TCR_Public/121001.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, October 1, 2012, Vol. 16, No. 273

                            Headlines

1701 COMMERCE: Forth Worth Sheraton to Pay Creditors in Full
1946 PROPERTY: Wants to Use Cash Collateral of Prepetition Lender
50 BELOW: Case Trustee to Sells Assets to Pay Off Debt
ABDIANA A: Voluntary Chapter 11 Case Summary
ACTIVECARE INC: Tanner Succeeds Hansen Barnett as Accountant

AL LIEBERS: Case Summary & 20 Largest Unsecured Creditors
ALLEN FAMILY: Unsecured Creditors to Recoup 10% Under Exit Plan
ALPHA NATURAL: Moody's Rates Sr. Unsecured Notes Due 2018 'B2'
ALPHA NATURAL: S&P Lowers Corporate Credit Rating to 'B+'
AMERICAN AIRLINES: Pilots' Union Seeks Stay of CBA Rejection

AMERICAN AIRLINES: Appaloosa Said to Hold AMR, Us Airways Stake
AMERICAN AIRLINES: Secures $268-Mil. Aircraft Financing From RPK
AMERICAN AIRLINES: May Renew Chartis Insurance
AMERICAN AIRLINES: Wins OK to Pay Ad Hoc Creditors' Advisors
AMERICAN AIRLINES: Arrivals Slow as Pilots Reminded of Oversight

AMERICAN AIRLINES: ST Investments Drop by $535-Mil. in August
AMERICAN ARCHITECTURAL: Can Reject Subcontract With Skanska USA
AMERICAN GREETINGS: Moody's Reviews 'Ba1' CFR/PDR for Downgrade
AMERICAN GREETINGS: S&P Puts 'BB+' CCR on Watch on Going Private
AMERICAN WEST: Court Wants Chapter 11 Plan Amended

ASIA INTERNATIONAL: Case Summary & 19 Largest Unsecured Creditors
ATP OIL: Moncrief Has Option to Buy Mediterranean Sea Investment
ATWATER, CA: Could Be Fourth Bankrupt California City
AUTO CARE: HIring Patrick Calhoun as Bankruptcy Counsel
BANKERS FOR REAL ESTATE: Case Summary & 5 Unsecured Creditors

BAPCO LLC: Case Summary & 3 Largest Unsecured Creditors
BEALL CORP: Sec. 341 Creditors' Meeting Set for Oct. 30
BEAZER HOMES: Inks $150-Mil. Credit Facility with Credit Suisse
BENADA ALUMINUM: Sells Unused Aluminum Press for $2.9 Million
BIG SANDY: To Sell Mile High Bank Via Chapter 11

BRAND ENERGY: Moody's Affirms 'B3' CFR/PDR; Outlook Stable
BRISTOW GROUP: Moody's Rates $425-Mil. Sr. Unsec. Note Issue Ba3
BRISTOW GROUP: S&P Gives 'BB' Rating on $425MM Sr. Unsecured Notes
BROADVIEW NETWORKS: Bingham Approved as Regulatory Counsel
BROADVIEW NETWORKS: Evercore Group Approved as Investment Banker

BROADVIEW NETWORKS: KCC Approved as Claims and Noticing Agent
BROADVIEW NETWORKS: Willkie Farr Approved as Bankruptcy Counsel
BROADVIEW NETWORKS: Ernst & Young OK'd to Provide Audit Services
CALPINE CORP: Moody's Rates $615-Mil. Sr. Secured Term Loan 'B1'
CALVARY WELD: Case Summary & 13 Unsecured Creditors

CAREY LIMOUSINE: Case Summary & 20 Largest Unsecured Creditors
CDKP DEVELOPMENT: Case Summary & 16 Largest Unsecured Creditors
CHAP - KHS: Chapter 9 Case Summary
CHARLIE MCGLAMRY: Plan Outline Hearing Scheduled for Oct. 2
CHINA GREEN: Issues 150.3 Million Common Shares for $1.5 Million

CHRYSLER LLC: Fiat Seeks Ruling on Dispute With Trust Over Shares
CLAIRE'S STORES: Moody's Upgrades CFR to 'Caa1'; Outlook Stable
CONTEC HOLDINGS: Garden City Group Approved as Admin. Agent
CONTEC HOLDINGS: Pepper Hamilton Approved as Delaware Counsel
CORDILLERA GOLF: Settles Dispute With Creditors; To Sell Assets

CORTE MADERA: S&P Affirms 'B+' Corp. Credit Rating; Outlook Neg
COTT CORP: Moody's Affirms 'B2' Corporate Family Rating
CRAMER MOUNTAIN: Chapter 11 Filing Stays Foreclosure Sale
DAE AVIATION: Moody's Raises CFR to B3; Rates New Term Loan B2
DAVE & BUSTER'S: IPO Filing No Impact on Moody's 'B3' Ratings

DEAN FOODS: Moody's 'Ba3' CFR Remain on Review for Downgrade
DERRY & WEBSTER: Case Summary & 13 Unsecured Creditors
DICKINSON THEATRES: Files for Chapter 11 Along With Plan
DIGITAL DOMAIN: Closes $30-Mil. Sale to Galloping Horse
DRINKS AMERICAS: Incurs $438,000 Net Loss in July 31 Quarter

DUKE REALTY: Fitch Assigns 'BB' Preferred Stock Rating
E-DEBIT GLOBAL: Issues 185.4 Million Common Shares to Creditor
ELPIDA MEMORY: Two Universities Allege Patent Infringement
EMPRESEAS INTEREX: December Hearing on Bank's Bid to Foreclose
FIELD FAMILY: Meeting to Form Creditors' Panel Set for Oct. 9

EMISPHERE TECHNOLOGIES: Defaults on $31.1-Million Notes
FIRST FINANCIAL: Board Adopts 2012 Director Program
FIRST FINANCIAL: Senator Huddleston Departs from Board
FTMI REAL ESTATE: Hearing on Further Cash Use Set for Oct. 31
GARY PAPA: Voluntary Chapter 11 Case Summary

GHC NY: Voluntary Chapter 11 Case Summary
GLOBAL INVESTMENTS: Case Summary & 3 Unsecured Creditors
GOMEZ & GOMEZ: Case Summary & 3 Unsecured Creditors
GRAY TELEVISION: Moody's Rates $40-Mil. 1st Lien Revolver 'Ba3'
GREAT LAKES: Moody's Affirms 'B2' CFR; Outlook Remains Stable

GUARANTY FINANCIAL: Texas Wyoming Drilling Debate Continues
HARPER BRUSH: Wants Until Oct. 26 to File Plan and Disclosures
HART OIL: Case Summary & 20 Largest Unsecured Creditors
HARTFORD FINANCIAL: Fitch Affirms Rating on Three Notes at Low-B
HERTZ CORP: Moody's Confirms 'B1' CFR/PDR; Outlook Stable

HERTZ CORP: S&P Affirms 'BB' Rating on $1.4-Bil. Term Loan
INTERCOASTAL CONTRACTING: Bankruptcy May Delay Bridge Work
IRWIN MORTGAGE: Has Until Jan. 8 to Propose Chapter 11 Plan
JOHN BECK: Get-Rich-Quick Marketer Ends Up in Chapter 11
JOURNAL REGISTER: Section 341(a) Meeting Scheduled for Oct. 15

JOURNAL REGISTER: U.S. Trustee Forms 5-Member Creditors Committee
K-V PHARMACEUTICAL: Files Schedules of Assets and Liabilities
L-3 COMMUNICATIONS: Fitch Holds 'BB+' Rating on Senior Sub. Debt
LEHMAN BROTHERS: To Make Second Distribution of $10.5 Billion
LEHMAN BROTHERS: Still Holding $13.5 Billion After Distribution

LEVEL 3 FINANCING: Moody's Rates $1.2BB Secured Term Loan 'Ba3'
LIBERTY INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
LIGHTSQUARED INC: Falcone Asks to Share Airwaves for Service
LINC USA: Moody's Corrects September 20 Rating Release
LON MORRIS: Prepares for Piecemeal Auction

MAKENA GREAT: Exclusivity Extended; Plan Outline Hearing Reset
MERCURY PAYMENT: S&P Ups Ratings on $225MM Debt Facilities to 'BB'
MONTPELIER RE: Solid Operating Performance Cues Fitch to Up Rating
MORGAN'S FOODS: Reports $206,000 Net Income in Aug. 12 Quarter
MOTORS LIQUIDATION: Trustee Claims Objection Cutoff on March 25

MSR RESORT: Paulson, Winthrop Resort Auction Scheduled for Nov. 8
MUNICIPAL CORRECTIONS: Files Schedules of Assets and Liabilities
NORBORD INC: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Stable
NORTHFIELD PARK: Moody's Assigns 'B2' CFR; Rates Facilities 'B1'
NORTHFIELD PARK: S&P Assigns 'B' Corporate Credit Rating

NYTEX ENERGY: Marble Falls Drilling Program in Texas a Success
ONE SOURCE RECYCLING: Files for Chapter 7 Bankruptcy Protection
OWENS-ILLINOIS INC: S&P Affirms 'BB+' Corporate Credit Rating
OXLEY DEVELOPMENT: Paul Reece Marr Approved as Bankruptcy Counsel
P & M PETROLEUM: Case Summary & 20 Largest Unsecured Creditors

PACIFIC MONARCH: U.S. Trustee Disbands 3-Member Creditors' Panel
PARK CAPITAL: Case Summary & 2 Unsecured Creditors
PATRIOT COAL: J. Lushefski Succeeds M. Schroeder as CFO
PATRIOT COAL: Executives Targeted by Shareholders' Suit
PEGASUS RURAL: Gets OK to Sell 2.5 GHz Assets to Various Buyers

POST PROPERTIES: S&P Raises Preferred Shares Rating to 'BB+'
QUICKSILVER RESOURCES: Moody's Confirms 'B2' CFR; Outlook Neg.
RADIOSHACK CORP: J. Gooch Leaves, D. Lively Named Interim CEO
REGENCY ENERGY: Fitch Rates $500 Million Senior Notes 'BB'
REGENCY ENERGY: Moody's Rates Sr. Unsecured Notes Due 2023 'B1'

REGENCY ENERGY: S&P Rates $500MM Senior Unsecured Notes 'BB'
RESIDENTIAL CAPITAL: Judge Threatens Homeowner With Sanctions
RESIDENTIAL CAPITAL: Jr. Sec. Notes Liens Allegedly Partly Invalid
RESIDENTIAL CAPITAL: Third-Lien Bondholders Drop Plan Support
RG STEEL: Seeks Exclusive Plan Filing to Jan. 26

RG STEEL: Can Hire Hilco Streambank as Broker for Assets
RIVIERA HOLDINGS: Paul Roshetko Succeeds Larry King as CFO
ROOMSTORE INC: To Put Mattress Discounters Stake On The Block
SALON MEDIA: Sells "The Well" Assets to Well Group for $400,000
SANDS CASTLES: Meeting of Creditors Scheduled for Oct. 9

SANDS CASTLES: Files Schedules of Assets and Liabilities
SANDS CASTLES: Taps Peggy J. Lantz as Bankruptcy Attorney
SANDS CASTLES: Wants to Hire Jayson & Frisby as Accountant
SEALY MATTRESS: Moody's Reviews 'B2' CFR/PDR for Upgrade
SEALY CORP: S&P Puts 'B' CCR on Watch on Tempur-Pedic Acquisition

SGS INT'L: S&P Cuts Corp. Credit Rating to 'B' Over Onex Deal
SINCLAIR BROADCAST: Hikes JPMorgan Term Loan to $500 Million
SINCLAIR BROADCAST: S&P Gives 'B' Rating on $500MM Senior Notes
SINCLAIR TELEVISION: Moody's Rates $500MM Sr. Unsecured Notes B2
SOUTH LAKES: Proposes to Sell Livestock and Hire Auctioneer

SPECIALTY SEAL: Voluntary Chapter 11 Case Summary
SPIRIT FINANCE: Macquarie Discloses 8.2% Equity Stake
TANDEM TRANSPORT: Oct. 4 Final Hearing on Emergency Financing Set
TANDUS FLOORING: Moody's to Withdraw Ratings After Acquisition
TELX GROUP: Moody's Affirms 'B3' Corporate Family Rating

TELX GROUP: S&P Affirms 'B-' Corp. Credit Rating; Outlook Stable
THERMON INDUSTRIES: S&P Raises Corporate Credit Rating to 'BB-'
TOWN OF MAMMOTH LAKES: Wants to Settle with MLLA, Case Dismissed
TRAINOR GLASS: Exclusive Plan Filing Period Extended to Nov. 9
TRINET HR: Moody's Assigns 'B1' CFR; Rates Sr. Secured Debt 'B1'

TRINET HR: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
TRUTH FOR LIVING: Case Summary & 7 Unsecured Creditors
TW TELECOM: Moody's Rates $400-Mil. Senior Unsecured Notes 'B1'
TW TELECOM: S&P Gives 'BB-' Rating on $400-Mil. Senior Notes
UNIVERSAL HEALTH: Credit Amendment No Impact on Moody's Ba2 CFR

US FIDELIS: Founder Given Eight Years in Prison
VIASAT INC: Moody's Rates $300-Mil. Add-On Notes Issue 'B1'
VIASAT INC: S&P Keeps 'B+' Corp. Credit Rating; Outlook Stable
VITRO SAB: Bondholders Allowed to Proceed With Involuntary
VILLAGIO PARTNERS: Has Final OK to Use Wells Fargo Cash Collateral

VITRO SAB: To Ask Appellate Court on Oct. 3 to Enforce Plan
VM ODELL'S: Blames Bank Failure for Chapter 11 Filing
VM WILLIAMS: Voluntary Chapter 11 Case Summary
WAVEDIVISION ESCROW: S&P Keeps 'B-' Rating on $275MM Senior Notes
WAVEDIVISION HOLDINGS: Moody's Affirms B2 CFR; Rates Add-On Caa1

WOLFGANG CANDY: Judge Vacates Order Approving Asset Sale
WESTERN PLAINS: Enters Shares for Debt Agreements
WOODBURY UNIVERSITY: Moody's Affirms Baa3 Rating on $18.6MM Bonds
WOONGJIN GROUP: Files for Receivership After MBK Deal Collapses
WOOTEN GROUP: Can Employ Jonathan Hayes as Counsel

* Chadbourne & Parke Adds Fazio as UK/Brazil Partner
* Hughes Watters Named Top Mid-Sized Firm in Texas

* Moody's Says US Steel Industry Outlook Turns Negative
* Moody's Says Penn. Local Gov't Downgrades to Exceed Upgrades
* S&P's Global Corporate Default Tally Rises to 59 Issuers

* BOND PRICING -- For Week From Sept. 24 to 28, 2012

                            *********

1701 COMMERCE: Forth Worth Sheraton to Pay Creditors in Full
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the new owner of the bankrupt Sheraton Fort Worth
Hotel & Spa in Fort Worth, Texas, is flipping the property for
$55 million.  The price is enough to pay creditors in full with
money left over for the new owner, according to a court filing.

According to the Bloomberg report, the buyer is PHC Management
LLC, an affiliate of Prism Hotels & Resorts.  The date for a
hearing to approve the sale hasn't been fixed yet.  Dallas-based
Prism manages 62 hotels around the country, Kevin Gallagher from
Prism said in an interview.

                        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 was the former operator of 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.


1946 PROPERTY: Wants to Use Cash Collateral of Prepetition Lender
-----------------------------------------------------------------
1946 Property, LLC, asks the U.S. Bankruptcy Court for the Western
District of Texas for authority to use cash collateral of its
prepetition secured lender to pay reasonable and necessary
operating expenses, including, but not limited to, property
management, supplies, routine repair and maintenance expenses,
leasing commissions, landscaping, providing utilities with
deposits, and other operating expenses to minimally, preserve, and
optimally, increase the value of the collateral and the Debtor for
the benefit of all creditors.

The Debtor is also requesting the use of $2,500 of cash to obtain
an appraisal of its property which is necessary to rebut the
allegations made by the Lender in its motion for relief form the
automatic stay.

The hearing on the motion is scheduled for Oct. 23, 2012, at
9:30 a.m.

The Property was approximately 70% leased as of the Petition Date.
Historically, the Property generates $118,500 in monthly revenues,
and requires approximately $100,000 for expenses, not including
debt service, to maintain operations.

The Debtor believes the principal balance owed to the lender, SW
Loan A, LP, is $10.3 million as of the Petition Date.  The loan is
secured by a Deed of Trust on the Debtor's real property and an
assignment of rents.

The Debtor proposes to grant the lender, as additional adequate
protection a replacement lien in all of its postpetition generated
cash and cash collateral.

                        About 1946 Property

1946 Property, LLC, is a Texas liability company.  The Debtor's
sole manager is Edward Reiss.  The Debtor owns a 252 unit
condominium community located at 1946 Northeast Loop 410, in San
Antonio, Texas.  The Company filed a bare-bones Chapter 11
petition (Bankr. W.D. Tex. Case No. 12-52489) in San Antonio on
Aug. 7, 2012.  Bankruptcy Judge Leif M. Clark presides over the
case.  Vickie L. Driver, Esq., at Coffin & Driver, PLLC,
represents the Debtor.  In its petition, the Debtor estimated
$10 million to $50 million in assets and debts.


50 BELOW: Case Trustee to Sells Assets to Pay Off Debt
------------------------------------------------------
Candace Renalls at Duluth News Tribune reports the court-appointed
trustee in the 50 Below bankruptcy case wants to sell the
Company's assets in an attempt to pay off its multi-million dollar
debt.  If successful, the Company would continue to operate under
new ownership.

"The goal is to get out of bankruptcy," the report quotes Michael
McGrath, the Minneapolis attorney who filed the 50 Below Chapter
11 case, as saying.  "This is the quickest way out of Chapter 11,
which is really important to our employees and customers."

The report notes that in a motion filed in U.S. Bankruptcy Court,
trustee Nauni Jo Manty sought approval of bid procedures to sell
off company assets, including trademarks, divisions, contracts and
unexpired leases.  A hearing on the bid request will be held on
Oct. 4, 2012, in U.S. Bankruptcy Court in Duluth.  A hearing on
the sale itself is set for Nov. 7.  Sealed bids are due Oct. 29.

According to the report, proceeds from the sale would go to the
creditors, with the government's $10 million in secured claims
first up for payment.  But even if all assets are sold, Mr.
Gallagher doubts it would be enough to also pay off 50 Below's
unsecured debt, which he says totals $2 million.

The report says the proposed sale is one of two ways for a
business to get out of Chapter 11.  The Company had initially
pursued the other path -- reorganization.  That way, the Company
could set up a structured five-year plan to pay its taxes, Mr.
McGrath had said.

50 Below provides Internet marketing and web design services.
The Company has more than $12 million in unsecured claims, nearly
$8.8 million of which is owed to the Internal Revenue Service, and
another $1 million to the Minnesota Department of Revenue.


ABDIANA A: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Abdiana A, LLC
        7140 Wornall Road, Suite 204
        Kansas City, MO 64114
        Tel: (816) 333-9888

Bankruptcy Case No.: 12-44005

Chapter 11 Petition Date: September 25, 2012

Court: U.S. Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Arthur B. Federman

Debtor's Counsel: Donald G. Scott, Esq.
                  MCDOWELL RICE SMITH & BUCHANAN, P.C.
                  605 W. 47th Street, Suite 350
                  Kansas City, MO 64112
                  Tel: (816) 753-5400
                  Fax: (816) 753-9996
                  E-mail: dscott@mcdowellrice.com

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

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

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

The petition was signed by Nicholas Abnos, manager.


ACTIVECARE INC: Tanner Succeeds Hansen Barnett as Accountant
------------------------------------------------------------
ActiveCare, Inc., dismissed Hansen Barnett & Maxwell, P.C., as its
independent registered public accounting firm on Sept. 25, 2012.
The decision was made by the Audit Committee of the Company's
Board of Directors.

The reports of HBM on the Company's financial statements for the
fiscal years ended Sept. 30, 2011, and 2010 did not contain an
adverse opinion or disclaimer of opinion and were not modified as
to uncertainty, audit scope, or accounting principles, except the
reports did contain an explanatory paragraph discussing that there
was substantial doubt about the Company's ability to continue as a
going concern.

On Sept. 25, 2012, the Company engaged Tanner LLC as its new
independent registered public accounting firm.  The appointment of
Tanner LLC was approved by the Audit Committee of the Company's
Board of Directors.

During the two most recent fiscal years ended Sept. 30, 2011, and
2010 and the subsequent period through Sept. 25, 2012, the Company
did not consult with Tanner LLC on (i) the application of
accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that may be rendered on
the Company's financial statements, and Tanner LLC did not provide
either a written report or oral advice to the Company that was an
important factor considered by the Company in reaching a decision
as to any accounting, auditing, or financial reporting issue; or
(ii) the subject of any disagreement, as defined in Item 304
(a)(1)(iv) of Regulation S-K and the related instructions, or a
reportable event within the meaning set forth in Item 304(a)(1)(v)
of Regulation S-K.

                          About ActiveCare

South West Valley City, Utah-based ActiveCare, Inc., is organized
into three business segments based primarily on the nature of the
Company's products.  The Stains and Reagents segment is engaged in
the business of manufacturing and marketing medical diagnostic
stains, solutions and related equipment to hospitals and medical
testing labs.  The CareServices segment is engaged in the business
of developing, distributing and marketing mobile health monitoring
and concierge services to distributors and customers.  The Chronic
Illness Monitoring segment is primarily engaged in the monitoring
of diabetic patients on a real time basis.

The Company's business plan is to develop and market products for
monitoring the health of and providing assistance to mobile and
homebound seniors and the chronically ill, including those who may
require a personal assistant to check on them during the day to
ensure their safety and well being.

As reported in the TCR on Dec. 30, 2011, Hansen, Barnett &
Maxwell, P.C., expressed substantial doubt about ActiveCare's
ability to continue as a going concern, following the Company's
results for the year ended Sept. 30, 2011.  The independent
auditors noted that the Company has incurred recurring
operating losses and has an accumulated deficit.

The Company's balance sheet at June 30, 2012, showed $2.08 million
in total assets, $5.34 million in total liabilities, and a
stockholders' deficit of $3.26 million.


AL LIEBERS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Al Liebers Golf Equipment, Inc.
        dba The World of Golf
        532 North Bedford Road
        Bedford Hills, NY 10507

Bankruptcy Case No.: 12-23698

Chapter 11 Petition Date: September 25, 2012

Court: U.S. Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Leslie S. Barr, Esq.
                  WINDELS MARX LANE & MITTENDORF, LLP
                  156 West 56th Street
                  New York, NY 10019
                  Tel: (212) 237-1000
                  Fax: (212) 262-1215
                  E-mail: lbarr@windelsmarx.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/nysb12-23698.pdf

The petition was signed by David Braham, president.


ALLEN FAMILY: Unsecured Creditors to Recoup 10% Under Exit Plan
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Allen Family Foods Inc. proposed a liquidating
Chapter 11 plan estimating that unsecured creditors with
$32.2 million in claims will recover 10%.

According to the report, the business was sold in September 2011
to South Korean poultry producer Harim Co. in a sale that produced
$45.2 million, paying off secured claims.  There will be a hearing
on Nov. 6 in U.S. Bankruptcy Court in Delaware for approval of the
explanatory disclosure statement.  Once the disclosure statement
is approved, creditors can vote on the plan.  The confirmation
hearing for approval of the plan is tentatively set for Dec. 19.

The report relates that the plan was made possible from settlement
of a claim from the Pension Benefit Guaranty Corp.  The plan is
partly based on a separate settlement where the secured lender
gave up $5 million.  Secured debt when the Chapter 11 case began
included $83.2 million on a term loan and revolving line of credit
with MidAtlantic Farm Credit ACA as agent.  From the sale
proceeds, $30 million was held aside to await the result of a
lawsuit by the creditors against MidAtlantic.  The settlement
carved out $5 million for unsecured creditors, with the remainder
going to the bank.

The Bloomberg report discloses that the bank also agreed to waive
claims, so it won't share in any distribution to unsecured
creditors as a result of a shortfall in payment of the secured
claim.

                     About Allen Family Foods

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.


ALPHA NATURAL: Moody's Rates Sr. Unsecured Notes Due 2018 'B2'
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the senior
unsecured guaranteed notes due in 2018 issued by Alpha Natural
Resources, Inc. Proceeds will be used to tender for the 3.25%
convertible notes assumed with the Massey Energy acquisition in
2011 and for general corporate purposes. The notes are being
issued under the company's shelf registration (P)B2 senior
unsecured rating. All other ratings remain unchanged. The rating
outlook is stable.

Assignments:

  Issuer: Alpha Natural Resources, Inc

    Senior Unsecured Regular Bond/Debenture, Assigned B2,
    LGD4, 67

Ratings Rationale

Alpha's B1 corporate family rating (CFR) reflects its position as
one of the top three US coal companies in terms of production and
reserves, and the largest US metallurgical coal producer. The
rating also reflects its operating diversity with approximately
130 coal mines in Appalachia and the Powder River Basin (PRB), its
ability to export coal though several East Coast and Gulf
terminals, and its approximately 5 billion tons of reserves. The
rating also reflects the company's good liquidity position,
including approximately $503 million of cash and marketable
securities and availability of roughly $1 billion (after adjusting
for letters of credit issued) under the revolver and AR
securitization facilities as of June 30, 2012. Moody's notes that
the company's credit facility requires it to maintain minimum
liquidity of $500 million through 2014. In addition, the note
offering and tender for the convertible notes improves the
company's maturity profile and reduces somewhat the debt maturity
tower of roughly $1 billion in 2015.

Challenges for the B1 CFR include Alpha's high degree of
concentration in Central Appalachia where the industry is facing a
secular decline in production and challenging market conditions.
Difficult geology, increasing costs, heightened MSHA scrutiny of
mine safety, ongoing coal-to-gas substitution, low natural gas
prices and expected coal plant retirements have caused coal demand
to contract, and coal prices to collapse. At the same time, demand
for metallurgical (met) coal is also softening, reflecting weak
global steel demand and an oversupplied seaborne met coal market.
The ratings are also constrained by inherent volatility of met
coal prices and current weakness in the seaborne met coal market,
as well as the inherent geological and operating risks associated
with mining.

While Moody's expects Alpha's metrics to deteriorate over the next
12-18 months due to the challenging environment for coal (thermal
and metallurgical) domestically, and in the seaborne market,
actions currently being taken by the company in its strategic
repositioning of operations, which include reductions in coal
production and workforce reductions, are expected to mitigate the
degree of deterioration anticipated and indicate an operating
flexibility necessary to weather the challenging climate facing US
coal producers. In addition, the company's strong liquidity
position provides support to the rating. The stable outlook also
reflects Moody's expectation that over the long-term, Debt/ EBITDA
will be sustained below 5x.

Although upward momentum on the ratings is limited due to industry
conditions, an upgrade could result if operating performance
improves, Debt/ EBITDA is considered sustainable below 4.5x, and
free cash flow to debt is above 3%. However, the ratings and/or
outlook could come under pressure if the company's liquidity
position erodes materially from current levels.

The principal methodology used in rating Alpha Natural Resources,
Inc. was the Global Mining Industry Methodology published in May
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.


ALPHA NATURAL: S&P Lowers Corporate Credit Rating to 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Alpha
Natural Resources, including the corporate credit rating, to 'B+'
from 'BB-', and are removing all of the ratings from CreditWatch,
where S&P placed them with negative implications on Sept. 19,
2012. "We assigned our 'B+' (the same as the corporate credit
rating) issue-level rating and '3' recovery rating to Alpha's
proposed $500 million senior unsecured notes due 2020," S&P said.

"The downgrade reflects our expectation that Alpha's 2012 and 2013
EBITDA will be much lower than previously anticipated because of a
sharp cyclical downturn in domestic coal demand," said credit
analyst Megan Johnston. "We believe that a warmer-than-normal
winter and natural gas substitution accelerated what we view as a
sustained decline in the economic viability of thermal coal
produced in the Central Appalachia basin, which presently accounts
for about 40% of Alpha's production. In addition, fewer production
disruptions and slowing demand in China and the Eurozone have
caused metallurgical coal prices to decline, further pressuring
performance."

"The stable rating outlook reflects our view that although
leverage metrics will remain outside of our rating expectations
for the next year to two years, we believe the current downturn in
coal is cyclical rather than secular. In addition, we believe
Alpha's liquidity is strong to weather the current downturn," S&P
said.


AMERICAN AIRLINES: Pilots' Union Seeks Stay of CBA Rejection
------------------------------------------------------------
A union representing American Airlines Inc. pilots asked Judge
Sean Lane to put on hold temporarily his Sept. 5 ruling until a
higher court hears its appeal to review his decision that allowed
the company to cancel its labor agreement with pilots.

The Sept. 5 decision authorized American Airlines to throw out its
agreement with the Allied Pilots Association after the company
changed its earlier proposal to remove all restrictions on its
power to furlough pilots and to outsource flying via code-share
agreements with other airlines.

APA lawyer, Joshua Taylor, Esq., at Steptoe & Johnson LLP, in
Washington, D.C., said a temporary suspension of Judge Lane's
ruling is warranted to prevent "irreparable injury" to the
pilots.

Mr. Taylor said that with the court ruling, American Airlines can
implement "dramatic changes" to the pilots' employment terms,
which include replacing the medical plans for pilots and
retirees.

"While retired pilots currently receive health insurance from the
company at no cost, American plans to terminate that coverage
completely for pilots over 65," the lawyer said in court papers
filed last week.

APA seeks to have the case heard by the U.S. District Court for
the Southern District of New York.  The pilots' union wants the
federal court to consider whether Judge Lane erroneously
concluded that the changes to the agreement are necessary for
American Airlines' restructuring.

A group of pilots represented by New York-based Seham, Seham,
Meltz & Petersen LLP also filed a motion to temporarily suspend
the court order until its appeal is resolved.

A court hearing to consider approval of the request is scheduled
for 0ctober 9.  Objections are due by October 2.

In connection with the appeal, American Airlines and AMR Corp.
filed court papers seeking court review if Judge Lane correctly
concluded that they had met the requirements for rejection of the
labor agreement.

                American Ready to Resume Talks

In a related development, the pilots' union said American Airlines
wants to resume talks, signaling the company's intent in resolving
a stalemate with the union, Reuters reported.

American Airlines spokesman Bruce Hicks confirmed the company had
told the pilots' union in writing that it was ready to restart
talks to try to reach a contract agreement, according to the
report.

                          About AMR Corp.

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Appaloosa Said to Hold AMR, Us Airways Stake
---------------------------------------------------------------
Appaloosa Management LP has positioned itself to benefit from a
possible merger between AMR Corp. and US Airways Group Inc. after
taking stakes in both airlines, Bloomberg News reported citing
people familiar with the matter as its source.

The hedge fund, which has amassed AMR debt that could be
converted to equity in a Chapter 11 restructuring, favors
consolidation and may opt later to push for a deal, according to
the report.

Appaloosa bought claims at AMR from Citigroup Inc. tied to
aircraft leases.  The hedge fund holds additional AMR debt the
firm is not required to disclose and is one of the larger debt
holders.

Appaloosa has supported airline mergers because past combinations
have boosted shares, according to the person familiar with the
matter.

US Airways Chief Executive Officer Doug Parker began pressing for
a merger in January while AMR has resisted.  AMR holds the
exclusive right to offer a reorganization plan through year-end,
so US Airways has not made a formal bid, Bloomberg News reported.

                          About AMR Corp.

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Secures $268-Mil. Aircraft Financing From RPK
----------------------------------------------------------------
American Airlines Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to obtain financing of
used aircraft from a subsidiary of RPK Capital Partners LLC.

American Airlines did not disclose the amount to be financed under
the RPK transaction in court filings.  The proposed financing is
governed by a loan agreement between the company and an RPK
subsidiary, which was filed under seal to protect confidential
information.  According to Kate Stech at Dow Jones' Daily
Bankruptcy Review, the proposed financing will total $268 million.

The aircraft include two Boeing 777-200ER aircraft and eight
Boeing 737-800 aircraft.  The aircraft are subject to pre-
bankruptcy mortgage loan facilities that are scheduled to mature
between October 2012 and May 2013.

The proposed financing, if approved, would allow American
Airlines to refinance or repay some of the pre-bankruptcy loans
secured by the aircraft, according to the court filing.

"The aircraft that serve as collateral under each of the existing
financings are valuable assets of the estate," said Alfredo
Perez, Esq., at Weil Gotshal & Manges LLP, in New York.

"The repayment of the existing loans and refinancing of the
aircraft will result in a significant benefit to the debtors'
estates and will enhance the prospect of a successful
reorganization," Mr. Perez said.

A court hearing to consider approval of the proposed financing is
scheduled for Oct. 9.  Objections are due by Oct. 2.

                          About AMR Corp.

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: May Renew Chartis Insurance
----------------------------------------------
AMR Corp. received a go-signal to renew the insurance programs
provided by Chartis Inc.

The insurance programs include a workers' compensation program,
which covers claims asserted by U.S.-based employees of American
Airlines Inc., AMR Eagle Holding Corp. and other AMR subsidiaries.
Chartis also provides general liability and auto liability
coverage.

The workers' compensation program to be renewed covers the period
August 1, 2012, to July 31, 2013, while the two other insurance
programs cover the period December 1, 2012, to November 30, 2013.

                          About AMR Corp.

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Wins OK to Pay Ad Hoc Creditors' Advisors
------------------------------------------------------------
AMR Corp. obtained court approval to pay the fees and work-related
expenses of professionals hired by the ad hoc group of AMR
creditors.

The group hired Milbank Tweed Hadley & McCloy LLP as its legal
counsel, and Houlihan Lokey Howard & Zukin as its financial
adviser in connection with its plan to participate in the
formulation of the company's Chapter 11 plan.

Under the terms of an Aug. 28 letter agreement, Houlihan will get
a monthly fee of $150,000 while the other firm will be paid at its
standard hourly rates.  AMR will also reimburse the firms for its
work-related expenses.

The group, which includes hedge-fund managers Carlson Capital
LP and Claren Road Asset Management LLC, and JPMorgan Chase &
Co., is interested in providing equity financing that would help
AMR exit bankruptcy.  The equity financing currently under
consideration is between $1 billion and $2 billion.

According to Bloomberg News, the Court's approval signals the
continuation of American's negotiations with the group of
creditors.  Bloomberg News reported that American told the Court
that negotiations with the group are an "integral part" of its
effort to restructure and exit bankruptcy.

Jack Butler, an attorney for AMR's Official Committee of
Unsecured Creditors, which is separate from the JPMorgan group,
told Judge Lane at the hearing that the fee agreement is a "highly
desirable step forward" in the airline's bankruptcy, Bloomberg
noted.

Others are also interested in providing financing, he said,
Bloomberg added.

"The dialogue will go on with others," Bloomberg cited Mr. Butler
as saying.

                          About AMR Corp.

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Arrivals Slow as Pilots Reminded of Oversight
----------------------------------------------------------------
Mary Schlangenstein at Bloomberg news reports that American
Airlines' flight slowdown reached the two-week mark with fresh
delays Sept. 28 even as U.S. regulators reminded pilots of the
stepped-up surveillance under way at the bankrupt carrier.

According to the report, a Federal Aviation Administration
official commented on the surveillance in a response to an
e-mailed question from an American pilot.  With 920 flights
tracked, the on-time rate was 63% as of 4:30 p.m. New York time,
according to industry researcher FlightStats.com.  The carrier, a
unit of AMR Corp., threatened Sept. 27 to take legal action
against the Allied Pilots Association if the slowdown didn't stop.

The report relates that American's on-time performance began
sliding on Sept. 14 after the airline imposed concessions on
pilots to help it restructure under court protection.  On-time
arrivals dropped as low as 37% on Sept. 17, according to
FlightStats, raising concern that passengers would shift to other
airlines.  The FAA surveillance covers "all regulatory
requirements which are expected to be followed by the airline, as
well as the maintenance and pilot groups," Skip Whitrock, who
manages the AMR certificate management office for the FAA, said in
the email, which was shared with other pilots Sept. 27 and
confirmed by the FAA.

                        Maintenance Reports

The report notes that the oversight, which occurs for any bankrupt
airline, includes watching for frivolous maintenance reports,
misuse of a minimum equipment list that must be completed before
each flight, lack of adequate maintenance, deliberate delays and
other areas, Whitrock said.  American, based in Fort Worth, Texas,
had a 50% on time arrival rate Sept. 27, compared with 90% for
Delta Air Lines Inc., 85% for Southwest Airlines Co. and 77% for
United Continental Holdings Inc., according to FlightStats data.
American threatened legal action against APA absent "an immediate,
measurable improvement in our operations" because the slowdown is
hurting it financially and alienating travelers, according to a
Sept. 26 letter sent to the pilots' union by Denise Lynn, the
airline's senior vice president for people.  While the union has
denied organizing or supporting any slowdown, APA President Keith
Wilson told members late September 27 to stop immediately if they
are doing anything to slow operations without good reason.

                     'Mechanical Discrepancies'

The report discloses that on Sept. 28, Mr. Wilson said in a
statement that pilots are required to list "all known mechanical
discrepancies" in an airplane's logbook for corrective action and
that failure to do so could result in a pilot's license being
revoked or a safety risk.  American Airlines pilots have
encountered "a large number of serious maintenance-related issues"
such as a broken pilot oxygen mask, a hydraulic leak in landing
gear and fuel tank seepage, he said in the statement.  Mr. Wilson
Sept. 27 described Ms. Lynn's letter as "nothing short of a sucker
punch" because it was received after union leaders had agreed to
resume talks with American on a new labor agreement.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: ST Investments Drop by $535-Mil. in August
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp.'s unrestricted cash and short-term
investments fell by $535 million in August, the parent of American
Airlines Inc. said in an operating report.

According to the report, the net loss for the month was
$82 million, according to the report filed Sept. 27 in U.S.
Bankruptcy Court in Manhattan.  Contributing to the loss were
$53 million of interest expenses and $86 million in reorganization
items, including $18 million in professional fees.  Operating
income was $55 million on operating revenue of $2.19 billion.

The report relates that operating activities consumed $304 million
in cash, according to the consolidated cash flow statement in the
operating report.  Cash and short-term investments of $4.84
billion at the end of July declined to $4.3 billion by Aug. 31.

The Bloomberg report discloses that AMR had another $846 million
in restricted cash.  More AMR flights began arriving on time after
the company threatened legal action against the pilots' union.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN ARCHITECTURAL: Can Reject Subcontract With Skanska USA
---------------------------------------------------------------
Glass Magazine reports that a bankruptcy judge, in a Sept. 18
decision, approved a motion allowing American Architectural Inc.
to reject its subcontract with Skanska USA for glazing work at the
World Trade Center PATH Hall Project.

The report relates Skanska subcontracted AAI to provide ornamental
glass railings, select storefronts, balanced doors, smoke baffles
and other miscellaneous interior glazing products at the PATH Hall
-- a contract amount of more than $6.2 million -- according to
court documents.

The report notes, as part of the subcontract rejection, AAI was
ordered to deliver all materials and drawings, and to assign any
and all sub-contracts and purchase orders for the project, as
directed by Skanska.  By Oct. 15, the two parties will resolve the
amounts owed AAI under the PATH project subcontract, according to
court documents.

                 About American Architectural and
                       Advanced Acquisitions

Bensalem, Pennsylvania-based American Architectural, Inc., and
Advanced Acquisitions, LLC, filed for Chapter 11 bankruptcy
(Bankr. E.D. Pa. Case Nos. 12-15818 and 12-15819) on June 15,
2012.  Judge Magdeline D. Coleman oversees the case.  Maschmeyer
Karalis P.C. serves as the Debtors' general bankruptcy counsel.
Douglas Ziegler LLC serves as accountants.

American Architectural provides quality building enclosures.
Advanced Acquisitions is the beneficial owner of a 98,000 square
feet facility in Bensalem, which houses AAI's offices and
manufacturing plant.  AAI has 49 employees.

AAI completed work on many high profile projects in New York
including, the AOL/Time Warner facility at Columbus Circle, the
Lincoln Center, the Museum of Arts and Design, the New York
Historical Society, and the JetBlue Terminal 5 at JFK
International Airport, to name just a few of noteworthy projects.
Recently, AAI completed the east coast's largest canopy for
Goldman Sachs and has recently closed its fourth major World Trade
Center rebuild project.

The petitions were signed by John Melching, president and CEO.

The Debtors listed assets of $3,874,952 and liabilities of
$2,912,684.


AMERICAN GREETINGS: Moody's Reviews 'Ba1' CFR/PDR for Downgrade
---------------------------------------------------------------
Moody's Investors Service placed American Greetings Corp.'s
ratings on review for downgrade following its announcement on
Sept. 26 that a group led by Zev Weiss, CEO, and Jeffrey Weiss,
COO, have offered to buy the company and take it private in a deal
valued at about $580 million. The SGL-2 Speculative Grade
Liquidity rating remains unchanged, but could change if and when a
transaction is agreed to and the financial profile of the post
transaction company becomes more clear.

The Weiss brothers said that they expect that the various
foundations and related entities and certain members of the family
associated with the company would reinvest or rollover all or
substantially all of their shares in the acquiring entity, and
that it would obtain debt financing to fund the balance of the
transaction.

Based on the implied value of the company and considering an
almost 10% ownership by the Weiss brother and associated family
members, Moody's estimates that about $520 million of debt would
be needed. "Based on this assumption, we expect debt to EBITDA
would increase almost three turns to 5.5 times from 2.7 times,"
said Kevin Cassidy, Senior Credit Officer at Moody's Investors
Service. "We also think retained cash flow to net debt would be
significantly reduced to around 15% from almost 40%," he noted.

The following ratings were placed on review for downgrade:

  Corporate Family Rating at Ba1;

  Probability of Default Rating at Ba1;

  $400 Million Secured Revolving Credit Facility Rating at Baa3;

  $225 Million Sir Unsecured Notes Rating at Ba2;

  Sr. Unsecured Shelf Rating at (P) Ba2

"The review will focus on the terms of any proposed transaction,
the capital structure and expected financial policies," noted
Cassidy. The review will also focus on the company's integration
of Clinton Cards. American Greetings acquired about 400 Clinton
Card stores in June, along with the namesake brand. The U.K.
greeting card company is one of American Greetings' biggest
customers, but ran into financial trouble before being acquired by
American Greetings.

Ratings Rationale

American Greetings' current Ba1 Corporate Family Rating reflects
the business risks inherent in the greeting card industry, which
is characterized by low or in some cases declining growth rates,
its modest size with revenue around $1.7 billion, integration
issues with its recent acquisition of Clinton Cards, weak consumer
branding and heavy competition. Prior to being placed under
review, the rating had also reflected Moody's concern over the
possibility of American Greetings being modestly more aggressive
with shareholder returns after a couple of years of modest
activity. The ratings are supported by the company's position in
the U.S. greeting card industry as one of the two leading
companies, its long operating history of over 100 years,
predictable demand for its products, and important relationships
with retail customers. A key element to American Greetings' rating
is its efficient cost structure and recent strategic acquisitions
and disposition of its US retail operations. This has resulted in
strong credit metrics with debt/EBITDA around 2.5 times and
retained cash flow/net debt of approximately 40%. Moody's believes
stronger credit metrics are necessary to balance the mature nature
of American Greetings' business. Prior to being placed under
review, Moody's had expected credit metrics to weaken in 2013 as
the company integrated Clinton Cards and builds a new corporate
headquarter costing between $150 million and $200 million and
finances more than half of the construction with debt. The
remainder will be paid for with cash.

The principal methodology used in rating American Greetings was
Moody's Global Packaged Goods Industry methodology published in
July 2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

American Greetings Corporation is a leading developer,
manufacturer and distributor of greeting cards and social
expression products. Sales were approximately $1.7 billion for the
twelve months ended May 25, 2012.


AMERICAN GREETINGS: S&P Puts 'BB+' CCR on Watch on Going Private
----------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings on
American Greetings Corp., including the 'BB+' corporate credit
rating, on CreditWatch with negative implications, meaning S&P
could lower or affirm the ratings following the completion of its
review.

The CreditWatch placement follows the company's announcement that
Zev Weiss, its chief executive officer, and Jeffrey Weiss, its
president and chief operating officer, on behalf of themselves and
certain other members of the Weiss family and related parties,
intend to acquire all remaining outstanding Class A and Class B
common shares of American Greetings for $17.18 per share.
The Weiss family currently controls about 50% of the voting power
between the A and B shares. The Weiss family has indicated that
some existing shareholders would likely reinvest or rollover their
shares as part of this buyout. They would obtain debt financing to
fund the balance of the transaction," S&P said.

"If the transaction were to be completed, we believe American
Greetings' credit metrics would weaken as a result of a likely
increase in leverage, although we don't have the financing plans
at this time," said Standard & Poor's credit analyst Stephanie
Harter. "Currently, leverage as measured by the ratio of debt to
EBITDA (pro forma for the recent Clinton Cards PLC acquisition) is
about 3x (including a significant adjustment for operating
leases), which is at the high end of our range of between 2x-3x
for an 'intermediate' financial risk profile. Given our assessment
of the company's business risk profile as 'fair,' additional
leverage as a result of the proposed management buyout is likely
to result in a downgrade."

Standard & Poor's will resolve the CreditWatch when more
information regarding the transaction and related financing
becomes available. "We will then assess the company's financial
policy and the impact of the company's new capital structure on
existing ratings," S&P said.


AMERICAN WEST: Court Wants Chapter 11 Plan Amended
--------------------------------------------------
Tim O'Reiley at Las Vegas Review-Journal reports that U.S.
Bankruptcy Court Judge Mike Nakagawa found several flaws tied to a
trust fund created by American West Development's reorganization
plan that will compensate buyers for construction defects.

The report notes American West will have the opportunity to rework
provisions, but no timetable was laid out.

"We were pleased with the clear direction," the report quotes
American West President Robert Evans as saying.  "We finally have
direction about how to clean up the process and get the plan
confirmed."

According to the report, the office of the U.S. Trustee, an arm of
the Department of Justice that monitors the bankruptcy process,
had raised objections to explanations provided to homeowners about
how the trust would be funded, plus legal protections granted to
people not in bankruptcy.  That would included company founder and
owner Lawrence Canarelli.

The report notes certain changes involving the insurance policies
that will back the defect fund came after creditors voted on the
plan, so they did not have all the information they needed for
their decisions.  The report adds the new vote would not only
include the insurance information but a chart to make it
understandable to homeowners not familiar with legal language.

The report relates Judge Nakagawa also found that a permanent
injunction preventing outsiders from legally pursuing people tied
to the company or the administrator of the defect fund was too
broad under current law.

According to the report, despite the ruling, most of the plan came
through intact.  The basic provisions, which were worked out
before the bankruptcy, call for slashing $177.5 million in debt to
$49.6 million, which will mature at the end of 2015.  As part of
the deal, lenders agreed to waive a $127.9 million deficiency
claim to free cash to repay suppliers and others with unsecured
claims.  Mr. Canarelli will retain control of America West in
return for injecting $10 million, of which $1.5 million will go to
unsecured creditors.  That group, the report says, would include
any American West homeowners that can prove they have met all the
requirements of the price promise or price guarantee the company
promoted during the recession as a marketing tool to try to
comfort buyers who feared falling prices.  Another $1.5 million
from Mr. Canarelli will go into the defect fund.  Home buyers,
according to the report, will receive at least $200 and probably
less than $300 if they agree not to pursue their complaints
further.  Buyers who consider that compensation too little will be
funneled into the fund, to be run by former homebuilder James L.
Moore, and not allowed to go to court.

The report relates Mr. Axelrod said 86% of the homeowners voted in
favor of this plan.  American West estimated in court documents
that the defects could amount to as much as $80 million but will
probably run less than $20 million.

                        About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada, founded on July 31,
1984.  Initially, AWDI was known as CKC Corporation, but later
changed its name.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  American West disclosed $55.39 million in assets and
$208.5 million in liabilities as of the Chapter 11 filing.

James L. Moore, as future claims representative in the Chapter 11
case of American West Development, Inc., tapped the law firm of
Field Law Ltd. as his counsel.


ASIA INTERNATIONAL: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Asia International Malls, Inc.
        107 Fairway Terrace
        Mount Laurel, NJ 08054

Bankruptcy Case No.: 12-33409

Chapter 11 Petition Date: September 25, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Camden)

Judge: Judith H. Wizmur

Debtor's Counsel: Phong N. Tran, Esq.
                  TRAN AND TRAN PC
                  107 Fairway Terrace
                  Mount Laurel, NJ 08054
                  Tel: (856) 722-1100
                  Fax: (856) 787-0267
                  E-mail: jnt@tntpclaw.com

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

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

A copy of the Company's list of its 19 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/njb12-33409.pdf

The petition was signed by Phong N. Tran, president.


ATP OIL: Moncrief Has Option to Buy Mediterranean Sea Investment
----------------------------------------------------------------
Effective Sept. 18, 2012, ATP East Med Number 1 B.V., a wholly
owned, indirect subsidiary of ATP Oil & Gas Corporation, entered
into an agreement with Moncrief Oil International Inc. pursuant to
which ATP East Med granted to Moncrief, or an affiliate of
Moncrief, an option for 90 days to purchase all of ATP East Med's
working interests in properties located in the Mediterranean Sea.
The Option Agreement also provides that the Company, subject to
certain conditions, will sell to Moncrief all of its working
interests in the same properties.

The Option Agreement provides for a number of conditions,
including (i) a mutually agreeable purchase and sale agreement
containing normal and customary representations and warranties and
indemnification provisions, (ii) satisfactory diligence, (iii)
consent by the other working interest owners and (iv) Bankruptcy
Court approval.  If consummated, Moncrief will pay to ATP East Med
an amount equal to all of ATP East Med's expenses incurred with
respect to the Interests, with a portion of that amount being
distributed to ATP East Med's trade creditors and other portions
of that amount being distributed to ATP East Med over a 180 day
period.

Moncrief may terminate the Option Agreement at any time without
penalty if in its sole opinion the investment is not sound
technically or commercially or it is unlikely to receive necessary
approvals from the other working interest owners or the Israeli
Ministry of Energy and Water Resources.  ATP East Med may
terminate the Option Agreement at any time without penalty if an
Israeli court issues an order requiring that all or any part of
the Interests be sold to another party.

ATP East Med was not a party to the bankruptcy filing.

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

                        http://is.gd/ct1CAZ

                           About ATP Oil

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

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

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

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

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


ATWATER, CA: Could Be Fourth Bankrupt California City
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Atwater could be the fourth California city to seek
municipal bankruptcy protection this year.

According to the report, located about 100 miles (160 kilometers)
southeast of San Francisco, the city of 28,000 has a $3.8 million
budget deficit brought on by lower revenue and rising costs.

The Bloomberg report discloses that there is a $2 million bond
payment due in November and an Oct. 3 vote on a fiscal emergency
by the city council.

Previous California cities that have sought court protection under
Chapter 9 of the U.S. Bankruptcy Code are Stockton, Mammoth Lakes
and San Bernardino.


AUTO CARE: HIring Patrick Calhoun as Bankruptcy Counsel
-------------------------------------------------------
Auto Care Mall of Fremont Inc. asks the U.S. Bankruptcy Court for
the Northern District of California for authority to employ
Patrick Calhoun, Esq., as counsel.

The professional services to be rendered include:

  (a) to give Debtor legal advice with respect to its powers
      and duties as debtor in possession in the continued
      operation of its business and management of its property;

  (b) to take necessary action to avoid liens against Debtor's
      property obtained by attachment by any creditors within 90
      days before filing of the said petition under Chapter 11;

  (c) to represent the Debtor in connection with reclamation
      proceedings if instituted in the Court by creditors;

  (d) to prepare on behalf of Debtor necessary applications,
      answers, orders, reports and other legal papers; and

  (e) to perform all other legal services for Debtor which may be
      necessary.

The Debtor believes Patrick Calhoun does not now hold nor
represent interests adverse to that of the Debtor or the Debtor's
estate and that each attorney at the Law Office of Patrick Calhoun
is a "disinterested person" within the meaning of 11 U.S.C. Sec.
101(14).

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

                   Patrick Calhoun         $400
                   Senior Associates       $295
                   Associate Attorneys     $275

                  About Auto Care Mall of Fremont

Auto Care Mall of Fremont, Inc., in San Jose, California, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 12-56050)
on Aug. 15, 2012.  Judge Stephen L. Johnson presides over the
case.  The Law Office of Patrick Calhoun, Esq., serves as the
Debtor's counsel.  The Debtor scheduled $13,400,000 in assets and
$11,119,045 in liabilities.  The petition was signed by Gina
Baumbach, vice president.

On May 18, 2012, at the behest of the secured lender, Bank of
Marin, the Alameda County Superior Court of the State of
California appointed Susan L. Uecker as receiver to the Debtor's
real property commonly known as 40851-40967 Albrae Street, in
Fremont, California.  The Superior Court appointed the receiver to
address the Debtor's mismanagement and misappropriation of the
bank's cash collateral.

The property is improved with four single story warehouse
buildings totaling 38,226 square feet and is occupied exclusively
with auto service related businesses.  The property consists of
15 units, three of which are currently vacant.  The property
generates monthly rents totaling roughly $34,492 in addition to
common area maintenance charges totaling $8,235.

According to Bank of Marin, the Debtor owes the bank roughly
$6.5 million under two prepetition promissory notes.  The Debtor's
Schedule D identifies a judgment lien against the property held by
Bank of America to secure a $6 million claim scheduled by the
Debtor as a non-contingent, liquidated, and undisputed held by
Bank of America.   The Debtor's Schedules D identifies non-
contingent, liquidated and undisputed claims totaling $11.105
million that encumber the property, which the Debtor values at
$7.4 million.


BANKERS FOR REAL ESTATE: Case Summary & 5 Unsecured Creditors
-------------------------------------------------------------
Debtor: Bankers For Real Estate, LLC
        c/o Nyberg Financial, Inc.
        2163 Newcastle Avenue, Suite 150
        Cardiff, CA 92007

Bankruptcy Case No.: 12-12981

Chapter 11 Petition Date: September 25, 2012

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Margaret M. Mann

Debtor's Counsel: Ajay Gupta, Esq.
                  GUPTA LEGAL CENTER
                  402 West Broadway, Suite 400
                  San Diego, CA 92101
                  Tel: (619) 866 3444
                  Fax: (619) 330 2055
                  E-mail: ajay@guptalc.com

Scheduled Assets: $5,754,700

Scheduled Liabilities: $5,316,600

A copy of the Company's list of its five unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/casb12-12981.pdf

The petition was signed by Tamer Salameh, managing member.


BAPCO LLC: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: BAPCO LLC
        P.O. Box 5479
        Bremerton, WA 98312

Bankruptcy Case No.: 12-19797

Chapter 11 Petition Date: September 26, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Jeffrey B. Wells, Esq.
                  500 Union St., Suite 502
                  Seattle, WA 98101
                  Tel: (206) 624-0088
                  E-mail: paralegal@jeffwellslaw.com

Scheduled Assets: $666,443

Scheduled Liabilities: $3,900,391

A copy of the Company's list of its three unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/wawb12-19797.pdf

The petition was signed by Paul Pazooki, managing member.


BEALL CORP: Sec. 341 Creditors' Meeting Set for Oct. 30
-------------------------------------------------------
The U.S. Trustee in Portland, Oregon, will hold a Meeting of
Creditors pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 case
of Beall Corporation on Oct. 30, 2012, at 1:00 p.m. at UST1, US
Trustee's Office, in Portland, Rm 223.

Proofs of claim are due by Jan. 28, 2013.

Portland, Oregon-based Beall Corporation, a manufacturer of
lightweight, efficient, and durable tanker trucks, trailers and
related products, filed a Chapter 11 bankruptcy petition (Bankr.
D. Ore. Case No. 12-37291) on Sept. 24, 2012, estimating at least
$10 million in assets and liabilities.  Founded in 1905, Beall has
four factories and nine sale branches across the U.S.  The Debtor
has 285 employees, with an average weekly payroll of $300,000.

Judge Elizabeth L. Perris presides over the case.  The Debtor has
tapped Tonkon Torp LLP as counsel.


BEAZER HOMES: Inks $150-Mil. Credit Facility with Credit Suisse
---------------------------------------------------------------
Beazer Homes USA, Inc., on Sept. 24, 2012, entered into a
$150 million, three-year amended and restated senior secured
revolving credit facility with Credit Suisse AG, Cayman Islands
Branch, as agent.  The Credit Facility will replace the Company's
existing $22 million senior secured revolving credit facility, and
will be used for general corporate purposes of the Company and its
subsidiaries.

The Company may request increases in the amount of the Credit
Facility up to $200 million, subject to the availability of
additional commitments.

Substantially all of the Company's subsidiaries are guarantors of
the obligations under the Credit Facility.

The Company's ability to access borrowings under the Credit
Facility is subject to its completion of certain post-closing
obligations with respect to mortgages on its real property, which
are required to be completed within 90 days of the date of the
Credit Facility.

The Credit Facility will mature and all amounts outstanding
thereunder will be due and payable on Sept. 24, 2015.

A copy of the 2nd Amended Credit Agreement is available at:

                       http://is.gd/kwY68D

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company's balance sheet at June 30, 2012, showed $1.82 billion
in total assets, $1.64 billion in total liabilities, and
$179.07 million in total stockholders' equity.

                           *     *     *

Beazer carries (i) a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's, (ii) 'Caa2' probability of
default and corporate family ratings from Moody's, and
(iii) 'B-' issuer default rating from Fitch Ratings.

Moody's said in July 2012 that the 'Caa2' CFR reflects Moody's
expectation that Beazer's operating and financial performance,
while improving, will remain weak through fiscal 2013.
Moody's expects that Beazer's cash flow generation will continue
to be weak in fiscal 2012 and 2013.

"Our current rating outlook on Beazer is negative. We would
consider a downgrade if the company's EBITDA growth fails to meet
our expectations or if the downturn in the housing market lingers
longer than we expect and unit volume remains depressed," S&P
said in July 2012.

As reported by the TCR on Sept. 10, 2012, Fitch Ratings has
upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc.
(NYSE: BZH) to 'B-' from 'CCC'.  The upgrade and the Stable
Outlook reflect Beazer's operating performance so far this year,
its robust cash position, and moderately better prospects for the
housing sector during the remainder of this year and in 2013.  The
rating is also supported by the company's execution of its
business model, land policies, and geographic diversity.


BENADA ALUMINUM: Sells Unused Aluminum Press for $2.9 Million
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Benada Aluminum Products LLC was authorized by the
bankruptcy judge at a Sept. 25 hearing to sell an aluminum
extrusion press for $2.9 million to Tubelite Inc.

According to the report, the press was Benada's fourth and wasn't
in use.

Wells Fargo Bank NA, owed $7 million on a revolving credit and
term loan, and FLT Capital LLC, a part owner and owed $2 million
on a secured obligation, agreed to selling the press.

The report notes that a lawyer for Benada said at a hearing this
week that there are discussions with the lenders about stretching
out their debt.

                            About Benada

Benada Aluminum Products LLC was formed in 2011 to purchase assets
of two aluminum products manufacturing companies.  It purchased
via 11 U.S.C. Sec. 363 the Sanford facility of Florida Extruders
International (Case No. 08-07761).  It also purchased the assets
Miami, Florida-based Benada Aluminum of Florida Inc.  The Debtor
has since consolidated operations and operates only out of its
location in Sanford.

The Company filed for Chapter 11 protection on Aug. 1, 2012
(Bankr. M.D. Fla. Case No. 12-10518).  Judge Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, represents the Debtor.  The Debtor estimated
between $10 million and $50 million in assets and debts.

Wells Fargo is represented by Michael Demont, Esq., and Jay Smith,
Esq., at Smith Hulsey & Busey, in Jacksonville, Florida.  FTL
Capital is represented by Christopher J. Lawhorn, Esq., at Bryan
Cave LLP in St. Louis, Missouri.


BIG SANDY: To Sell Mile High Bank Via Chapter 11
------------------------------------------------
Mile High Banks disclosed an agreement under which it is to be
simultaneously sold and recapitalized with up to $90 million in
new capital, positioning the Bank to meet the capital requirements
set by its banking regulators and to resume making loans to
customers in Colorado.

Under the agreement, all of the Bank's stock is to be purchased by
Strategic Growth Bancorp Incorporated, a bank holding company with
banking locations in Texas and New Mexico.  The agreement calls
for a purchase price of $5.5 million, subject to a court-ordered
competitive bidding process, in addition to the infusion of up to
$90 million in new capital into the Bank.

"This transaction is the most effective way to recapitalize and
position the Bank to meet its regulatory requirements and have the
capital it will need in order to grow and resume making loans to
its community - all without financial assistance from the
government or taxpayers," said Dan Allen, president and chief
executive officer of the Bank and Big Sandy Holding Company.  "For
more than two years, the Bank has been hampered in its efforts to
make new loans because of our low capital levels, but the
recapitalization will position the Bank to resume lending to
customers and to once again compete strongly for banking business
in the Front Range and Eastern Plains communities in Colorado."

The Bank's current owner, Big Sandy Holding Company, will ask for
court approval to sell the Bank's common stock to SGB, with SGB
simultaneously investing the additional capital in the Bank.  This
process will be conducted under the supervision of the U.S.
Bankruptcy Court for the District of Colorado following a
voluntary Chapter 11 filing by the Holding Company.  As part of
the process, other qualified bidders will be given the opportunity
to submit competing bids for the Bank stock being sold, and any
qualified bidder would also be required to recapitalize the Bank
to an appropriate level and demonstrate the ability to promptly
receive the required regulatory approvals.

Mile High Banks will continue to operate as before, without
interruption, as the Holding Company's filing will not include the
Bank.  The Bank operates separately and independently from the
Holding Company.

"Mile High Banks will continue to offer the same protections to
its depositors as before, and customers will continue to have full
access to their accounts throughout this recapitalization
process," said Allen.  "Our offices will remain open as usual. Our
customers can rest assured that their deposits continue to be
insured to FDIC limits."

Keefe, Bruyette & Woods, Inc. served as financial advisor to the
Bank, and Ernie Panasci with Jones & Keller P.C. served as legal
counsel to the Bank and special regulatory counsel to the Holding
Company.

Mile High Banks is a Colorado chartered commercial bank whose
principal office is located in Longmont, Colorado, and it has 13
banking locations located along the Front Range and Eastern Plains
of Colorado.


BRAND ENERGY: Moody's Affirms 'B3' CFR/PDR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service changed Brand Energy & Infrastructure
Services, Inc.'s rating outlook to stable from negative, since it
is removing a liquidity constraint by refinancing its near-term
bank debt, resulting in an extended maturity profile. Moody's
assigned a B2 rating to the company's proposed senior secured bank
credit facility. Proceeds and some cash on hand will be used to
pay off Brand's existing $688 million 1st Lien Term Loan maturing
February 2014, to pay down the 2nd Lien Term Loan by $65.8
million, and to pay related interest, fees and expenses. Moody's
also affirmed Brand's B3 Corporate Family and Probability of
Default Ratings.

The following ratings/assessments were affected by this action:

  Corporate Family Rating affirmed at B3;

  Probability of Default Rating affirmed at B3;

  1st Lien Sr. Secured Revolving Credit Facility due 2014
  (springing maturity) rated B2 (LGD3, 39%);

  1st Lien Sr. Secured LC Facility due 2014 (springing maturity)
  rated B2 (LGD3, 39%);

  1st Lien Sr. Secured Term Loan due 2014 (springing maturity)
  rated B2 (LGD3, 39%); and,

  2nd Lien Sr. Secured Term Loan due 2015 affirmed at Caa2 (LGD5,
  89%).

Ratings Rationale

The change in Brand's rating outlook to stable from negative
incorporates Moody's view that the company is removing a liquidity
constraint by refinancing its near-term bank debt with a new bank
credit facility, effectively extending its nearest maturity to
November 2014. The proposed revolver credit facility would be
extended to 2017 and the proposed LC Facility and Term Loan would
each be extended to 2018 if Brand's 2nd Lien Term Loan maturing in
February 2015 is refinanced prior to November 2014.

The B2 rating assigned to the proposed senior secured bank credit
facility, one notch above the corporate family rating, reflects
its position as the most senior committed debt in Brand's capital
structure and the priority of payment relative to the company's
more junior commitments. The proposed bank credit facility will
have a first priority security interest in substantially all of
the company's domestic assets and 65% of the capital stock of the
company's first-tier foreign subsidiaries. It will be comprised of
a $75 million revolving credit facility, a fully funded $50
million letter of credit facility, and a $700 million term loan.
Moody's notes that LCs issued under this new facility will be
fully cash collateralized and in the event any outstanding LC is
drawn on, the resulting draw will be supported by cash held in a
restricted account under the exclusive control of the Agent. The
revolving credit facility and letter of credit facility will
replace Brand's existing revolver and LC facilities. Proceeds from
the term loan and some cash on hand will be used to pay off
Brand's existing $688 million 1st Lien Term Loan maturing February
2014, to pay down the 2nd Lien Term Loan by $65.8 million, and to
pay related interest, fees and expenses. The ratings assigned to
the existing 1st lien bank credit facilities will be withdrawn
upon closing.

Brand's B3 Corporate Family Rating remains constrained by its
highly leveraged capital structure. Brand's ability to generate
meaningful levels of earnings and free cash flow relative to the
amount of debt on its balance sheet remains limited. Brand's debt
leverage and interest coverage credit metrics will remain
stressed. Following the proposed transaction, pro forma debt-to-
EBITDA for the 12 months ended June 30, 2012 will improve to about
6.3 times from 6.6 times. However, interest coverage defined as
(EBITDA-CAPEX)-to-interest expense will deteriorate modestly to
1.3 times from 1.5 times for the same period (all ratios
incorporate Moody's standard adjustments). Cash interest payments
will increase by $10 million, which is very manageable for the
company. Nevertheless, Moody's recognizes Brand's operational
improvement and expansion across key end markets driven by
increased customer spending and share gains. Moody's also
anticipates the company should benefit from capital project wins
in the refining and chemical end markets, the main drivers of
Brand's revenues.

Positive rating actions could ensue if Brand demonstrates that its
recent operational improvement is sustainable and that it can
generate significant levels of operating earnings and free cash
flow. Debt-to-EBITDA trending towards 5.5 times or (EBITDA-CAPEX)-
to-interest expense sustained above 2.0 times (all ratios
incorporate Moody's standard adjustments) could result in upwards
ratings movement.

Negative rating pressures could result from Brand's liquidity
profile becoming constrained or its financial performance
deteriorating such that debt-to-EBITDA nears 7.0 times or (EBITDA-
CAPEX)-to-interest expense falls towards 1.0 times (all ratios
incorporates Moody's standard adjustments).

The principal methodology used in rating Brand 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.

Brand Energy & Infrastructure Services, Inc., headquartered in
Kennesaw, GA, is the largest multi-craft specialty services
company in North America. It provides scaffolding, insulation,
coatings and other services supporting the refining, chemical and
power industries. First Reserve Corporation, through affiliated
funds, is the majority owner of Brand. Revenues for the last
twelve months through June 30, 2012 totaled about $1.6 billion.


BRISTOW GROUP: Moody's Rates $425-Mil. Sr. Unsec. Note Issue Ba3
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Bristow Group
Inc.'s proposed $425 million senior unsecured note issue.
Bristow's other ratings were unchanged. The outlook is stable.

Net proceeds from this note offering will be used to refinance
Bristow's existing $350 million 7.5% senior unsecured notes
through a tender offer and/or redemption process, and for general
corporate purposes including repayment of other indebtedness.

"We view this largely debt-for-debt refinancing transaction to be
credit neutral to Bristow's ratings," said Sajjad Alam, Moody's
Analyst.

Issuer: Bristow Group Inc.

  Assignments:

    US$225M Senior Unsecured Regular Bond/Debenture, Assigned Ba3

    US$200M Senior Unsecured Regular Bond/Debenture, Assigned Ba3

    US$225M Senior Unsecured Regular Bond/Debenture, Assigned a
    range of LGD5, 74 %

    US$200M Senior Unsecured Regular Bond/Debenture, Assigned a
    range of LGD5, 74 %

  Downgrades:

    US$350M 7.5% Senior Unsecured Regular Bond/Debenture,
    Downgraded to a range of LGD5, 74 % from a range of LGD5, 73%

Ratings Rationale

Bristow's Ba2 CFR reflects its significant market position as a
helicopter transportation service provider to the offshore energy
industry, the global scope of its operations, the intrinsic value
in its mostly owned fleet of helicopters and good liquidity. With
559 aircraft (365 owned, including the recently acquired
helicopters from VIH) in 20 countries Bristow ranks as one of the
two top players in most major offshore markets and has long
standing relationships with a diverse group of large companies
engaged in the exploration, development and production of oil and
gas. The rating also benefits from the continued strength in
global offshore demand for medium and heavy helicopters,
particularly for use in the deepwater segment, for which the
majority of Bristow's new aircraft are suited. The Ba2 rating is
tempered by Bristow's indirect exposure to oil prices and to the
cyclical nature of the oilfield services sector, the capital
intensity of its operations and the relatively long (up to18-24
months) timeframe between the order of new helicopters and their
deployment in revenue generating operations.

Under Moody's Loss Given Default Methodology (LGD), the senior
unsecured notes are notched down from the CFR because of their
subordination to a substantial amount of prior ranking secured
debt. The new notes will rank pari passu with the existing $350
million 7.5% notes (which are being tendered) and be issued under
a largely similar indenture. The $242.5 million secured term loan
and $200 million secured revolver are rated Ba1, one notch above
the CFR given their preferential claim to Bristow's assets. The
credit facilities are secured by Bristow's US assets, including
cash and cash equivalents, accounts receivable, inventories, non-
aircraft equipment, prepaid expenses and other intangibles assets,
and the capital stock of certain domestic and international
subsidiaries. However, the majority of the company's helicopter
fleet is owned by, and the consolidated cash flows are generated
by, the international non-guarantor subsidiaries.

Bristow should have good liquidity through the end of 2013, which
is captured in Moody's SGL-2 Speculative Grade Liquidity rating.
At June 30, 2012 the company had $227 million of balance sheet
cash and revolver availability of $160 million. Cash flow from
operations, cash on hand and revolver availability should cover
Bristow's capital commitments through 2013, including new aircraft
purchases. The company should have sufficient headroom under its
two financial covenants (maximum debt/EBITDA of 4x and minimum
interest coverage of 3x) governing the credit facilities. Moody's
notes that there is substantial value in Bristow's owned aircraft,
which are well maintained and retain strong resale value over many
years, typically even in weak economic times.

The stable outlook reflects Moody's expectation that demand in the
offshore helicopter markets will remain robust and that Bristow
will manage the growth and operations of its helicopter fleet
without increasing leverage.

The ratings could be upgraded if Bristow can sustain adjusted
debt/EBITDA below 2.5x and keep its significant market position
and high fleet utilization.

The CFR and/or outlook could come under downward pressure if
adjusted debt/EBITDA remains elevated above 3.5x during an
upcycle. Any significant debt financed growth or shareholder
distributions may also negatively impact the rating.

The principal methodology used in rating Bristow Group was the
Global Oilfield Services 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.

Bristow Group Inc. headquartered in Houston, Texas, is a leading
provider of helicopter transportation services to the oil and gas
industry worldwide.


BRISTOW GROUP: S&P Gives 'BB' Rating on $425MM Sr. Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue rating
to Bristow Group Inc.'s proposed $425 million senior unsecured
note offering. "We have assigned a '4' recovery rating to this
debt, indicating our expectation of average (30% to 50%) recovery,
albeit at the low end of this range, in the event of payment
default. Our 'BB' corporate credit rating and negative outlook on
the company remains unchanged," S&P said.

Bristow plans to use the proceeds to redeem its $350 million of
senior unsecured notes due 2017 and for general corporate
purposes, including repayment of other debt. As of June 30, 2012,
Bristow had slightly more than $1 billion of Standard & Poor's
adjusted debt.

"The ratings on Houston-based Bristow Group Inc. (Bristow) reflect
Standard & Poor's Ratings Services' view of its participation in
the highly cyclical and volatile oil and gas industry, exposure to
weather and seasonal fluctuations that might limit flight hours,
aggressive financial policy, and the capital spending needs
inherent in the aviation industry. Our ratings also reflect that
Bristow's earnings and funds from operations (FFO) tend to be more
stable than its oilfield services peers' due to contract
structure, geographic diversity, and its mostly production-
oriented (versus development work for exploration and production
companies). We consider Bristow's business risk to be 'fair', its
financial risk to be 'aggressive', and sources of liquidity to
be 'adequate,'" S&P said.

RATINGS LIST
Bristow Group Inc.
Corporate credit rating                 BB/Negative/--

New Rating
Senior unsecured
Proposed $200 mil notes due 2022        BB
   Recovery rating                       4
Proposed $225 mil notes due 2020        BB
   Recovery rating                       4


BROADVIEW NETWORKS: Bingham Approved as Regulatory Counsel
----------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York authorized Broadview Networks
Holdings, Inc., et al., to employ the law firm of Bingham
McCutchen LLP as special regulatory counsel.

Bingham will assist the Debtors:

   a) in matters related to compliance with the requirements of
      various regulatory commissions and authorities as the
      Federal Communications Commission and state public utility
      commissions; and

   b) by providing ongoing representation and advice, including
      with respect to litigation in connection with various
      telecommunications regulatory matters.

The Debtors noted that they have applied, or intend to apply, to
the Court to employ (a) Willkie Farr and Gallagher LLP as general
bankruptcy counsel; (b) Kurtzman Carson Consultants LLC, as claims
and noticing agent; (c) Evercore Group L.L.C. as investment banker
and financial advisor; and (d) Ernst & Young LLP, as independent
auditor, to the Debtors.  The Debtors believe that the services of
Bingham will not duplicate the services that other professionals
will be providing to the Debtors in the Chapter 11 cases.

The Bingham attorneys leading the engagement are Catherine Wang
and Eric Branfman, both partners, Danielle Burt, of counsel, and
Denise Wood, an associate.  Additional attorneys will likely be
staffed to represent the Debtors.  The professionals who will be
involved in providing services as special regulatory counsel to
the Debtors have current standard hourly rates ranging between
$390 and $890.  Legal assistants that likely will assist in the
Chapter 11 cases have standard hourly rates ranging between
$200 and $300.

To the best of the Debtors' knowledge, Bingham represents no
adverse interest to the Debtors that would preclude Bingham from
acting as counsel to the Debtors in matters relating to FCC and
PUC regulatory issues.

                      About Broadview Networks

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

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

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

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

The Prepackaged Plan provides, among other things (i) holders of
senior secured notes aggregating $317.1 million, will recover 100%
of their claims; and holders of general unsecured claims estimated
at $25 million to $27 million will be paid in full in cash or will
have their claims reinstated as of the Effective Date.


BROADVIEW NETWORKS: Evercore Group Approved as Investment Banker
----------------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York authorized Broadview Networks
Holdings, Inc., et al., to employ Evercore Group LLC as investment
banker and financial advisor.

As reported in the Troubled Company Reporter on Aug. 30, 2012,
Evercore Group will serve as investment banker and financial
advisor for a monthly fee of $150,000 and a $3.2 million
restructuring fee.

                      About Broadview Networks

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

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

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

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

The Prepackaged Plan provides, among other things (i) holders of
senior secured notes aggregating $317.1 million, will recover 100%
of their claims; and holders of general unsecured claims estimated
at $25 million to $27 million will be paid in full in cash or will
have their claims reinstated as of the Effective Date.


BROADVIEW NETWORKS: KCC Approved as Claims and Noticing Agent
-------------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York authorized Broadview Networks
Holdings, Inc., et al., to employ Kurtzman Carson Consultants as
claims and notice and administrative agent.

Prior to the Petition Date, the Debtors provided KCC with a
retainer in the amount of $15,000.  KCC will apply any remaining
amounts of its prepetition retainer as a credit toward
postpetition fees and expenses.

                      About Broadview Networks

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

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

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

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

The Prepackaged Plan provides, among other things (i) holders of
senior secured notes aggregating $317.1 million, will recover 100%
of their claims; and holders of general unsecured claims estimated
at $25 million to $27 million will be paid in full in cash or will
have their claims reinstated as of the Effective Date.


BROADVIEW NETWORKS: Willkie Farr Approved as Bankruptcy Counsel
---------------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York authorized Broadview Networks
Holdings, Inc., et al., to employ Willkie Farr & Gallagher LLP
under a general retainer as bankruptcy counsel.

                     About Broadview Networks

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

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

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

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

The Prepackaged Plan provides, among other things (i) holders of
senior secured notes aggregating $317.1 million, will recover 100%
of their claims; and holders of general unsecured claims estimated
at $25 million to $27 million will be paid in full in cash or will
have their claims reinstated as of the Effective Date.


BROADVIEW NETWORKS: Ernst & Young OK'd to Provide Audit Services
----------------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York authorized Broadview Networks
Holdings, Inc., et al., to employ Ernst & Young LLP, as auditor.

The Debtors have employed EY LLP as independent auditor since
2002.  Subject to court approval, EY LLP will provide these
services:

   a) core audit services, including:

       i. auditing and reporting on the consolidated financial
          statements of BVNH for the year ending Dec. 31, 2012;
          and

      ii. reviewing BVNH's unaudited interim financial information
          before BVNH files its Form 10-Q as of and for the period
          ending Sept. 30, 2012.

   b) non-core audit services, including other audit-related
      services such as research or accounting consultation
      services related to periodic accounting consultations held
      with management and services associated with BVNH's
      reorganization filings, including, without limitation,
      services relating to incremental audit procedures regarding
      fresh start accounting and disclosures in interim and annual
      financial statements and procedures related to independence
      matters and Bankruptcy Court requirements, including any
      services required by bankruptcy employment and fee
      application requirements.

Dennis Deutmeyer, a partner of EY LLP, relates that the Debtors
have agreed to compensate EY LLP for the audit services based on a
combination of fixed fees and agreed hourly rates, depending on
the relevant audit services:

   a) Core Audit Services: EY LLP will charge the Debtors a fixed
      fee of $536,000 for all postpetition Core Audit Services
      provided.  The fee will be billed in these monthly
      installments:

         Date to be Billed                Amount To Be Billed
         -----------------                -------------------
         Sept. 30, 2012                        $80,000
         Oct. 31, 2012                         $80,000
         Nov. 30, 2012                        $100,000
         Dec. 31, 2012                         $75,000
         Feb. 28, 2013                        $100,000
         March 31, 2013                       $101,000

   b) Non-Core Audit Services: EY LLP will charge the Debtors
      based on its agreed hourly rates for all postpetition Non-
      Core Audit Services provided, according to this rate
      schedule:

         Title                              Rate Per Hour
         -----                              -------------
         National Accounting Technical Partner     $960
         Partner                                   $780
         Senior Manager                            $680
         Manager                                   $540
         Senior                                    $440
         Staff                                     $250

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

                      About Broadview Networks

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

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

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

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

The Prepackaged Plan provides, among other things (i) holders of
senior secured notes aggregating $317.1 million, will recover 100%
of their claims; and holders of general unsecured claims estimated
at $25 million to $27 million will be paid in full in cash or will
have their claims reinstated as of the Effective Date.


CALPINE CORP: Moody's Rates $615-Mil. Sr. Secured Term Loan 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Calpine
Corporation's planned issuance of a new $615 million senior
secured term loan due 2019. Concurrent with this rating
assignment, Moody's affirmed Calpine's Corporate Family Rating
(CFR) at B1 and its Probability of Default Rating at B1. Also,
Moody's has withdrawn the B1 rating assigned to a previously
announced $615 million senior note offering due 2023, which was
cancelled by the company on Friday, September 21st. The rating
outlook for Calpine is stable.

Ratings Rationale

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

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

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

The Calpine secured term loan will share in this collateral
package with existing lenders in the company's $1 billion
revolver, existing holders of senior notes and senior term loans.

Moody's has withdrawn the B1 (LGD4, 50%) rating assigned to the
originally planned $615 million senior note offering due 2023 for
business reasons as the financing was cancelled by the company on
September 21st.

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

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

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

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

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


CALVARY WELD: Case Summary & 13 Unsecured Creditors
---------------------------------------------------
Debtor: Calvary Weld Service, Inc.
        P.O. Box 97
        Pound, VA 24279

Bankruptcy Case No.: 12-71760

Chapter 11 Petition Date: September 26, 2012

Court: United States Bankruptcy Court
       Western District of Virginia (Roanoke)

Judge: William F. Stone Jr.

Debtor's Counsel: Robert Tayloe Copeland, Esq.
                  COPELAND & BIEGER, P.C.
                  P.O. Box 1296
                  Abingdon, VA 24212
                  Tel: (276) 628-9525
                  Fax: (276) 628-4711
                  E-mail: rcopeland@copelandbieger.com

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

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

A copy of the Company's list of its 13 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/vawb12-71760.pdf

The petition was signed by Christopher Strange, president.


CAREY LIMOUSINE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Carey Limousine L.A., Inc.
        aka Huntington Transportation
            Commonwealth Limousines
            Star's Limousines
        5730 Uplander Avenue, Suite 202
        Culver City, CA 90230

Bankruptcy Case No.: 12-12664

Chapter 11 Petition Date: September 25, 2012

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

About the Debtor: 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.

Debtor's Counsel: Matthew Barry Lunn, Esq.
                  YOUNG, CONAWAY, STARGATT & TAYLOR
                  1000 North King Street
                  Wilmington, DE 19809
                  Tel: (302) 571-6600
                  E-mail: bankfilings@ycst.com

Debtor's
Co-Counsel:       WILLKIE FARR & GALLAGHER LLP

Estimated Assets: $100,001 to $500,000

Estimated Debts: $100,000,001 to $500,000,000

The petition was signed by Mitchell J. Lahr, vice president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Plaintiffs in Aguilar Arbitration  Litigation           $4,517,416
c/o Beth Ross, Esq.
LEONARD CARDER, ET AL.
1188 Franklin Street, Suite 201
San Francisco, CA 94109

Ogun Service Company, LLC          Trade                   $30,668
4714 West 163rd Street
Lawndale, CA 90260

Ross Limo, Inc.                    Trade                   $27,177
3751 Scadlock Lane
Sherman Oaks, CA 91403

Nebalsolo LLC                      Trade                   $23,378

Fulcrum Livery, LLC                Trade                   $19,240

Dell' Amore Limousine              Trade                   $18,570

Alimousine Corporation             Trade                   $18,255

Lax Limousine Service Inc.         Trade                   $17,401

Bluesky Shuttle & Bus Charters     Trade                   $17,246

Style Trans Inc.                   Trade                   $15,976

Prime Limousine Service, LLC       Trade                   $15,642

Eilat International LLC            Trade                   $15,474

Gabriel Limo Svs. Gls. Corp.       Trade                   $13,954

Crystal Limousines & Tours, Inc.   Trade                   $11,839

Eeman Inc.                         Trade                   $10,410

Dct Services Company LLC           Trade                   $10,353

Hirang Inc.                        Trade                   $10,125

Service Plus, LLC                  Trade                    $9,458

Eugene Bakalinsky                  Trade                    $8,142

Arrow Towncar & Limousine Service  Trade                    $7,925


CDKP DEVELOPMENT: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: CDKP Development, Inc.
        572 Country Club Dr. West
        Arapahoe, NC 28510

Bankruptcy Case No.: 12-06871

Chapter 11 Petition Date: September 26, 2012

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: George M. Oliver, Esq.
                  OLIVER FRIESEN CHEEK, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@ofc-law.com

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

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

A copy of the Company's list of its 16 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nceb12-06871.pdf

The petition was signed by Philip Hedrick, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Christopher B. & Tandra L. Garner      12-00399   01/17/12


CHAP - KHS: Chapter 9 Case Summary
----------------------------------
Debtor: CHAP - KHS
        300 Fourth Street South
        Minneapolis, MN 55415

Bankruptcy Case No.: 05-11111

Chapter 9 Petition Date: September 26, 2012

Court: District of Minnesota (Minneapolis)

Judge: Kathleen H. Sanberg

Debtor's Counsel: Pro Se

Affiliates that simultaneously filed for Chapter 9:

     Debtor             Case No.
     ------             --------
   CHAP - NCD          05-22222
   CHAP - RJK          05-55555


CHARLIE MCGLAMRY: Plan Outline Hearing Scheduled for Oct. 2
-----------------------------------------------------------
The Hon. James P. Smith of the U.S. Bankruptcy Court for Middle
District of Georgia will convene a hearing on Oct. 2, 2012, at
10 a.m., to consider adequacy of the Disclosure Statement
explaining Charlie N. Mcglamry's proposed Chapter 11 Plan.

As reported in the Troubled Company Reporter on Aug. 30, 2012,
Mr. McGlamry filed a proposed Chapter 11 plan that contemplates
the creation of a liquidating trust and the appointment as plan
trustee of Ward Stone, Esquire, a prominent, well-known bankruptcy
lawyer in the Middle District of Georgia.

According to the Disclosure Statement, non-exempted assets of the
Debtor will be transferred to a liquidating trust.  The trustee
also will have the power to pursue any causes of action provided
for under the bankruptcy code or state law against third parties.
Finally, the Debtor will make certain payments to the trust of his
disposable income over a period of three years from the Effective
Date of the Plan.

The Debtor owes Synovus Bank on a $5.559 million loan secured by
74 acres of undeveloped commercial property at the intersection of
Russell Parkway and Corder Road in Houston County, Georgia.  The
Debtor will convey his right to the property in full satisfaction
of the secured claim.

The Debtor has an unsecured debt of $4.5 million on an obligation
relating to his interest in a non-Debtor entity known as Oaky
Timberlands, LLC.  In addition, the Debtor owes $20 million to
unsecured creditors on account of a personal guarantee of the
indebtedness of his affiliated companies.  The unsecured creditors
will share pro rata with Synovus in the proceeds from the
liquidating trust.

A copy of the Disclosure Statement dated Aug. 24, 2012, is
available at http://bankrupt.com/misc/Charlie_McGlamry_DS.pdf

                     About Charlie N. McGlamry

Centerville, Georgia-based real estate developer Charlie N.
McGlamry filed a petition for Chapter 11 protection, along with
his 14 companies, in Macon, Georgia on May 9, 2012.

Over the past 44 years, Mr. McGlamry has managed to successfully
develop numerous real estate developments in and around Houston
County, Georgia.  Mr. McGlamry continues to operate his real
estate development business through sole proprietorship McGlamry
Properties -- http://www.mcglamryproperties.com-- and USA Land
Development Inc.  Mr. McGlamry individually owns, through his sole
proprietorship, approximately, 74 acres of undeveloped commercial
property at the intersection of Russell Parkway and Corder Road in
Houston County, Georgia.  Mr. McGlamry established a number of
single member limited liability companies and sole shareholder
corporations to own and develop specific tracts of land.

Mr. McGlamry and his affiliated companies sought joint
administration of their Chapter 11 cases and have Mr. McGlamry's
as the lead case (Bankr. M.D. Ga. Case No. 12-51197).  Judge James
P. Smith oversees the case.

Cohen Pollock Merlin & Small, PC, serves as the Debtors' Chapter
11 counsel.  Nichols, Cauley & Associates, LLC, serves as their
accountant.

Mr. McGlamry, as sole shareholder or member, signed Chapter 11
petitions for USA Land Development (Case No. 12-51198); Barrington
Hall Development Corp. (12-51199); Bear Branch LLC; By-
Pass/Courthouse LLC (12-51201); Chinaberry Place, LLC (12-51202);
Eagle Springs LLC (12-51203); Elmdale Development, LLC (12-51204);
Gurr/Kings Chapel Road, LLC (12-51205); Jaros Development LLC
(12-51206); Lake Joy Development, LLC (12-51207); Old Hawkinsville
Road, LLC (12-51208); South Houston Development, LLC (12-51209);
The Villages at Nunn Farms, LLC (12-51210); and Houston-Peach
Investments LLC (12-51212).

Mr. McGlamry estimated up to $50 million in assets and up to
$100 million in liabilities in his Chapter 11 filing.  The Debtors
tapped Cohen Pollock Merlin & Small, PC, as bankruptcy counsel.


CHINA GREEN: Issues 150.3 Million Common Shares for $1.5 Million
----------------------------------------------------------------
In connection with a security purchase agreement between China
Green Creative, Inc., and 236 investors, on Sept. 19, 2012, the
Company closed an offering of $1,503,500 in which the Company
issued a total of 150,350,000 shares of the Company's common
stock, par value $0.001 per share at a purchase price of $0.01 per
share.

The Investors except Han Sing Investment Incorporated are
individuals and regional independent third-party distributors of
the Company.  None of these individual distributors held any
shares of the Company prior to the Closing Date or was issued more
than 5% of the shares of the Company in the Reg. S offering.

Han Sing is a Cayman company wholly owned by Mr. Xinghua Chen.
Mr. Chen is a director of the Company and is actively involved in
the Company's daily operation and management.  Prior to the Reg.
S. Offering, Han Sing held approximately 245,417 shares of the
Company's Common Stock, representing 4.9% of the shares of issued
and outstand Common Stock before the Closing Date.  Han Sing
purchased 88,700,000 shares of the Company's Common Stock in the
Reg. S Offering, resulting in its holding of approximately 57.1%
of the Company's Common Stock.  Through his ownership of Han Sing,
Mr. Xinghua Chen became a controlling shareholder of the Company.
The Company's Board of Directors has determined that the issuance
to Han Sing will be disclosed as a related party transaction.

A copy of the Securities Purchase Agreement is available at:

                        http://is.gd/3f04rn

                         About China Green

China Green Creative, Inc., located in Shenzhen, Guangdong
Province, People's Republic of China, is principally engaged in
the distribution of consumer goods and electronic products in the
PRC.

After auditing the 2011 results, Madsen & Associates CPA's, Inc.,
in Salt Lake City, Utah, expressed substantial doubt about China
Green Creative's ability to continue as a going concern.  The
independent auditor noted that the Company does not have the
necessary working capital to service its debt and for its planned
activity.

The Company reported a net loss of $344,901 on $1.93 million of
revenues for 2011, compared with a net loss of $3.35 million on
$2.78 million of revenues for 2010.

The Company's balance sheet at June 30, 2012, showed $5.43 million
in total assets, $7.43 million in total liabilities, and a
$2 million total stockholders' deficit.


CHRYSLER LLC: Fiat Seeks Ruling on Dispute With Trust Over Shares
-----------------------------------------------------------------
Giada Zampano And Christina Rogers at Dow Jones' Daily Bankruptcy
Review reports 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 recalls that 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. 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 Group

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.
Chrysler has changed its corporate name to Old CarCo following its
sale to a Fiat-owned company.  As of December 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 has a 20% equity interest in Chrysler Group.

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

                          *     *     *

As reported in the Troubled Company Reporter on June 6, 2011,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Chrysler Group LLC. The rating outlook is stable.
"At the same time, we assigned our issue-level rating to
Chrysler's $4.3 billion senior bank facilities ('BB') and $3.2
billion second-lien notes ('B'). The recovery ratings are '1' and
'5'. The company recently completed this financing," S&P stated.


CLAIRE'S STORES: Moody's Upgrades CFR to 'Caa1'; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service upgraded Claire's Stores, Inc.'s
Corporate Family and Probability of Default ratings to Caa1 from
Caa2. At the same time, Moody's raised Claire's Speculative Grade
Liquidity rating to SGL-2 from SGL-3. The rating outlook is
stable.

The upgrade of Claire's Corporate Family Rating to Caa1 reflects
its ability to address its substantial term loan maturity in 2014
by refinancing it with a $625 million add-on to its existing
senior secured first lien notes due 2019. The upgrade of the
Speculative Grade Liquidity rating to SGL-2 reflects the positive
impact on the company's near-term liquidity as a result of the
successful closing of its $115 million revolving credit facility
maturing in 2017. These refinancings provide Claire's with
financial flexibility as Claire's nearest material debt maturity
now occurs on June 15, 2015 when the company's $522 million senior
unsecured notes mature. However, Moody's notes that the revolving
credit facility has a springing maturity of April 1, 2015 should
the senior unsecured notes not be refinanced or repaid by March
31, 2015. The upgrade also considers that despite and increase in
annual interest expense as a result of the refinancing, Moody's
anticipates that Claire's can fully cover this higher interest
burden on an EBITA basis.

Ratings upgraded:

Corporate Family Rating to Caa1 from Caa2

Probability of Default Rating to Caa1 from Caa2

Senior secured first lien notes due 2019 to B2 (LGD 2, 29%) from
B3 (LGD 2, 28%)

Senior secured second lien notes due 2019 to Caa2 (LGD 4, 62%)
from Caa3 (LGD 4, 62%)

Senior unsecured notes due 2015 to Caa2 (LGD 4, 62%) from Caa3
(LGD 4, 62%)

Senior subordinated notes due 2017 to Caa3 (LGD 6, 94%) from Ca
(LGD 6, 94%)

Speculative Grade Liquidity rating to SGL-2 from SGL-3

Rating affirmed:

$115 million revolving credit facility due 2017 at B2 (LGD 2,
29%)

Ratings confirmed and to be withdrawn:

Senior secured revolving credit facility due 2013 at B3 (LGD 2,
28%)

Senior secured term loan B due 2014 at B3 (LGD 2, 28%)

Ratings Rationale

Claire's Caa1 Corporate Family Rating reflects its very high
leverage and weak interest coverage. Debt to EBITDA was 8.3 times
for twelve months ended July 28, 2012, and EBITA to interest
expense pro forma for the refinancing is only 1.0 time. Moody's
also expects credit metrics will remain weak and at levels
consistent with a Caa1 rating over the next twelve to eighteen
months given Claire's substantial level of debt -- about $2.4
billion -- relative to its earnings.

The Caa1 rating also considers that despite Claire's improved
near-term financial flexibility resulting from the recent
refinancings, the company is still faced with a $522 million
senior unsecured note maturity on June 1, 2015. Claire's $115
million revolving expiring in September 2017 also has a springing
maturity to April 1, 2015 if the company's senior unsecured notes
are not refinanced or repaid by March 31, 2015.

Favorable rating consideration is given to Claire's value
positioned price points, international geographic presence, well
known brand name, and high margins relative to specialty retail
peers. Also considered is Claire's good liquidity profile as
indicated by its SGL-2 Speculative Grade Liquidity rating. Moody's
expects that Claire's will be able to cover its working capital,
capital expenditure, and debt service requirements with internal
sources of cash, and as a result, will not need to borrow under
its revolving credit facility other than to fund possible short
term working capital needs. While the company may generate
negative free cash flow over the next twelve months as a result of
growth capital expenditures, Moody's expects any shortfall will be
funded from Claire's existing balance sheet cash.

In addition to Claire's improved near-term financial flexibility,
the stable outlook incorporates Moody's expectation that Claire's
earnings will improve modestly, but not enough to meaningfully
improve its credit metrics.

A higher rating would require Claire's operating performance to
improve or absolute debt levels to fall such that the company can
achieve and maintain EBITA to interest expense above 1.25 times
and debt to EBITDA below 7.5 times. Ratings could be downgraded if
Claire's operating performance, liquidity, and/or interest
coverage deteriorate, or if the company's probability of default
were to increase for any reason.

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

Claire's Stores, Inc., headquartered in Hoffman Estates, IL is a
specialty retailer of value-priced jewelry and fashion accessories
for pre-teens and young adults. It operates 3,074 stores and
franchises 376 stores in North America, Europe, and Asia. Revenues
are about $1.5 billion.


CONTEC HOLDINGS: Garden City Group Approved as Admin. Agent
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, according
to CHL, Ltd., et al.'s case docket, authorized the Debtors to
employ Garden City Group, Inc. as administrative agent.

                       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.


CONTEC HOLDINGS: Pepper Hamilton Approved as Delaware Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, according
to CHL, Ltd., et al.'s case docket, authorized the Debtors to
employ Pepper Hamilton LLP as Delaware counsel.

                       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.


CORDILLERA GOLF: Settles Dispute With Creditors; To Sell Assets
---------------------------------------------------------------
John Mossman at The Denver Post reports that Cordillera Golf Club
has completed successful mediation of a legal dispute with the
Cordillera Property Owners, the Cordillera Transition Committee
and the Official Creditors Committee.  The parties agree that the
club will be sold before the end of this year.

According to the report, all cash bids for the operating assets of
the club are expected to be received by Dec. 3.  In the event of
multiple bids, an auction would be held.  The sale will close
before Dec. 28.  Cordillera, in the Vail Valley near Edwards,
likely will be sold as a single asset, the report adds.

The report notes the adjacent Lodge & Spa at Cordillera, which is
separately owned, is not part of the proceedings.

The report relates the settlement is subject to final court
approval.

The report, citing a statement released on Sept. 26, relates the
club said mediation "provided a framework for resolution of
lawsuits between membership and ownership over financial matters,
dues structures, ownership rights and the future of club
facilities" -- which include three 18-hole golf courses, a short
course for instruction, an athletic club and three clubhouses with
restaurants.  There are about 1,100 homeowners in the Cordillera
communities.

"I am happy that we were able to come to a resolution of disputes
that have affected our homeowners, club members, the community and
my family for more than two years," the report quotes club owner
David Wilhelm as stating.  "It's time to move on in the most
positive way."

The report adds the bankruptcy case was complicated by litigation
between Mr. Wilhelm and 610 club members.

The report relates, last spring, Mr. Wilhelm promised to open all
four golf courses but -- for the second year in a row -- opened
only the Valley course.  He also laid off dozens of workers.

According to the report, current and former club members sued Mr.
Wilhelm in a class-action lawsuit, saying if he was going to open
only 25% of the golf courses, they wanted 75% of their dues back.
Members say the Wilhelm Family Partnership collected $8 million in
membership dues last year and paid itself almost $1 million while
failing to open three courses, thus violating the membership
agreement.  The report says the lawsuit asked that 2011 dues be
repaid and that all of the membership deposits be refunded.  Such
a payout could have totaled $108 million.

The report relates Mr. Wilhelm sued the members for $96 million,
claiming they were trying to drive him out so they could take
over.

The report adds the bankruptcy case had been transferred from
Delaware, where Mr. Wilhelm's management company is incorporated,
to U.S. Bankruptcy Court in Denver.

                       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, the same day a $12.7 million loan was due to Alpine
Bank of Colorado.

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.

The club blamed lower membership rates and tensions with current
members for the bankruptcy.

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.


CORTE MADERA: S&P Affirms 'B+' Corp. Credit Rating; Outlook Neg
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Corte Madera, Calif.-based Il Fornaio (America) Corp. to negative
from stable. "At the same time, we affirmed all ratings on the
company, including the 'B+' corporate credit rating," S&P said.

"We also affirmed our 'BB-' (one notch above the corporate credit
rating) ratings on the company's senior secured bank credit
facilities, which consist of a five-year revolver and a six-year
term loan. The recovery rating is '2', indicating our expectation
of substantial (70% to 90%) recovery for lenders in the event of a
payment default," S&P said.

"The outlook revision reflects weaker-than-expected EBITDA
performance that will defer the improvement in credit protection
measures we were anticipating in the next 12 months," said
Standard & Poor's credit analyst Andy Sookram. "We also think that
profits will be lower than our prior expectations because food
cost inflation will hurt earnings and profit contribution from
store openings will be delayed into 2013 due to timing of the
openings. As a result, we view credit protection measures to be
consistent with levels we consider 'highly leveraged,'
representing a revision from our prior assessment of
'aggressive.'"

"The negative outlook reflects our expectation that commodity cost
pressures and slower growth will squeeze profit margins and cash
flows over the next year, resulting in weaker-than-expected credit
measures. We could lower the ratings if performance deteriorates,
precipitated by higher-than-anticipated cost inflation or
intensified competition that leads to negative same-store sales.
For example, a downgrade could occur if EBITDA declines by about
11%, leverage increases to the mid-6x area on a sustained basis,
and FFO/debt drops below 12%," S&P said.

"For an outlook revision to stable, Il Fornaio would need to
expand its earnings base such that EBITDA increases about 10% from
current levels through new company-operated restaurants or cost
initiatives and the financial risk profile improves to aggressive
from highly leveraged. In this instance, we would need to see
leverage in the low-5x area and FFO to debt about 17% or higher,"
S&P said.


COTT CORP: Moody's Affirms 'B2' Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service revised Cott Corporation's rating
outlook to positive from stable to reflect recent margin
enhancements, solid cash generation and the expectation for a
further reduction in leverage. All long-term ratings for Cott
Corporation and Cott Beverages, Inc. (collectively referred to as
"Cott"), including the B2 Corporate Family Rating, were affirmed.

The following ratings were affirmed at Cott Corporation:

  Corporate Family Rating ("CFR") at B2;

  Probability of Default Rating ("PDR") at B2; and

  Speculative grade liquidity rating at SGL-2.

The following ratings were affirmed at Cott Beverages, Inc.:

  $375 million senior unsecured notes due 09/01/2018 at B3 (LGD4,
  68% from 66%); and

  $215 million senior unsecured notes due 11/15/2017 at B3 (LGD4,
  68% from 66%).

Ratings Rationale

The positive outlook reflects Moody's view that Cott's margins
will continue to improve over the next twelve months in the face
of falling volumes due to a combination of successful pricing
actions, culling of low margin business, growing its contract
manufacturing base and vertical integration efforts. As part of
its margin restoration efforts, Cott has begun exiting low margin
business, such as case pack water, and walked away from low margin
accounts. Moody's expects better margin performance coupled with a
reduction in capital spending, upon the completion of the
implementation of bottle blowing capacity across their
manufacturing footprint, to result in improved cash flows. The
outlook anticipates that management will allocate a portion of its
free cash flow to both debt reduction and shareholder
distributions, either through a dividend or share repurchases, and
will remain committed to its stated goal of reducing its net
leverage to 2.0x, on a sustainable basis.

The B2 CFR continues to reflect expectations of solid credit
protection metrics, Cott's leadership position as the largest
private label beverage producer in NA, with broad product
offerings and manufacturing footprint, and a good liquidity
profile. Moody's adjusted leverage of roughly 3.5x at June 30,
2012 is viewed as relatively low compared to similarly rated
peers, but is an important mitigating factor to the company's
limited market share of the larger NA beverage category, low
margins, sales concentration with Walmart and historical
volatility in its operating performance due to the company's
exposure to commodity input prices and vulnerability to pricing
decisions of branded industry players and retailers. Further, the
ongoing volume declines in both its carbonated soft drink (CSD)
and juice businesses continues to temper earnings growth and
margin expansion. While Moody's views the decline in CSD's as
permanent shift in consumer demand, the decline in juices is
viewed as more of a temporary phenomena tied to the high costs
apple juice concentrate and related price increases that have been
implemented to preserve gross margin levels.

Given the potential for volatility in Cott's operating
performance, a ratings upgrade is unlikely prior to debt reduction
that supports leverage below 3.5 times, on a sustainable basis,
complemented by a good liquidity profile and the stabilization of
juice volumes. A decline in earnings as a result of further volume
declines or a contraction of Cott's liquidity could warrant the
stabilization of Cott's rating outlook. Adjusted Debt-to-EBITDA,
approaching 5.5 times would likely result in a ratings downgrade.

The principal methodology used in rating Cott Corporation was the
Global Soft Beverage 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.

Headquartered in Toronto, Ontario, and Tampa, Florida, Cott
Corporation is one of the world's largest private label beverage
companies. Cott's product portfolio includes CSD's, clear, still
and sparkling flavored waters, juice, juice-based products,
bottled waters, energy related drinks, and ready-to-drink teas.
Cott's customers include many of the largest national and regional
grocery, drugstore, wholesalers and convenience store chains.
Sales for the twelve months ending June 30, 2012 were
approximately $2.3 billion.


CRAMER MOUNTAIN: Chapter 11 Filing Stays Foreclosure Sale
---------------------------------------------------------
The Chapter 11 filings of Cramer Mountain Country Club &
Properties, Inc., and Cramer Mountain Country Club Corp. suspended
the foreclosure sale of the club, its golf course property, and
the Gastonia's City Club, according to a report by Ragan Robinson
at Gaston Gazette.  The foreclosure sale was originally scheduled
for Sept. 26, 2012, the report says.

The report notes court documents also detail a month of legal
wrangling during which The City Club president, Graham Bell,
battled to keep the restaurant running, pay employees and collect
a $49,000 salary himself.  According to the report, legally, a
sale suspension like the one granted Mr. Bell's corporations can
be limited to 30 days.  The Debtor can request an extension.

The report says Mr. Bell's attorneys, in the bankruptcy filing,
estimated the country club's assets at $309,301.  Estimated
liabilities for the country club are $6.58 million.  The City Club
has assets of $667,112, while liabilities exceed $4.46 million.

The report says Mr. Bell's name appears among the creditors listed
in bankruptcy documents for Cramer Mountain Country Club &
Properties, saying he is owed $2 million.

The report adds income from the country club and The City Club
thus far in 2012 comes to $734,542.37, based on a statement of
financial affairs filed in bankruptcy court.  For 2011, the two
brought in $1.93 million.  In 2010, consolidated revenue was
recorded as $1.74 million.

According to the report, on Sept. 5, attorneys filed a request
that The City Club be allowed to employ Mr. Bell, the corporation
president, at an annual salary of $49,280.  The court granted
previous requests to pay 14 employees a total of $7,210 earned
before the initial bankruptcy petition.

The report relates Mr. Bell expects to work an average of 50 hours
per week with duties including business development, bookkeeping,
corporate organization, restaurant and party management and office
work, the report says.  The report notes bankruptcy documents also
indicate Mr. Bell said in court proceedings he has not received a
salary from The City Club for more than a year.

The report adds Alliance Bank objected to Mr. Bell's hiring,
saying Mr. Bell's management of The City Club, the country club
and other corporations he heads led the companies seeking court
protection.

Based in Cramerton, North Carolina, Cramer Mountain Country Club &
Properties, Inc., and its affiliate Cramer Mountain Country Club
Corp. filed for Chapter 11 protection (Bankr. W.D. N.C. Lead Case
No. 12-32018) on Aug. 22, 2012.  Judge J. Craig Whitley presides
over the case.  Jason L. Hendren, Esq., and Rebecca F. Redwine,
Esq., at Hendren & Malone, PLLC, represent the Debtors.  The
Debtor listed assets of $309,301, and liabilities of $6,581,421.


DAE AVIATION: Moody's Raises CFR to B3; Rates New Term Loan B2
--------------------------------------------------------------
Moody's Investors Service upgraded DAE Aviation Holdings, Inc.'s
corporate family and probability of default ratings to B3 from
Caa1, assigned a B2 rating to DAE's proposed $520 million senior
secured term loan 'B' and affirmed the Caa2 rating on DAE's
existing $325 million senior unsecured notes. The ratings upgrade
is driven by DAE's debt refinancing plan which, once executed,
will greatly improve the company's liquidity. The outlook is
stable.

Net proceeds from the new term loan and new $175 million ABL
facility (unrated) will be used to refinance DAE's existing $469
million term loan (due July 2014) and $100 million revolver (due
July 2013). The new ABL and term loan will initially mature in
January 2015 (extending to 2017 and 2018 respectively if DAE's
$325 million July 2015 senior notes are refinanced) and are
expected to provide significantly greater leeway against bank
financial covenants compared to the existing facilities. The B2
ratings on the existing term loan and revolving credit facility
will be withdrawn when the transaction closes.

Ratings Rationale

DAE's B3 corporate family rating primarily reflects its highly
leveraged capital structure (pro forma adjusted Debt/ EBITDA of
about 6.6x) and Moody's expectation that working capital
requirements will consume a good portion of DAE's surplus cash
balances through 2013. However, DAE has a sizeable backlog, a
strong competitive position in a market with good long-term
fundamentals, good diversification across end markets, and
capabilities across a broad range of aircraft engine platforms. In
addition, increased aviation activity and favorable outsourcing
trends should support modestly higher demand for DAE's
maintenance, repair and overhaul ("MRO") services. Over the next
12 to 18 months, Moody's expects DAE will record revenue growth in
the mid single digits with stable margins, allowing for
deleveraging of Debt/EBITDA towards 5.5x.

DAE's new ABL facility will be secured by a first charge on
accounts receivables and inventory, and a second lien on all other
assets whereas the term loan 'B' has the reciprocal security
package. As a result, the ABL facility is ranked ahead of the term
loan facility in accordance with Moody's Loss Given Default
Methodology, reflecting the relatively liquid nature of
receivables and inventory compared to fixed assets.

Moody's expects the company to have modest top line growth with
slight deleveraging. The rating outlook is therefore stable.

The rating could be moved up if DAE maintains an adequate
liquidity profile and sustains adjusted leverage below 5x. The
rating could be downgraded if liquidity becomes stressed or if
adjusted leverage exceeds 7x.

The principal methodology used in rating DAE 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.

Headquartered in Tempe, Arizona, DAE Aviation Holdings, Inc. is a
100%-owned subsidiary of Dubai Aerospace Enterprises LTD, and is a
leading provider of aircraft maintenance, repair and overall (MRO)
services, and aircraft completion and modification work to the
commercial, business, military and general aviation industries.
Revenue for the last twelve months ended June 30, 2012 was $1.6
billion, of which more than 85% was generated in North America.


DAVE & BUSTER'S: IPO Filing No Impact on Moody's 'B3' Ratings
-------------------------------------------------------------
Moody's Investors Service stated that the ratings and ratings
outlook for Dave & Buster's Inc's. ("Dave & Buster's, B3, stable)
are not affected by the filing of an S-1 registration statement
with the Securities and Exchange Commission (SEC) for a potential
initial public offering (IPO) by the company's parent, Dave &
Buster's Entertainment Inc.

Moody's views the S-1 filing favorably in part because of the
specified use of proceeds being designated for debt reduction. In
the event the IPO and use of proceeds are successfully executed as
proposed and operating performance continues as expected, there
could be positive ratings improvement.

The company operates under the Dave & Buster's and Dave & Buster's
Grand Sports Caf‚, and owned and operated 59 stores in 25 states
and Canada in addition to one franchised store operating in Canada
as of June 29, 2012. Revenues for the last twelve months ended
July 29, 2012 were approximately $577 million.


DEAN FOODS: Moody's 'Ba3' CFR Remain on Review for Downgrade
------------------------------------------------------------
Moody's Investors Service said on Sept. 27 that following the
announcement by Dean Foods Company that it was exploring an option
that might result in the sale of its Morningstar business, Dean
Foods' Ba3 Corporate Family and other ratings would remain on
review for downgrade. Dean said it has not yet identified a buyer
for the business and would only sell it in a transaction that
maximizes shareholder value and helps ensure the future success of
the business.

Moody's placed Dean's ratings on review for downgrade following
the announcement in early August that it will IPO and then spin-
off its WhiteWave/ Alpro Division. Following the IPO, Dean will
own at least 80% of WhiteWave's common stock, which it then
intends to spin off to its shareholders in a tax free distribution
to occur no earlier than the expiration or waiver of a 180-day
lock-up period after completion of the IPO. Dean Foods stated that
it will use IPO proceeds, as well as new debt that will be issued
at the WhiteWave level, to repay and reduce debt outstanding under
its existing senior secured credit facility. At the same time, it
intends to narrow the focus of the remaining company to be more
reliant on its volatile and low margin commodity milk business.
The sale of Morningstar, could, if successful, allow for more
deleveraging, although it would also further diminish the scale
and diversity of the remaining business. The additional proceeds
from a Morningstar sale could result in lower leverage than that
resulting from a White Wave spin off alone. This further reduction
of leverage could benefit the remaining business, but the final
financial and business profile of the company post the WhiteWave
spin and Morningstar sale transactions remains to be seen.

The principal methodology used in rating Dean Foods was Moody's
Global Packaged Goods Methodology, published in July, 2009 and
available on www.moodys.com in the Rating Methodologies sub-
directory under the Research & Ratings tab. Other methodologies
and factors that may have been considered in the process of rating
this issuer can also be found in the Rating Methodologies sub-
directory on Moody's website.

Dean Foods ("Dean") is the largest processor and distributor of
milk and various other dairy products in the United States and the
largest producer of soy milk in Europe. The company also markets
and sells a variety of branded dairy and dairy-related products
including Silk(R) soymilk and almondmilk, Horizon Organic(R) dairy
products, International Delight(R) coffee creamers and beverages,
LAND O'LAKES(R)creamers and fluid dairy products, and cultured
dairy products. Headquartered in Dallas, Texas, Dean Foods had
sales of approximately $13 billion for the latest twelve months
ending June 30, 2012.


DERRY & WEBSTER: Case Summary & 13 Unsecured Creditors
------------------------------------------------------
Debtor: Derry & Webster, LLC
        253 Main Street
        Nashua, NH 03060

Bankruptcy Case No.: 12-12958

Chapter 11 Petition Date: September 25, 2012

Court: U.S. Bankruptcy Court
       District of New Hampshire (Manchester)

Judge: J. Michael Deasy

Debtor's Counsel: Robert L. O'Brien, Esq.
                  O'BRIEN LAW
                  P.O. Box 357
                  New Boston, NH 03070-0357
                  Tel: (603) 459-9965
                  Fax: (603) 250-0822
                  E-mail: roboecf@gmail.com

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

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

A copy of the Company's list of its 13 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nhb12-12958.pdf

The petition was signed by Vatche Manoukian, managing member.


DICKINSON THEATRES: Files for Chapter 11 Along With Plan
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dickinson Theatres Inc., an operator of 18 movie
theaters in seven states, filed a proposed reorganization plan
along with a Chapter 11 petition (Bankr. D. Kan. Case No. 12-
22602) on Sept. 21 in Kansas City, Kansas.

According to the report, based in Overland Park, Kansas, the
company's theaters have 210 screens.  The Debtor disclosed assets
of $2.2 million and liabilities totaling $7.6 million, including
$5.1 million in secured debt.  All of the theaters are leased.

The Bloomberg report discloses that the proposed Chapter 11 plan
is designed to pay as much as $840,000 of unsecured claims in full
over five years with 4.5% interest.  Secured claims and leases
will be paid according to their terms or restructured.

Sharon L. Stolte, Esq., at Stinson Morrison & Hecker L.L.P., in
Kansas City, Missouri, serves as counsel.


DIGITAL DOMAIN: Closes $30-Mil. Sale to Galloping Horse
-------------------------------------------------------
Richard Verrier at Los Angeles Times reports that Digital Domain
Media Group had accepted a bid from Galloping Horse America, a
division of a Beijing media company, and Reliance MediaWorks, part
of the Indian conglomerate Reliance Group, to buy the company's
visual effects studios in Venice, Calif., and Vancouver, Canada,
for $30.2 million.

The report relates the deal closed on Sept. 27, 2012, and
effectively removes Digital Domain from a potentially protracted
Chapter 11 bankruptcy filing.  That filing caused the near-
shutdown of the company's new animation building in Port St.
Lucie, Fla., laying off most of its 320 workers.

The report notes the deal is expected to improve Digital Domain's
ability to compete on a global scale by giving it access to
Reliance's production pipeline and to low-cost labor in India and
eventually China, where Galloping Horse expects to open a visual
effects studio.

According to the report, the deal could help Digital Domain expand
its business in China, where there is a strong demand for quality
visual effects, said Ivy Zhong, vice chairman and managing
director of Beijing Galloping Horse Film Co.

                        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.


DRINKS AMERICAS: Incurs $438,000 Net Loss in July 31 Quarter
------------------------------------------------------------
Drinks Americas Holdings, Ltd., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $438,364 on $1.28 million of net sales for the three
months ended July 31, 2012, compared with a net loss of $346,268
on $148,080 of net sales for the same period during the prior
year.

The Company's balance sheet at July 31, 2012, showed $6.24 million
in total assets, $4.55 million in total liabilities and
$1.68 million in total equity.

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

                        http://is.gd/lOBkqt

                       About Drinks Americas

Headquartered in Wilton, Conn., Drinks Americas Holdings, Ltd. --
http://www.drinksamericas.com/-- through its majority-owned
subsidiaries, Drinks Americas, Inc., Drinks Global, LLC, D.T.
Drinks, LLC, and Olifant U.S.A Inc., imports, distributes and
markets unique premium wine and spirits and alcoholic beverages
associated with icon entertainers, celebrities and destinations,
to beverage wholesalers throughout the United States.

The Company reported a net loss of $4.58 million on $497,453 of
net sales for the year ended April 30, 2011, compared with a net
loss of $5.61 million on $890,380 of net sales during the prior
year.

After auditing the fiscal 2011 financial statements, Bernstein &
Pinchuk, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant losses
from operations since its inception and has a working capital
deficiency.


DUKE REALTY: Fitch Assigns 'BB' Preferred Stock Rating
------------------------------------------------------
Fitch Ratings assigns a 'BBB-' rating to the $300 million
aggregate principal amount of 3.875% senior unsecured notes due
Oct. 15, 2022 issued by Duke Realty Limited Partnership, a
subsidiary of Duke Realty Corp. (NYSE: DRE).  The notes were
issued at 99.584% of principal value to yield 3.925% to maturity.
Net proceeds from the offering are expected to be used to repay
outstanding debt with near-term maturities, including balances on
the revolving credit facility, and for general corporate purposes.

Fitch currently rates DRE and its operating partnership as
follows:

Duke Realty Corp.

  -- Issuer Default Rating (IDR) 'BBB-';
  -- Preferred stock 'BB'.

Duke Realty Limited Partnership

  -- IDR 'BBB-';
  -- Senior unsecured notes 'BBB-';
  -- Unsecured revolving credit facility 'BBB-'.

The Rating Outlook is Stable.

Fitch anticipates that the company's credit profile will remain
consistent with a 'BBB-' rating in the near-to-medium term.
Leverage is appropriate for the rating category.  The rating also
takes into account the company's large pool of diversified
industrial, office, and medical office building (MOB) properties,
solid unencumbered asset coverage of unsecured debt, and adequate
liquidity position.  The ratings are balanced by a fixed-charge
coverage ratio that is low for the rating category and continued
challenging suburban office fundamentals, even as DRE continues to
shift its portfolio away from suburban office to a higher
percentage of industrial properties and MOBs.

The company has a diversified portfolio of 797 bulk distribution,
suburban office, MOB, and retail properties located across 18
markets, which Fitch views favorably from a property segment and
geographical diversification standpoint.

The company's portfolio also benefits from a highly diversified
tenant base and well-staggered lease expiration schedule, limiting
tenant credit risk and lease rollover risk.  DRE's largest 20
tenants represented just 17.2% of annual base rents at June 30,
2012.  Lease expirations are less than 13% of the total annual
base rent in any given year, with just 3.4% expiring for the
remainder of 2012, indicating long-term recurring cash flow across
the portfolio.

DRE continues to execute on its strategic plan, which entails
increasing the exposure to industrial and MOB assets while
reducing the exposure to suburban office.  Fitch has a Negative
Outlook on suburban office fundamentals, and a Stable Outlook on
industrial and healthcare fundamentals, and as such, views the
company's repositioning strategy favorably.  However, there is
potential for near-term EBITDA dilution from asset purchases and
sales as the company continues to shift the composition of the
portfolio.

The company's leverage, defined as net debt to recurring operating
EBITDA, was approximately 7.1 times (x) at June 30, 2012, compared
with 6.9x at Dec. 31, 2011 and 7.2x at Dec. 31, 2010.  Fitch
expects leverage to trend toward the mid-6.0x range, which is
appropriate for the 'BBB-' rating.

The company has moderately increased its development pipeline
recently. In-process development (including joint ventures)
represented 5.5% of undepreciated book assets as of June 30, 2012,
compared with 2.6%, 1.3% and 1.4% as of Dec. 31, 2011, Dec. 31,
2010 and Dec. 31, 2009, respectively.  Remaining cost to be spent
was 3.2% of total undepreciated assets as of June 30, 2012.
Notably, the majority of the developments are build-to-suit
projects and MOBs, thus minimizing lease-up risk, which Fitch
views positively.

DRE has adequate liquidity and financial flexibility.  As of June
30, 2012, the company had 449 unencumbered properties (excluding
eleven wholly owned properties under development) with a gross
book value of $5.1 billion.  Unencumbered asset coverage of
unsecured debt based on applying an 8.5% cap rate to unencumbered
annualized stabilized NOI was appropriate for the 'BBB-' IDR at
1.9x as of June 30, 2012.  The weighted average cap rate for asset
purchases and sales since Jan. 1, 2011 is approximately 7.6%.

Pro forma the notes issuance, the company has a moderate liquidity
shortfall of $196 million for the period June 30, 2012 - Dec. 31,
2014, resulting in a liquidity coverage ratio of 0.9x.  Assuming
maturing secured debt is refinanced at 80% of existing balances,
liquidity coverage is adequate at 1.1x.  Liquidity coverage is
defined as sources of liquidity (unrestricted cash, availability
under the unsecured revolving credit facility, and projected
retained cash flow from operating activities after dividends)
divided by uses of liquidity (pro rata debt maturities, expected
recurring capital expenditures, and remaining nondiscretionary
development costs).

DRE's fixed-charge coverage ratio is low for the rating.  Fixed-
charge coverage (defined as recurring operating EBITDA, less
recurring capital expenditures and straight-line rent adjustments,
divided by total interest incurred and preferred dividends) was
1.5x for the 12 months ended June 30, 2012, up slightly from 1.4x
in 2011 and 1.4x in 2010.  Coverage has remained in the 1.4x to
1.6x range since 2008, and Fitch anticipates that fixed-charge
coverage will improve moderately through 2014 to 1.8x, driven by
moderate NOI growth and reduced preferred dividends due to recent
preferred redemptions.  In addition, the company has $178 million
of 8.375% series O preferreds that become redeemable in 2013,
which DRE may redeem to further improve coverage.

Suburban office fundamentals remain weak but are moderating, as
evidenced by net effective rents on renewals declining 3.4% in
2Q'12 and net effective rental rates on new leases remain weak at
$12.83 per square foot (psf) in 2Q'12 compared with $12.89 psf in
1Q'12, $12.05 psf in 2011, $12.56 psf in 2010 and $13.03 in 2009.
Fitch anticipates that DRE's suburban office portfolio will
continue to face headwinds in the near term, driven by continued
weak rental rate growth and high leasing costs.

The Stable Rating Outlook is based on Fitch's expectation that
leverage will trend lower to the mid-6.0x range in 2014, that
coverage will improve moderately to 1.7x in 2013 and 1.8x in 2014,
and that the company will maintain adequate liquidity.

The two-notch differential between DRE's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with a 'BBB-' IDR. Based on 'Treatment and Notching of Hybrids in
Nonfinancial Corporate and REIT Credit Analysis,' available on
Fitch's Web site at www.fitchratings.com, these preferred
securities are deeply subordinated and have loss absorption
elements that would likely result in poor recoveries in the event
of a corporate default.

The following factors may have a positive impact on the ratings
and/or Rating Outlook:

  -- Fitch's expectation of net debt to recurring operating EBITDA
     sustaining below 6.0x (as of June 30, 2012, leverage was
     7.1x);
  -- Fitch's expectation of fixed-charge coverage sustaining above
     2.0x (latest 12-month coverage was 1.5x as of June 30, 2012).

The following factors may have a negative impact on the ratings
and/or Rating Outlook:

  -- Fixed-charge coverage sustaining below 1.3x;
  -- Net debt to recurring operating EBITDA sustaining above 8.0x;
  -- AFFO (adjusted funds from operations) payout ratio sustaining
     above 100%.


E-DEBIT GLOBAL: Issues 185.4 Million Common Shares to Creditor
--------------------------------------------------------------
E-Debit Global Corporation issued 185,460,000 shares of common
stock to a creditor in conversion of C$185,460 of convertible debt
of the Company at the rate of $0.001 per share, being the greater
of the previous five day average closing trading price.  The
convertible debt held by the creditor had accumulated as cash
advances to the Company from Sept. 1, 2010, to July 1, 2011.  The
creditor has 30 days from receipt of certificates for the Shares
to effect transfer of the Shares into the creditor's brokerage
account.  In the event that deposit is not completed within said
30 days, the Creditor has 10 days to return the original
certificate to the Company.  Upon receipt of the original
certificates for the Shares the debt conversion will be rescinded
and the creditor's original principal balance will be reinstated.

The Company has 10,000,000,000 shares of common stock authorized.
On Aug. 10, 2012, the Company made the $1,969,339 of outstanding
loans and related party debt of the Company as of June 30, 2012,
convertible into common stock which if converted into common stock
would represent 1,969,339,000 shares of common stock.  70,855,900
shares of outstanding preferred stock is also convertible into
common stock on a share for share basis resulting in 2,040,194,900
shares.  The 185,460,000 shares issued represent 66% of the
currently outstanding common stock and approximately 9% on a fully
diluted basis without given any event to any shares reserved under
the Company's equity compensation plans.

                 About E-Debit Global Corporation

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

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

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

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


ELPIDA MEMORY: Two Universities Allege Patent Infringement
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Massachusetts Institute of Technology and the
University of Maryland say that Japan's Elpida Memory Inc. is
infringing a patent and is liable for "significant damages."

According to the report, the allegations were contained in papers
filed with the U.S. Bankruptcy Court in Delaware where Elpida has
Chapter 15 protection.  As a result of the Chapter 15 proceeding,
the two universities are barred from suing Elpida in the U.S.  The
two universities will ask the bankruptcy judge at an Oct. 24
hearing for permission to commence a patent-infringement suit and
obtain an injunction to halt further infringement.  They also want
the non-bankruptcy court to determine the damages for past
infringement.

The report relates that the patent pertains to use of a laser to
cut links between electrical circuits.  The patent is part of the
technology Micron Technology Inc. would acquire in purchasing
Elpida through the primary bankruptcy in Japan.

The Bloomberg report discloses that U.S. bondholders have argued
that the proposed sale to Boise, Idaho-based Micron for an
estimated $1.8 billion at present value is for substantially less
than Elpida's liquidation value.

                        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.


EMPRESEAS INTEREX: December Hearing on Bank's Bid to Foreclose
--------------------------------------------------------------
There's a final hearing Dec. 11 in Bankruptcy Court in Puerto Rico
on the request of Oriental Bank and Trust for relief from the
automatic stay so it may proceed with foreclosure on Empresas
Interex, Inc.'s property that serves as collateral to a mortgage
note.

The bank, in an August filing, said there is cause pursuant to
11 U.S.C. Section 362(d)(1) to lift the automatic stay because the
Debtor has failed to comply with the payment of a mortgage note.

Empresas Interex is challenging the bank's move.  According to the
Debtor, considering the litigation costs and the diversion of the
Debtor's attention prior to the reorganization process, it is in
the best interest of the Debtor's estate that any claims that the
bank may have against the Debtor be dealt with in the normal
course of the Chapter 11 proceedings and not an individual
foreclosure proceeding.  The Debtor said the hardship to the
Debtor of having to defend itself in a foreclosure proceeding is
strong enough to justify forcing the bank to wait until the Debtor
has successfully reorganized to be able to pursue its claim.

Empresas Interex's deadline for filing of a disclosure statement
and plan of reorganization has been extended until Oct. 25, 2012.

As reported by the Troubled Company Reporter on Sept. 14, Empresas
Interex has arranged postpetition financing that would fund the
Chapter 11 case and help its complete development, construction
and sale of the Ciudad Atlantis, its residential housing project
in Arecibo, Puerto Rico.  The hearing on the DIP financing
scheduled for Aug. 29 has been reset to Oct. 10.

According to a document filed with the bankruptcy court at the end
of July, the Debtor's parent, Interamerican University of Puerto
Rico, Inc., has agreed to provide financing of up to $700,000,
which will bear interest at 4.25% per annum.  The $500,000 will be
used to complete construction of the residential units of the
project and the balance will be used to complete the recreational
facilities.

The Cuidad Atlantis consists of 131 residences, of which 70 have
been sold, 61 are at different termination stages, of which
18 have not been completed, 12 are in the process of termination
and the remaining 31 are ready for delivery.

DF Servicing, LLC, assignee of Doral Bank, is owed $6.08 million
for prepetition loans provided to finance the project.  DF and
Doral's decision to stop funding prompted the Chapter 11 filing.

The Debtor said that the 61 residential units are to be sold at an
average sales price of $175,000, producing a gross sales price of
$10,675,000, allowing for the payment of the $700,000 loan from
the University, to pay DF's claim in full and provide Debtor with
funds to pay its other creditors.

The loan from the University will be repaid with the sale of
4 to 5 of the Project's residential units.

San Juan, Puerto Rico-based Empresas Interex Inc. filed for
Chapter 11 bankruptcy (Bankr. D. P.R. Case No. 11-10475) on
Dec. 7, 2011.  Bankruptcy Judge Mildred Caban Flores presides over
the case.  The company posts $11,412,500 in assets and
US$9,335,561 in liabilities.

The Debtor is represented by:

         Charles A. Cuprill- Hernandez, Esq.
         Patricia I. Varela-Harrison, Esq.
         CHARLES A. CUPRILL, P.S.C., LAW OFFICES
         356 Fortaleza Street, Second Floor
         San Juan, PR 00901
         Tel: (787) 977-0515 to 977-0517
         Fax: 787-977-0518
         E-Mail: pvarela@cuprill.com


FIELD FAMILY: Meeting to Form Creditors' Panel Set for Oct. 9
-------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
hold an organizational meeting on Oct. 9, 2012, at 1:00 p.m. in
the bankruptcy case of Field Family Associates, LLP.  The meeting
will be held at:

         Office of the United States Trustee
         833 Chestnut Street, Suite 501
         Philadelphia, PA 19107

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

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.  Judge
Stephen Raslavich presides over the case.  The involuntary
petitioners were represented by:

          Ashely M. Chan, Esq.
          HANGLEY ARONCHICK SEGAL & PUDLIN
          One Logan Square, 27th Floor
          Philadelphia, PA 19103
          Tel: (215) 496-7050
          E-mail: achan@hangley.com


EMISPHERE TECHNOLOGIES: Defaults on $31.1-Million Notes
-------------------------------------------------------
Emisphere Technologies, Inc. disclosed that, as of Sept. 27, 2012,
it will be in default under the terms of its 11% Senior Secured
Convertible Notes issued to MHR Fund Management LLC.
Additionally, as of Sept. 27, the Company will be in default under
the terms of 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 $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 such assets as a result of
the default there under.  MHR has not demanded payment under the
Senior Secured Convertible Notes or the MHR 2010 Promissory Notes
or exercised its rights there under 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 there under, while reserving all of its
rights under the Senior Secured Convertible Notes and MHR 2010
Promissory Notes.

Please refer to the Company's Current Report on Form 8-K, filed
with the Securities and Exchange Commission on Sept. 26, 2012, for
more detailed information.

                          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' equity 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.


FIRST FINANCIAL: Board Adopts 2012 Director Program
---------------------------------------------------
The board of directors of First Financial Service Corporation
adopted the 2012 Non-Employee Director Equity Compensation
Program.

The Director Program enables the Company to compensate non-
employee directors for their service on the boards of directors of
the Company and First Federal Savings Bank of Elizabethtown with
stock awards.  The Company currently does not pay cash
compensation to non-employee directors of the Company and the Bank
pursuant to agreements with bank regulatory agencies.  The board
has reserved 200,000 of the shares authorized for issuance under
the Company's shareholder-approved 2006 Stock Option and Incentive
Compensation Plan for stock awards under the Director Program.

The Director Program provides that each non-employee director
elected or continuing in office on the date of each annual meeting
of the Company's shareholders will automatically receive an award
of restricted stock on that date having a value of $30,000, based
on the closing sale price per share of the Company's common stock
on the award date, rounded up to the next whole number.  The
shares awarded will be subject to restrictions on transfer until
the close of business on the day immediately preceding the first
anniversary of the award date, or upon the occurrence of a Change
of Control of the Company, as defined in the Plan.  If a director
ceases to serve as a member of the board for any reason, that
director will automatically forfeit any unvested shares subject to
an award.

On Sept. 19, 2012, each of the Company's eight non-employee
directors continuing in office received an initial award of 8,241
restricted shares.  The restrictions on transfer of these initial
awards will expire at the close of business on the day immediately
preceding the date of the Company's 2013 annual meeting of
shareholders or a Change of Control, and are subject to
forfeiture.

A copy of the 2012 Director Program is available for free at:

                        http://is.gd/hoH7ul

                       About First Financial

Elizabethtown, Kentucky-based First Financial Service Corporation
is the parent bank holding company of First Federal Savings Bank
of Elizabethtown, which was chartered in 1923.  The Bank serves
six contiguous counties encompassing central Kentucky and the
Louisville metropolitan area, through its 17 full-service banking
centers and a commercial private banking center.

As reported in the TCR on April 9, 2012, Crowe Horwath LLP, in
Louisville, Ky., audited the Company's financial statements for
2011.  The independent auditors said that the Company has recently
incurred substantial losses, largely as a result of elevated
provisions for loan losses and other credit related costs.  "In
addition, both the Company and its bank subsidiary, First Federal
Savings Bank, are under regulatory enforcement orders issued by
their primary regulators.  First Federal Savings Bank is not in
compliance with its regulatory enforcement order which requires,
among other things, increased minimum regulatory capital ratios.
First Federal Savings Bank's continued non-compliance with its
regulatory enforcement order may result in additional adverse
regulatory action."

The Company's balance sheet at June 30, 2012, showed
$1.192 billion in total assets, $1.143 billion in total
liabilities, and stockholders' equity of $48.5 million.

In its 2012 Consent Order with the FDIC and KDFI, the Bank agreed
to achieve and maintain a Tier 1 capital ratio of 9.0% and a total
risk-based capital ratio of 12.0% by June 30, 2012.  "At June 30,
2012, we were not in compliance with the Tier 1 and total risk-
based capital requirements.  We notified the bank regulatory
agencies that the increased capital levels would not be achieved
and anticipate that the FDIC and KDFI will reevaluate our progress
toward achieving the higher capital ratios at Sept. 30, 2012."


FIRST FINANCIAL: Senator Huddleston Departs from Board
------------------------------------------------------
Senator Walter Dee Huddleston retired as a director of First
Financial Service Corporation and its banking subsidiary First
Federal Savings Bank of Elizabethtown, Inc., on Sept. 19, 2012.
Senator Huddleston has served on the board of directors of the
Bank since 1966, and the board of directors of the Company since
its inception in 1987, serving as Chairman from 1997 through
February 2012.  Senator Huddleston has been appointed as a
Director Emeritus of the Company and the Bank.

Also on Sept. 19, 2012, Gregory S. Schreacke was elected to the
board of directors of both the Company and the Bank.
Mr. Schreacke's term will expire at the 2013 annual meeting of the
Company's shareholders.

Mr. Schreacke, age 42, has served as President of the Company and
the Bank since January 2008.  He assumed principal management
responsibility for the Company and the Bank effective Feb. 10,
2012.  Mr. Schreacke joined the Company's organization as the
Company's chief financial officer in January 2004, serving in that
capacity until April 2008, and later from January 2011 to May
2012.  He previously served as senior vice president and
controller for Team Financial, Inc., in Paola, Kansas for four
years.  Mr. Schreacke has also served as vice president and
controller for Hemet Federal Savings and Loan, as a senior
accounting officer at Mercantile Trust & Savings Bank, and as
founder and shareholder in Swann, Schreacke & Associates P.C., a
certified public accounting practice headquartered in Quincy,
Illinois.

On May 15, 2012, First Federal Savings Bank of Elizabethtown,
Inc., the Company's banking subsidiary, entered into a Branch
Purchase Agreement with First Security Bank of Owensboro, Inc.,
the banking subsidiary of First Security, Inc., headquartered in
Owensboro, Kentucky.  The Agreement provides for the sale of First
Federal's four retail banking offices in Louisville, Kentucky to
First Security.  The sale is subject to First Security raising
additional capital, regulatory approval and other customary
closing conditions.

The Company no longer expects that the sale will be completed
before the end of the third quarter of 2012, as previously
announced.  The Agreement provides that it may be terminated by
either party after Oct. 31, 2012, unless a closing occurs before
that date or the Agreement is extended by the parties.

                       About First Financial

Elizabethtown, Kentucky-based First Financial Service Corporation
is the parent bank holding company of First Federal Savings Bank
of Elizabethtown, which was chartered in 1923.  The Bank serves
six contiguous counties encompassing central Kentucky and the
Louisville metropolitan area, through its 17 full-service banking
centers and a commercial private banking center.

As reported in the TCR on April 9, 2012, Crowe Horwath LLP, in
Louisville, Ky., audited the Company's financial statements for
2011.  The independent auditors said that the Company has recently
incurred substantial losses, largely as a result of elevated
provisions for loan losses and other credit related costs.  "In
addition, both the Company and its bank subsidiary, First Federal
Savings Bank, are under regulatory enforcement orders issued by
their primary regulators.  First Federal Savings Bank is not in
compliance with its regulatory enforcement order which requires,
among other things, increased minimum regulatory capital ratios.
First Federal Savings Bank's continued non-compliance with its
regulatory enforcement order may result in additional adverse
regulatory action."

The Company's balance sheet at June 30, 2012, showed
$1.192 billion in total assets, $1.143 billion in total
liabilities, and stockholders' equity of $48.5 million.

In its 2012 Consent Order with the FDIC and KDFI, the Bank agreed
to achieve and maintain a Tier 1 capital ratio of 9.0% and a total
risk-based capital ratio of 12.0% by June 30, 2012.  "At June 30,
2012, we were not in compliance with the Tier 1 and total risk-
based capital requirements.  We notified the bank regulatory
agencies that the increased capital levels would not be achieved
and anticipate that the FDIC and KDFI will reevaluate our progress
toward achieving the higher capital ratios at Sept. 30, 2012,"
the Company said in its quarterly report for the period ended
June 30, 2012.


FTMI REAL ESTATE: Hearing on Further Cash Use Set for Oct. 31
-------------------------------------------------------------
In a second interim order dated Sept. 24, 2012, FTMI Real Estate,
LLC, and FTMI Operator, LLC, obtained interim approval to use cash
collateral of the Department of Housing of Urban Development
through Oct. 31, 2012, in accordance with a budget.

The cash collateral will be utilized solely for ordinary course
operations of the assisted living facility, quarterly U.S. Trustee
fees and to pay the appointed patient care ombudsman.  The Debtors
are not allowed to pay any attorneys' fees or costs absent further
order of the Court.

A further hearing, which may be a final hearing, on the motion
will be held on Oct. 31, 2012 at 9:30 a.m.

                       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.

Thomas L. Abrams, Esq., Esq., at Gamberg & Abrams, in Ft.
Lauderdale, Fla., represents the Debtors as counsel.


GARY PAPA: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Gary Papa Builders LLC
        34 Smithbridge Road
        Glen Mills, PA 19342

Bankruptcy Case No.: 12-19079

Chapter 11 Petition Date: September 26, 2012

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: Paul A.R. Stewart, Esq.
                  LEGAL HELM
                  333 East Lancaster Avenue
                  Suite 140
                  Wynnewood, PA 19096
                  Tel: (610) 864-5600

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Gary Papa, managing member.


GHC NY: Voluntary Chapter 11 Case Summary
-----------------------------------------
Debtor: GHC NY Corp.
        55 Gansevoort Street
        New York, NY 10014

Bankruptcy Case No.: 12-14031

Chapter 11 Petition Date: September 25, 2012

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Robert R. Leinwand, Esq.
                  ROBINSON BROG LEINWAND GREENE GENOVESE &
                  GLUCK P.C.
                  875 Third Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 603-6300
                  E-mail: rrl@robinsonbrog.com

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

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

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

The petition was signed by Robert Romanoff, authorized signatory.


GLOBAL INVESTMENTS: Case Summary & 3 Unsecured Creditors
--------------------------------------------------------
Debtor: Global Investments Ltd
        P.O. Box 5479
        Bremerton, WA 98312

Bankruptcy Case No.: 12-19782

Chapter 11 Petition Date: September 25, 2012

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Timothy W. Dore

Debtor's Counsel: Jeffrey B. Wells, Esq.
                  LAW OFFICES OF JEFFREY B. WELLS
                  500 Union Street, Suite 502
                  Seattle, WA 98101
                  Tel: (206) 624-0088
                  E-mail: paralegal@jeffwellslaw.com

Scheduled Assets: $1,857,235

Scheduled Liabilities: $3,900,392

A copy of the Company's list of its three unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/wawb12-19782.pdf

The petition was signed by Paul Pazooki, president.


GOMEZ & GOMEZ: Case Summary & 3 Unsecured Creditors
---------------------------------------------------
Debtor: Gomez & Gomez Realty, LLC
        300 Parkside Drive
        Union, NJ 07083

Bankruptcy Case No.: 12-33423

Chapter 11 Petition Date: September 25, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: David L. Stevens, Esq.
                  SCURA, MEALEY, WIGFIELD & HEYER LLP
                  1599 Hamburg Turnpike
                  Wayne, NJ 07470
                  Tel: (973) 696-8391
                  E-mail: dstevens@scuramealey.com

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

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

A copy of the Company's list of its three unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/njb12-33423.pdf

The petition was signed by Janeth Gomez, partner.


GRAY TELEVISION: Moody's Rates $40-Mil. 1st Lien Revolver 'Ba3'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Gray
Television, Inc.'s proposed $40 million priority 1st lien senior
secured revolver and a B2 rating to the company's proposed $575
million 1st lien senior secured term loan. Net proceeds from the
proposed credit facilities along with the recently issued $300
million senior unsecured notes will be used to refinance existing
debt instruments. In addition, Moody's affirmed the B3 Corporate
Family Rating (CFR), B3 Probability of Default Rating (PDR) and
the SGL -- 2 Speculative Grade Liquidity (SGL) Rating. The rating
outlook remains stable.

Assigned:

  Issuer: Gray Television, Inc.

   NEW $40 million Priority 1st lien Sr Secured Revolver:
   Assigned Ba3, LGD1 -- 1%

   NEW $575 million 1st lien Sr Secured Term Loan: Assigned B2,
   LGD3 -- 33%

Affirmed:

  Issuer: Gray Television, Inc.

    Corporate Family Rating: Affirmed B3

    Probability of Default Rating: Affirmed B3

    $300 million Sr Unsecured Notes: Affirmed Caa2, LGD5 -- 85%
    (from LGD5 -- 87%)

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

To be withdrawn upon closing of the transaction:

  Issuer: Gray Television, Inc.

    $40 million 1st lien sr sec revolver due December 2014: B2,
    LGD2 -- 26%

    $925 million 1st lien sr sec term loan due December 2014
    ($461 million outstanding): B2, LGD2 -- 26%

    $365 million 10.5% 2nd lien sr sec notes due June 2015 ($365
    million outstanding): Caa2, LGD5 -- 80%

Outlook Actions:

  Issuer: Gray Television, Inc.

Outlook is Stable

Ratings Rationale

Gray's B3 Corporate Family Rating reflects high leverage with a 2-
year average debt-to-EBITDA ratio of 6.9x estimated for September
30, 2012 (including Moody's standard adjustments) and pro forma
for the proposed refinancing. Although leverage remains high, the
company has been able to improve debt-to-EBITDA ratios and the
proposed refinancing will extend 2014-2015 maturities and reduce
annual interest expense. Gray continues to benefit from strong
demand for political advertising during election years, which
should result in markedly higher EBITDA growth for the remainder
of 2012 and 2-year average debt-to-EBITDA ratios estimated at 6.8x
- 6.9x for FYE2012 compared to 7.6x at the end of 2011. Moody's
expects leverage to improve to less than 6.5x over the next 12 to
18 months with 2-year average free cash flow-to-debt ratios of at
least 3% - 4%. Ratings incorporate Moody's expectations that total
revenues will decline in the low double-digit percentage range in
2013 due to the absence of significant political ad spending only
partially offset by low single-digit growth in core ad revenues
and expected increases in retransmission fees.

Ratings are supported by Gray's longstanding track record for #1
and #2 ranked positions in 29 of 30 markets and good EBITDA
margins (including Moody's standard adjustments) reflecting its
top ranked local news programming that captures a significant
share of market revenues, its relatively low syndicated program
costs, and expected cash flow benefits from growing retransmission
revenues (net of retrans sharing or reverse compensation). Gray's
television stations and associated digital properties also benefit
from its strategy of operating stations in university markets (17
collegiate markets) and/or state capitals (8 state capitals) which
generally have more stable economies; however, Moody's believes
the volatile nature of the company's earnings due to its
relatively high level of political revenues increases risks
related to unexpected changes in regulations governing political
campaign spending. Moody's believes it is critical that Gray
continue to focus on reducing debt balances including unfunded
pension liabilities, especially during even numbered years, to
achieve operating and financial flexibility as well as to absorb
risks related to media fragmentation and reliance on political
advertising. Ratings incorporate Moody's expectations for good
liquidity.

As noted previously, the senior note transaction was upsized to
$300 million from the initial $250 million and the proposed term
loan was decreased to $575 million from $625 million. The priority
1st lien senior secured revolver and 1st lien senior secured term
loan share the same collateral; however, at default the term loan
is expressly subordinated in right of payment to the first-out
revolver. Accordingly, Moody's ranks the priority revolver ahead
of the term loan in its priority of claims waterfall.

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

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

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

Gray Television, Inc., headquartered in Atlanta, GA, is a
television broadcaster that owns 40 primary television stations
serving 30 mid-sized markets plus 45 digital second channels.
Network affiliations for primary stations include 18 CBS, 10 NBC,
8 ABC, 3 FOX stations, and one in test phase. The company operates
stations ranked #1 or #2 in 29 of 30 markets. Gray is publicly
traded and the shares are widely held with J. Mack Robinson or
affiliates owning approximately 3.1% of common shares. The dual
class equity structure provides J. Mack Robinson or affiliates
with 39.4% of voting control. The company recorded total revenues
of approximately $337 million for the 12 months ended June 30,
2012.


GREAT LAKES: Moody's Affirms 'B2' CFR; Outlook Remains Stable
-------------------------------------------------------------
Moody's Investors Service has assigned Great Lakes Dredge & Dock
Corporation a first-time speculative grade liquidity ("SGL")
rating of SGL-2 reflecting a good liquidity profile. Concurrently,
all of Great Lakes' ratings, including the B2 corporate family
rating, were affirmed. The stable outlook remains unchanged.

Great Lakes' good liquidity profile, denoted by the SGL-2
liquidity rating, is supported by a largely undrawn unsecured
five-year revolving credit facility put in place in early June
(with a springing lien feature) and healthy cash balances.
Furthermore, the SGL-2 rating anticipates a moderate improvement
in free cash flow generation and ample covenant headroom over the
next four quarters. The revolving credit facility is expected to
continue to be largely undrawn with minimal usage, if any (except
for normal course LC utilization). The company's ability to sell
unencumbered assets as a source of liquidity also supports the
liquidity rating.

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

Corporate Family Rating, at B2

Probability of Default Rating, at B2

$250 million senior unsecured notes, at B3 (LGD-4, 58%)

Rating assigned:

SGL-2 Speculative Grade Liquidity

Ratings Rationale

The affirmation of the B2 corporate family rating reflects the
historically volatile domestic dredging bid market, high customer
concentration and dependence on government funding priorities.
Counterbalancing these factors are Great Lakes' good market
position, reasonable financial leverage for the rating category
(4.1x on a Moody's adjusted basis including operating leases) and
high barriers to entry afforded by the Jones Act and by the
sizable capital requirements to enter the dredging business. The
ratings consider that debt/EBITDA levels could increase in the
intermediate term as the company finances one of its most costly
pieces of equipment, a $94 million hopper dredge to be delivered
in mid-2014.

The stable outlook incorporates Moody's expectations that
reasonable growth derived from the company's foreign projects and
higher margin capital work in the company's backlog combined with
a good liquidity profile should partially mitigate the cyclical
nature of the company's business and dependence on government
funding priorities and related project timing.

The ratings could be raised if the company continues to have a
healthy backlog, debt to EBITDA is lowered and sustained at the
3.0 times range, and if there is an expectation of free cash flow
to debt of 5% or more on an ongoing basis.

The outlook or ratings could be pressured if bid market levels
decline meaningfully, the company does a sizable debt-financed
acquisition, liquidity weakens, financial leverage rises above 4.5
times and EBITA/interest falls below 1.7 times and is sustained at
those levels.

The principal methodology used in rating Great Lakes Dredge & Dock
Corporation was the Global Construction Industry Methodology,
published November 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.

Great Lakes Dredge & Dock Corporation, founded in 1890 and
headquartered in Oak Brook, Illinois is the largest provider of
dredging services in the United States. Approximately 20% of Great
Lakes' revenues are derived from demolition operations. Revenues
for the last twelve months ended June 30, 2012 totaled $638.5
million.


GUARANTY FINANCIAL: Texas Wyoming Drilling Debate Continues
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the debate continues in the Fifth Circuit about how
specific a Chapter 11 plan must be for lawsuits to be pursued
after the plan is confirmed.

According to the report, the latest opinion came down on Sept. 19
from U.S. District Judge Sam A. Lindsay in Dallas, whose split
decision in larger part allows lawsuits to proceed in the
aftermath of the reorganization of Guaranty Financial Group Inc.

The report relates that the trustee for the creditors' liquidating
trust sued the company's former financial advisers, contending
they used confidential information to "short" the company's stock.

The report notes that Judge Lindsay was interpreting a pair of
decisions from the U.S. Court of Appeals in New Orleans named
United Operating and Texas Wyoming Drilling.  The 5th Circuit in
New Orleans takes appeals from Texas, Mississippi and Louisiana.

According to Bloomberg, united operating set the standard
originally by requiring that description of forthcoming suits must
be "specific and unequivocal."  The defendants argued that the two
5th Circuit cases require that the Chapter 11 plan must list the
defendants' names, the nature of the suits, and the amount of
damages sought.  Judge Lindsay disagreed.  Upholding most of the
suit, he said it is sufficient if the plan or disclosure statement
lists the forthcoming lawsuits by category.  The two cases, he
said, don't require listing the name of the defendant, the amount
of the recovery, and the basis for the claim.  On the other hand,
Lindsay ruled in favor of the defendants and dismissed fraudulent
transfer claims under state law.  He said the plan only listed
fraudulent transfer suits under federal law.  Judge Lindsay said
claims survived for securities fraud because the plan reserved
suits for fraud.  He dismissed claims for breach of good faith and
fair dealing.  He said those two categories weren't covered by a
general reference to tort claims or claims for breaches of duties
imposed by law.

The Bloomberg report notes that the 5th Circuit is unique among
the federal appeals courts by requiring as high level of detail
laid out in advance of confirmation for suits to be commenced
after a plan is implemented.

The lawsuit in Judge Lindsay's court is Tepper v. Keefe Bruyette &
Woods Inc., 11-2087, U.S. District Court, Northern District of
Texas (Dallas).

                     About Guaranty Financial

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

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

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


HARPER BRUSH: Wants Until Oct. 26 to File Plan and Disclosures
--------------------------------------------------------------
Harper Brush Works, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Iowa to extend its exclusive period to file a
plan by 30 days, or until Oct. 26, 2012.

The Debtor asserts that it is current in all of its obligations
under the Bankruptcy Code and Rules, and the requirements of the
Office of the United States Trustee, that it has made progress in
the preparation of a Plan of Reorganization and Disclosure
Statement, which contemplates a sale of substantially all of the
Debtor's assets.  Its duly-employed investment banker, Debtor
relates, has been actively, diligently and aggressively marketing
the Debtor and its assets as a going concern.  The Debtor says
those marketing efforts have resulted in numerous inquiries and
interest, but has not progressed far enough to warrant submission
of a Plan and Disclosure Statement at this time.  The Debtor tells
the Court that it is fairly confident that sufficient progress
will be made within the next approximately 30 days, such that the
Debtor will be able to finalize and file a Plan and Disclosure
Statement.

                     About Harper Brush Works

Fairfield, Iowa-based Harper Brush Works, Inc., filed a Chapter 11
petition (Bankr. S.D. Iowa) in Des Moines on May 29, 2012.
Family-owned Harper Brush -- http://www.harperbrush.com/--
provides more than 1,000 products, including pushbrooms, mops,
floor squeegees, automotive brushes, dust pans, and buckets.  The
Company disclosed assets of $10.4 million against debt totaling
$10 million, including $6 million owing to secured creditors.

Judge Anita L. Shodeen presides over the case.  Donald F. Neiman,
Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor &
Fairgrave, P.C., serve as bankruptcy counsel to the Debtor.
Equity Partners CRB LLC serves as the Debtor's investment banker.

An official committee of unsecured creditors has been appointed in
the case.  Richard S. Lauter, Esq., and Thomas R. Fawkes, Esq., at
Freeborn & Peters LLP, in Chicago, represents the Committee as
general bankruptcy counsel.  Joseph A. Peiffer, Esq., at
Day Rettig Peiffer, P.C., in Cedar Rapids, Iowa, represents the
Committee as local counsel.


HART OIL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Hart Oil & Gas, Inc., a Colorado Profit Corporation
        4646 Rockcliff Road
        Austin, TX 78746

Bankruptcy Case No.: 12-13558

Chapter 11 Petition Date: September 25, 2012

Court: U.S. Bankruptcy Court
       District of New Mexico (Albuquerque)

Judge: Robert H. Jacobvitz

Debtor's Counsel: William F. Davis, Esq.
                  WILLIAM F. DAVIS & ASSOCIATES, P.C.
                  6709 Academy NE, Suite A
                  Albuquerque, NM 87109
                  Tel: (505) 243-6129
                  Fax: (505) 247-3185
                  E-mail: daviswf@nmbankruptcy.com

Estimated Assets: $100,001 to $500,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nmb12-13558.pdf

The petition was signed by Andrew Brian Saied, president.


HARTFORD FINANCIAL: Fitch Affirms Rating on Three Notes at Low-B
----------------------------------------------------------------
Fitch Ratings has affirmed all Issuer Default Ratings (IDRs), debt
and Insurer Financial Strength (IFS) ratings for the Hartford
Financial Services Group, Inc. (HFSG) and its primary life and
property/casualty insurance subsidiaries.  The Rating Outlook is
Stable.

Fitch's rating action follows HFSG's announcement that it has
reached an agreement to sell its individual life business to
Prudential Financial, Inc. (Prudential) for a ceding commission of
$615 million.  No legal entities will be sold.  The transaction is
expected to close in early 2013, subject to regulatory approval.
The sale is not expected to have a material impact on HFSG's GAAP
shareholders' equity (excluding accumulated other comprehensive
income [AOCI]) but is expected to have a positive net statutory
capital impact to Hartford Life of approximately $1.5 billion.

This transaction represents the final step in HFSG's strategy
(announced in March 2012) to focus on its property/casualty, group
benefits, and mutual funds businesses.  The company has already
reached agreements to sell its retirement plans business to
Massachusetts Mutual Life Insurance Company (MassMutual) and to
sell Woodbury Financial Services (its independent broker-dealer)
to American International Group, Inc. (AIG), with both
transactions expected to close by the end of 2012.  In addition,
U.S. individual annuity and Japan annuity have been placed into
runoff, and HFSG has signed an agreement to sell its individual
annuity new business capabilities to Forethought Financial Group.

Fitch favorably views HFSG's ability to enter into these
agreements in a timely manner and for a reasonable price.  A
lengthy time horizon for a sale could have increased uncertainty
and impaired the market position of these businesses and
potentially forced a distressed sale.  Favorably, over the long
term, management's decision to exit the more volatile variable
annuities (VA) and individual life businesses should help to
reduce risk by making the company less vulnerable to swings in
performance.

Fitch expects HFSG to maintain a financial leverage ratio at or
below 25% following the final successful execution of the
company's strategic initiatives and any ultimate subsequent
capital management actions.  HFSG's financial leverage ratio
(excluding AOCI on fixed maturities) increased to 26.8% at June
30, 2012 from 23.8% at Dec. 31, 2011, due to additional debt
issued to redeem the company's 10% junior subordinated debentures
investment by Allianz SE.

HFSG's operating earnings-based interest and preferred dividend
coverage has been reduced in recent years, averaging a low 3.4x
from 2008 to 2011.  This reflects both constrained operating
earnings and increased interest expense and preferred dividends
paid on capital over this period.  Fitch expects HFSG's run-rate
operating earnings-based interest and preferred dividend coverage
to improve to at least 5.0x, with a reduced overall level of fixed
charges.

As the company completes its restructuring efforts, Fitch will
review future capitalization plans and earnings capabilities, as
well as capital needs in various run-off operations.  Over the
past two years, HFSG has significantly altered its business
profile.  The management of the new business profile and ultimate
capital structure could influence Fitch's rating opinion.  Fitch
expects to assess these factors in the coming months as management
plans become clear.

Fitch maintains separate IFS ratings on HFSG's life and
property/casualty companies that reflect each businesses
respective stand-alone financial profile.  Fitch considers the
primary life insurance subsidiaries to be non-core as the life
businesses are not considered to be a material strategic focus of
the company.  As such, the life insurance subsidiaries continue to
receive an IFS rating of 'A-', reflecting their own combined
financial profile.  Upon the closing of the transactions, Fitch
will review the ratings of the life insurance companies within the
context of its group ratings methodology to consider
differentiating the ratings of each life insurance entity based on
its stand-alone profile or retaining its group approach for the
life subsidiaries.

Fitch expects that HFSG will continue to support its insurance
subsidiaries and maintain insurance company capitalization that is
consistent with the current ratings.  The ratings for Hartford
Life's operations reflect an adequate U.S. consolidated statutory
capital position.  While capital generation is expected to remain
flat through 2012, Fitch expects consolidated U.S. life insurance
to remain above the company's 325% RBC targets for its life
operations and 125% for its VA captive operations.

The key rating triggers that could result in an upgrade to HFSG's
debt ratings include a financial leverage ratio maintained near
20%, maintenance of at least $1 billion of holding company cash,
and interest and preferred dividend coverage of at least 6x.
Continued success with the strategic plan and successful seasoning
of run-off operations would also be considered favorably.  Fitch
considers a rating upgrade to be unlikely in the near term for
HFSG's life and property/casualty insurance subsidiaries.

The key rating triggers that could result in a downgrade include
significant investment or operating losses that materially impact
GAAP shareholders' equity or statutory capital within the
insurance subsidiaries, particularly as they relate to any major
negative surprises in the runoff VA business; a financial leverage
ratio maintained above 25%; a sizable drop in holding company
cash; failure to improve interest and preferred dividend coverage;
and an inability to execute on the company's strategic plan.

Fitch affirms the following ratings with a Stable Outlook:

Hartford Financial Services Group, Inc.

  -- Long-term IDR at 'BBB+';
  -- $320 million 4.625% notes due 2013 at 'BBB';
  -- $200 million 4.75% notes due 2014 at 'BBB';
  -- $300 million 4.0% senior notes due 2015 at 'BBB';
  -- $200 million 7.3% notes due 2015 at 'BBB';
  -- $300 million 5.5% notes due 2016 at 'BBB';
  -- $499 million 5.375% notes due 2017 at 'BBB';
  -- $325 million 4.0% senior notes due 2017 at 'BBB';
  -- $500 million 6.3% notes due 2018 at 'BBB';
  -- $500 million 6% notes due 2019 at 'BBB';
  -- $499 million 5.5% senior notes due 2020 at 'BBB';
  -- $800 million 5.125% senior notes due 2022 at 'BBB';
  -- $298 million 5.95% notes due 2036 at 'BBB';
  -- $299 million 6.625% senior notes due 2040 at 'BBB';
  -- $325 million 6.1% notes due 2041 at 'BBB';
  -- $425 million 6.625% senior notes due 2042 at 'BBB';
  -- $600 million 7.875% junior subordinated debentures due 2042
     at 'BB+';
  -- $500 million 8.125% junior subordinated debentures due 2068
     at 'BB+';
  -- $556 million 7.25% mandatory convertible preferred stock,
     series F at 'BB+'.

Hartford Financial Services Group, Inc.

  -- Short-term IDR at 'F2';
  -- Commercial paper at 'F2'.

Hartford Life, Inc.

  -- Long-term IDR at 'BBB';
  -- $149 million 7.65% notes due 2027 at 'BBB-';
  -- $92 million 7.375% notes due 2031 at 'BBB-'.

Hartford Life Global Funding

  -- Secured notes program at 'A-'.

Hartford Life Institutional Funding

  -- Secured notes program at 'A-'.

Hartford Life and Accident Insurance Company

  -- IFS at 'A-'.

Hartford Life Insurance Company

  -- IFS at 'A-';
  -- Medium-term note program at 'BBB+'.

Hartford Life and Annuity Insurance Company

  -- IFS at 'A-'.

Members of the Hartford Fire Insurance Intercompany Pool:
Hartford Fire Insurance Company
Nutmeg Insurance Company
Hartford Accident & Indemnity Company
Hartford Casualty Insurance Company
Twin City Fire Insurance Company
Pacific Insurance Company, Limited
Property and Casualty Insurance Company of Hartford
Sentinel Insurance Company, Ltd.
Hartford Insurance Company of Illinois
Hartford Insurance Company of the Midwest
Hartford Underwriters Insurance Company
Hartford Insurance Company of the Southeast
Hartford Lloyd's Insurance Company
Trumbull Insurance Company

  -- IFS at 'A+'.


HERTZ CORP: Moody's Confirms 'B1' CFR/PDR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service confirmed The Hertz Corporation's
ratings which include: Corporate Family Rating (CFR) and
Probability of Default Rating (PDR) at B1; senior secured at Ba1;
and senior unsecured at B2. The company's Speculative Grade
Liquidity rating is affirmed at SGL-3.

Ratings Rationale

The confirmation of the Hertz ratings reflects Moody's expectation
that the strategic benefits from the acquisition of Dollar Thrifty
Automotive Group (Dollar) will enable the company to maintain a
competitive position and credit metrics that support a B1 rating.

Hertz will finance the $2.6 billion acquisition of Dollar with
cash on hand and the issuance of approximately $1.9 billion of new
debt. The acquisition will provide Hertz with a well-established
and highly competitive position in the value segment of the US car
rental market -- a segment in which Hertz's current position lags
that of its rivals. Moreover, the company has identified a minimum
of $160 million of cost synergies that it expects to achieve over
next 24 months. Beyond these savings, Hertz also anticipates that
there will be additional growth opportunities resulting from the
acquisition. The rating confirmation anticipates that Hertz will
achieve a large portion of the planned synergies.

Notwithstanding these planned synergies, the $1.9 billion of
additional debt taken on by Hertz should not result in a material
erosion of its current credit metrics. This capacity to retain
metrics near current levels despite the added debt is due largely
to the modest leverage and competitive return measures of Dollar.
The key credit metrics for Hertz vs. Dollar for the last-twelve-
months (LTM) through June 2012 include: pre-tax income/sales of
6.1% vs. 19.8%; EBIT/interest of 1.7x vs. 3.5x; and debt/EBITDA of
3.8x vs. 2.8x. (All metrics reflect Moody's standard adjustments).
Dollar's stand alone credit metrics are considerably stronger than
those of Hertz. As a result, when the entities are combined on a
pro forma basis with the addition of $1.9 billion of acquisition
debt, the resulting metrics do not reflect any material weakening
from Hertz's current stand alone metrics.

Pro forma for the additional debt and assuming no synergy
benefits, these LTM measures approximate the following: pre-tax
income/sales of 6.8%; EBIT/interest of 1.7x; and debt/EBITDA of
4.0x. These pro forma measures support the B1 rating. Moreover, as
Hertz achieves the planned synergies it will demonstrate the
strategic soundness of the transaction and will further strengthen
its credit profile.

A key factor in the rating confirmation is Moody's expectation
that Hertz will maintain a sound liquidity profile. This is a
critical consideration given the sizable ongoing refunding
requirements the company will face in supporting its rental fleet.
Pro forma for the acquisition, Hertz's key liquidity source will
include a $1.8 billion ABL facility that matures in 2016,
approximately $600 million in unrestricted cash, and the proceeds
from the sale of vehicles and equipment. The key use of cash will
include vehicle and equipment purchases. Funding these purchases
will require Hertz to renew various maturing asset-backed-security
(ABS) facilities on an ongoing basis. Moody's believes that the
company's existing sources of liquidity, its solid operating
performance, the appetite of the ABS market for securities
supported by car rental assets, and Hertz's pro-active strategy of
planning facility renewals well in advance of maturity will help
preserve an adequate liquidity profile.

Healthy industry fundamentals are also a consideration in the
rating confirmation. Moody's expects that the car rental sector
will benefit from a number of factors. Vehicle residual values
should be supported by the disciplined approach that automotive
OEMs have adopted in better matching production levels with retail
demand. These values should also be supported by the historically
modest levels of off-lease vehicles likely to enter the market
over the intermediate term. Although pricing in the car rental
sector will remain competitive, the environment should benefit
from the consolidation that has taken place and by the increasing
focus of car rental companies on improving returns by reducing
costs rather than by growing share position through discounting.
Finally, demand in the equipment rental sector has improved
significantly relative to the levels experienced during 2009.
Although there may be some softening during 2013, demand should
remain well above that of 2009.

Hertz's rating outlook could be changed to positive if the company
were to demonstrate clear progress in integrating Dollar and
achieving the planned synergies. Credit measures that might
support a change in outlook include pre-tax income/sales remaining
above 7% and EBIT/interest exceeding 2x. Any improvement in
Hertz's outlook or rating would also be dependent upon the company
maintaining a prudent liquidity profile.

There would be pressure on Hertz's rating if the company can not
demonstrate synergistic benefits of the acquisition. Metrics that
might indicate rating pressure include pre-tax income/sales below
5% and EBIT/interest below 1.5x.

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


HERTZ CORP: S&P Affirms 'BB' Rating on $1.4-Bil. Term Loan
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' issue-level
rating on Hertz Corp.'s $1.4 billion term loan that matures in
2018 after a $750 million add-on. The rating remains on
CreditWatch with negative implications. "The recovery rating on
this issue is '1', indicating our expectation that lenders would
receive very high (90%-100%) recovery of principal in the event of
a payment default. Hertz Corp. is the major operating subsidiary
of Hertz Global Holdings Inc. (B+/Watch Neg/--). Proceeds from the
add-on may only be borrowed in conjunction with Hertz's proposed
acquisition of Dollar Thrifty Automotive Group Inc. (DTAG;
B+/Watch Neg/--)," S&P said.

"Our ratings on Hertz Corp. remain on CreditWatch, where we placed
them with negative implications on Aug. 27, 2012, after the
company announced it had entered into a definitive agreement to
acquire competitor DTAG for $2.6 billion of cash and the
assumption of $1.6 billion of DTAG's fleet debt. The company will
fund the acquisition through a combination of Hertz's cash, DTAG's
cash, and debt, for which Hertz has committed financing. Hertz has
stated it will divest its Advantage value brand, certain
additional assets, and DTAG airport concessions to obtain
regulatory approval. Unless there are additional material changes
required to obtain regulatory approval, we would expect to affirm
the corporate credit rating and assign a stable outlook upon the
closing of the proposed transaction, which we expect to occur by
year end, or possibly earlier," S&P said.

RATINGS LIST

Hertz Corp.
Corporate Credit Rating                      B+/Watch Neg/--

Rating Affirmed

Hertz Corp.
$2.15 billion term loan due 2018             BB/Watch Neg
  Recovery Rating                             1


INTERCOASTAL CONTRACTING: Bankruptcy May Delay Bridge Work
----------------------------------------------------------
Lindell Kay at The Daily News in Jacksonville, N.C., reported that
the replacement of the Herbert G. Phillips Bridge in Jacksonville,
North Carolina, may be slowed as a result of the bankruptcy filing
of a contractor, but work will not stop.

According to The Daily News, Intercoastal Contracting Inc., dba
Intercoastal Diving Inc., filed for Chapter 11 bankruptcy late
August in U.S. Bankruptcy Court for the Eastern District of North
Carolina.  The company -- http://www.intercoastalcontracting.com/
-- supports heavy construction, utility and manufacturing
industries throughout the Mid-Atlantic Region of the US.

The report notes Intercoastal Contracting, in its bankruptcy
petition dated Aug. 29, listed between $1 million and $10 million
in assets, and between $1 million and $10 million in liabilities,
according to court documents.  The Company's creditors include
more than $2.3 million in job bonds to Liberty Mutual and more
than $990,000 to SunTrust Bank, according to court documents.

According to the report, Intercoastal Contracting, based in Castle
Hayne, was awarded in 2010 a contract by the N.C. Transportation
Department for $11.8 million to construct the Buddy Phillips,
which spans the New River on Marine Boulevard as part of Business
U.S. 17.  The company faces a contract penalty if the job isn't
done by July 2013.

The state requires contractors to be bonded to ensure projects are
completed, and as a precaution, the NCDOT decided to involve the
bonding company to ensure the project is finished on time, the
Daily News quotes David Candela, resident engineer with the NCDOT
in Jacksonville, as saying

The report, citing an article from The Star News of Wilmington
(N.C.), says Intercoastal Diving this summer lost a $2.6 million
lawsuit to a Carolina Beach homeowners association for faulty work
done to a bulkhead in 2007 that caused damage to the HOA's
shoreline.  The jury verdict came after two years of legal
wranglings and a three-week trial in New Hanover County,

According to the report, James Oliver Carter, Esq., at Carter &
Carter, represents the Company as its attorney.


IRWIN MORTGAGE: Has Until Jan. 8 to Propose Chapter 11 Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
extended Irwin Mortgage Corporation's exclusive periods to file
and solicit acceptances for a proposed chapter 11 plan until
Jan. 8, 2013, and March 8, 2013, respectively.  This is the fourth
extension granted by the Debtor.

                       About Irwin Mortgage

For a number of years, Irwin Mortgage Corporation, based in
Dublin, Ohio, originated, purchased, sold and serviced
conventional and government agency backed residential mortgage
loans throughout the United States.  However, in 2006 and
continuing into early 2007, IMC sold substantially all of its
assets, including its mortgage origination business, its mortgage
servicing business, and its mortgage servicing rights portfolio,
to a number of third party purchasers.  As a result of those
sales, IMC terminated its operations and has been winding down
since 2006.

Irwin Mortgage filed for Chapter 11 bankruptcy (Bankr. S.D. Ohio
Case No. 11-57191) on July 8, 2011.  Judge Charles M. Caldwell
presides over the case.  In its petition, the Debtor estimated
assets of $10 million to $50 million, and debts of $50 million to
$100 million.  The petition was signed by Fred C. Caruso,
president.

Nick V. Cavalieri, Esq., Matthew T. Schaeffer, Esq., and Robert B.
Berner, Esq., at Bailey Cavalieri LLC, serve as the Debtor's
counsel.  Fred C. Caruso and Development Specialists Inc. provide
wind-down management services to the Debtor.


JOHN BECK: Get-Rich-Quick Marketer Ends Up in Chapter 11
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that John N. Beck II, who made millions of dollars selling
supposedly fool-proof schemes to get rich quick, filed a Chapter
11 petition (Bankr. N.D. Calif. Case No. 12-47882) last week in
Oakland, California.

According to the report, the Federal Trade Commission said that
almost everyone lost money in the investment schemes described in
his $39.95 books.  He has been enjoined by a court from
advertising that people make money from his systems and is partly
responsible for repaying $478 million to almost 1 million
consumers.

The Bloomberg report discloses that Mr. Beck estimated assets of
less than $10 million and liabilities exceeding $100 million.

The FTC case is Federal Trade Commission v. John Beck Amazing
Profits LLC, 09-CV-4719, U.S. District Court for the Central
District of California (Los Angeles).


JOURNAL REGISTER: Section 341(a) Meeting Scheduled for Oct. 15
--------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in Journal Register Company, et al.'s Chapter 11 case on Oct. 15,
2012, at 2 p.m.  The meeting will be held at the 80 Broad St., 4th
Floor, USTM.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  The Company's more than 350 multi-platform
products reach an audience of 21 million people each month.  JRC
is managed by Digital First Media and is affiliated with MediaNews
Group, Inc., the nation's second largest newspaper company as
measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.
Journal Register expects to complete the auction and sale process
within 90 days.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.


JOURNAL REGISTER: U.S. Trustee Forms 5-Member Creditors Committee
-----------------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2,
appointed these persons to serve on the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Journal Register
Company, et al.

The Committee comprises of:

      1. Pension Benefit Guaranty Corporation
         Attn: Lori A. Butler, Office of Chief Counsel
         1200 K Street, N.W.
         Washington, D.C. 20005
         Tel: (202) 326-4020, ext. 3723
         Fax: (202) 326-4112

      2. Communications Workers of America
         Attn: William D. Ross, executive director
         Local 38010
         1329 Buttonwood Street
         Philadelphia, PA 19123
         Tel: (215) 928-0178
         Fax: (215) 928-0177

      3. Affinity Express, Inc.
         Attn: Kenneth W. Swanson, chief executive officer
         2200 Point Blvd., Suite 130
         Elgin, IL 60123
         Tel: (973) 539-2795
         Fax: (847) 930-3299

      4. Xpedx
         Attn: Jeffrey Biskaduros, credit manager
         Division of International Paper
         261 River Road
         Clinton, NJ 07014
         Tel: (973) 405-2231
         Fax: (973) 405-2143

      5. Flint Group North America Corporation
         Attn: Judith L. Cook, Treasury Manager
         14909 N. Beck Road
         Plymouth, Michigan 48178
         Tel: (734) 781-4600
         Fax: (734) 781-4206

As reported in the Troubled Company Reporter on Sept. 17, 2012,
Lowenstein Sandler was retained as creditors' committee counsel.

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  The Company's more than 350 multi-platform
products reach an audience of 21 million people each month.  JRC
is managed by Digital First Media and is affiliated with MediaNews
Group, Inc., the nation's second largest newspaper company as
measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.
Journal Register expects to complete the auction and sale process
within 90 days.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.


K-V PHARMACEUTICAL: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Ther-Rx Corporation, debtor-affiliate of K-V Discovery Solutions,
Inc., filed with the U.S. Bankruptcy Court for the Southern
District of New York its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $258,296,529
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $235,100,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $1,638
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $62,984,613
                                 -----------      -----------
        TOTAL                   $258,296,529     $298,086,251

Debtor-affiliates also filed their respective schedules,
disclosing:

     Company                          Assets     Liabilities
     -------                          ------     -----------
K-V Discovery Solutions, Inc.       $50,305,751  $268,084,613
FP1096, Inc.                                 $0  $268,084,613
Zeratech Technologies USA, Inc.,             $0  $268,084,613
K-V Pharmaceutical Company,        ($33,833,152) $598,879,432
K-V Solutions USA, Inc.                      $0  $268,084,613
DrugTech Corporation              ($222,970,212) $268,084,613
K-V Generic Pharmaceuticals, Inc.   $14,347,498  $268,084,613

Copies of the schedules are available for free at:

     http://bankrupt.com/misc/K-V_PHARMACEUTICAL_sal.pdf
     http://bankrupt.com/misc/K-V_PHARMACEUTICAL_sal_b.pdf
     http://bankrupt.com/misc/K-V_PHARMACEUTICAL_sal_c.pdf
     http://bankrupt.com/misc/K-V_PHARMACEUTICAL_sal_d.pdf
     http://bankrupt.com/misc/K-V_PHARMACEUTICAL_sal_e.pdf
     http://bankrupt.com/misc/K-V_PHARMACEUTICAL_sal_f.pdf
     http://bankrupt.com/misc/K-V_PHARMACEUTICAL_sal_g.pdf
     http://bankrupt.com/misc/K-V_PHARMACEUTICAL_sal_h.pdf

                      About K-V Pharmaceutical

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4 filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead
Case No. 12-13346, under K-V Discovery Solutions Inc.) to
restructure their financial obligations.

K-V has retained the services of Willkie Farr & Gallagher LLP as
bankruptcy counsel, Williams & Connolly LLP as special litigation
counsel, and SNR Denton as special litigation counsel.  In
addition, K-V has retained Jefferies & Co., Inc., as financial
advisor and investment banker.  Epiq Bankruptcy Solutions LLC is
the claims and notice agent.

The U.S. Trustee appointed five persons to serve in the Official
Committee of Unsecured Creditors.


L-3 COMMUNICATIONS: Fitch Holds 'BB+' Rating on Senior Sub. Debt
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BBB-' Issuer Default Ratings (IDR)
and debt ratings for L-3 Communications Holdings, Inc. (L-3) and
L-3 Communications Corporation.  The Rating Outlook is Stable.

Approximately $3.9 billion of outstanding debt is covered by these
ratings.  The senior subordinated ratings remain one notch below
L-3's IDR and senior unsecured debt due to contractual
subordination.  Convertible contingent debt securities are also
rated one notch below the IDR and senior unsecured debt due to
subordination of its guarantees.

Key factors that support the ratings include L-3's solid credit
metrics; strong liquidity position; and Fitch's expectation of
solid, though declining operating margins and substantial free
cash flow (FCF; cash from operations less capital expenditures and
dividends).  FCF totaled approximately $1 billion for the last 12
months (LTM) ended June 29, 2012 and includes Engility Corporation
(Engility) operating results).

Other positive factors include L-3's diverse portfolio of products
and services that are in line with the Department of Defense (DoD)
requirements and a balanced contract mix.  Additionally, some
concerns about exposure to declining DoD supplemental budgets were
lessened with the spin-off of Engility.

Fitch's concerns include:

  -- L-3's declining revenues and lower margins, which are
     expected to remain under pressure due to continued
     redeployment of the U.S. troops from Afghanistan and changing
     sales mix;
  -- The company's cash deployment strategy, which includes a
     focus on dividends and share repurchases, though it is
     mitigated by the company's commitment to retaining investment
     grade ratings and the recently implemented and announced debt
     reductions; and
  -- Uncertainty surrounding defense spending after fiscal year
     (FY) 2012 due to U.S. government budget deficits and the
     potential for an additional $500 billion of reductions to the
     DoD budget starting in January 2013.

Fitch's other concerns include L3's underfunded pension position,
totaling $967 million (64% funded status) as of Dec. 31, 2011, all
of which stayed with L-3 after the spin-off.  The longer-term
outlook for DoD budgets related to operations in Iraq and
Afghanistan remain a concern but have lessened because of the
amount of related revenues that were a part of the spin-off.

On July 17, 2012, L-3 completed the spin-off of Engility while
retaining its cyber, intelligence and security solutions
businesses, which is called National Security Solutions going
forward.  Engility was a part of L-3's Government Services segment
representing approximately $1.6 billion of estimated 2012
revenues.  Engility's business was expected to account for
approximately 8%-10% of L-3's combined EBITDA and FCF in 2012.  In
connection with the spin-off, L-3 received a onetime $335 million
gross dividend from Engility.

The spin-off resulted in increased pro forma leverage (Debt to
EBITDA) for L-3.  In addition, L-3's 2012 year end forecasted
leverage showed further deterioration driven by declining sales
and lower operating margins due to DoD budgetary pressures,
withdrawal of the troops from Iraq and Afghanistan, and
unfavorable sales mix.  The company supported its credit metrics
by redeeming $250 million of 6.375% senior subordinated notes
maturing in 2015 on July 26, 2012, and by initiating redemption of
the remaining $250 million of 6.375% senior subordinated notes due
2015 on Sept. 13, 2012.  The notes will be redeemed on Oct. 15,
2012.

L-3's total debt is expected to decline to approximately $3.6
billion following the redemption of the senior subordinated notes.
The repayment of the notes will continue the company's shift away
from senior subordinated debt in its capital structure.  After
giving effect to the planned redemption of the notes, Fitch
estimates L-3's leverage to be in the 2.2 times (x) to 2.3x range
at the end of 2012, up from 2.1x as of Dec. 31, 2011.  Despite a
slight deterioration in the company's leverage, its credit profile
is still solid for the existing 'BBB-' rating.

The company's liquidity as of June 29, 2012 was $1.5 billion,
consisting of $996 million of credit facility availability
(expiring in February 2017) and $481 million in cash and short-
term investments.  The liquidity is expected to decline due to the
announced redemption of the remaining $250 million 6.375% senior
subordinated notes due 2015; however, the remaining liquidity will
remain solid.

L-3 has no debt maturities through 2015 (giving effect to the
discussed redemption of the remaining $250 million 6.375% senior
subordinated notes due 2015).  The next material debt maturity is
in 2016 when $500 million of 3.95% senior unsecured notes are due.

L-3 has generated strong FCF through strong operating performance,
working capital management, and growth via prior acquisitions.  In
the LTM ending June 29, 2012, the company generated approximately
$1 billion of FCF.  L-3 reported approximately $1.1 billion annual
FCF in 2011, 2010 and 2009.  L-3's FCF benefits from low capital
expenditures as a percentage of sales; it has averaged 1.3% of
sales between 2008 and 2011.  Fitch expects L-3's FCF to decline
to approximately $800 to $900 million in 2012 and 2013, mostly
driven by the spin-off of Engility.

Fitch's rating and Outlook for L-3 incorporate the agency's
expectations of small- to medium-sized acquisitions and meaningful
cash deployment toward shareholders.  In the first six months of
2012, L-3 deployed $216 million towards acquisitions, $315 million
for share repurchases and $98 million in dividend payments.
Additionally, L-3 acquired Thales Simulation & Training for $134
million effective Aug. 6, 2012.  Fitch expects L-3 to deploy
approximately $1 billion toward shareholders in 2012.  Fitch
expects the share repurchase activity may decline significantly
beyond 2012 depending on the extent of declines in U.S. defense
spending.

L-3 has a pension deficit of approximately $1 billion, and the
pension funds are 64% funded.  The pension benefit obligation
(PBO) comprised $2.7 billion at the end of 2011, while the other
postretirement benefit obligation was $216 million.  Over the past
four years, L-3 contributed $591 million to its pension plans,
with $176 million contributed in 2011.  Given the low interest
rate environment, it is likely that L-3's funding position could
further deteriorate by the end of this year.  L-3 expects to
contribute approximately $175 million over the next several years;
however the company has flexibility to decrease the contributions
as permitted under the MAP-21 Act enacted on July 6, 2012.

U.S. government spending trends are key drivers of L-3's financial
performance given that the company expects to generates most of
its revenues (82% in 2011 including Engility results) from the
U.S. government, with the bulk (75% in 2011 including Engility
results) coming from the Department of Defense (DoD).

U.S. defense spending has been on an upward trend for more than a
decade, but the fiscal 2012 and fiscal 2013 budgets represent a
turning point, with spending beginning to turn down in fiscal
2013, even excluding war spending, albeit from very high levels.
The fiscal 2012 DoD base budget is up less than 1% compared to
fiscal 2011, and the requested base budget for fiscal 2013 is down
1% to $525 billion.  Fiscal 2013 Modernization Spending
(procurement plus research and development [R&D]), the most
relevant part of the budget for defense contractors, is down 4%,
the third consecutive annual decline by Fitch's calculations.

The overhang of potential automatic cuts beginning in early 2013
related to the 'sequestration' situation, as well as the
presidential election, add to the uncertainty faced by defense
contractors in the current environment.  The U.S. defense outlook
will be uncertain and volatile over the next one to two years, and
program details will be needed to evaluate the full effect on
LLL's credit profile.

On Sept. 14, 2012, the Office of Management and Budget issued a
Sequestration Transparency Act report detailing the potential
impact of sequestration on funding reductions for both defense and
nondefense budget accounts.  The report assessed that unless the
sequestration law is changed, the DoD budget will be cut by
approximately $52 billion in FY2013.  Budget cuts to Modernization
Spending would be expected to account for approximately $23
billion or nearly 44% of the cuts despite comprising only 29% of
the total DoD budget.  The majority of the remaining cuts will be
in the Operations and Maintenance account.  Should sequestration
occur, the cuts in Modernization Spending could be partly
mitigated by low outlay rates during the first year for the
majority of Procurement and R&D programs.

Fitch would not expect sequestration-driven DoD spending declines
alone to lead to negative rating actions for L-3.  The company's
exposure to DoD spending is mitigated by good liquidity and the
diversification of its product line.  L-3's sales are not tied to
any major program as the company does not have a contract which
represents more than 3% of its revenues.  A higher percentage of
sales to foreign customers also mitigate the budget cut risks.

What Could Trigger a Rating Action:
Fitch may consider a positive rating action should L-3 improve its
credit profile by further decreasing leverage and moderating its
shareholder friendly cash deployment strategies in form of share
repurchases and dividends.  A negative rating action may be
considered if L-3 completes a large debt-funded acquisition which
weakens L-3's credit profile.  A negative action is also possible
should there be a dramatic change in U.S. defense spending
policies, but an action would depend on L-3's efforts to reduce
costs in line with lower revenues.

Fitch affirms L-3's ratings as follows:

L-3 Communications Holdings, Inc.

  -- IDR at 'BBB-';
  -- Convertible contingent debt securities at 'BB+'.

L-3 Communications Corporation

  -- IDR 'BBB-';
  -- senior unsecured notes at 'BBB-';
  -- Senior unsecured revolving credit facility at 'BBB-';
  -- Senior subordinated debt at 'BB+'.




LEHMAN BROTHERS: To Make Second Distribution of $10.5 Billion
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lehman Brothers Holdings Inc. disclosed Sept. 25 that
the second distribution to be made Oct. 1 under the confirmed
Chapter 11 plan will be about $10.2 billion.  A court filing lists
the percentage distribution for each class under the plan.

According to the report, in addition, Lehman will pay an
additional $328 million on claims that were in dispute when the
first distribution was made.  There will be a third distribution
in March 2013, Lehman said.  About $1.7 billion is being held back
on account of disputed claims.  The first distribution was about
$22.5 billion.

The Chapter 11 plan for the Lehman companies other than the
brokerage subsidiary was confirmed in December and implemented in
March, with a first distribution in April.  The Lehman brokerage
is yet to make a first distribution to non customers.

                       About Lehman Brothers

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

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.


LEHMAN BROTHERS: Still Holding $13.5 Billion After Distribution
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lehman Brothers Holdings Inc. will retain about
$13.5 billion cash after $10.5 billion is distributed to creditors
on Oct. 1, the reorganized investment bank disclosed in an
operating report filed with the bankruptcy court in New York.  The
reports shows that aggregate professional fees for the Chapter 11
case from inception in September 2008 through implementation of
the plan in March now total $1.732 billion.

According to the report, professional costs since the plan was put
into effect total $60.1 million, including $20.7 million in
August.  The Securities and Exchange Commission exercised its
right to intervene in the appeal being taken by the trustee for
Lehman's brokerage subsidiary.  The appeal is the trustee's
attempt at reinstating a $1.5 billion judgment against Barclays
Plc that was overturned by a federal district judge.

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

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

                       About Lehman Brothers

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

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.


LEVEL 3 FINANCING: Moody's Rates $1.2BB Secured Term Loan 'Ba3'
---------------------------------------------------------------
Moody's Investors Service rated Level 3 Financing, Inc.'s new
7-year $1.2 billion senior secured term loan Ba3. Financing is a
wholly-owned subsidiary of Level 3 Communications, Inc. (Level 3),
the guarantor of the notes. Level 3's corporate family and
probability of default ratings remain unchanged at B3 and its
speculative grade liquidity rating remains unchanged at SGL-1
(very good liquidity). In addition, the ratings outlook remains
stable.

Since the new credit facility replaces a like-sized commitment
($650 million Sr. Secured Tranche B II Term Loan and $550 million
Sr. Secured B III Term Loan, both due September 1st, 2018) Level
3's overall credit profile is not affected and both corporate
level and instrument ratings remain unchanged at their existing
levels (see listing below).

The following summarizes the rating action as well as Level 3's
ratings:

Assignments:

Issuer: Level 3 Financing, Inc.

    Senior Secured Bank Credit Facility, Ba3 (LGD2, 10%)

Issuer: Level 3 Communications, Inc.

     Corporate Family Rating, unchanged at B3

     Probability of Default Rating, unchanged at B3

     Speculative Grade Liquidity Rating, unchanged at SGL-1

     Outlook, unchanged at Stable

     Senior Unsecured Bond/Debenture, unchanged at Caa2 (LGD6,
     92%)

Issuer: Level 3 Financing, Inc.

     Senior Secured Bank Credit Facility, unchanged at Ba3 (LGD2,
     10%)

     Senior Unsecured Regular Bond/Debenture (including debts
     issued by Level 3 Escrow, Inc. that have been assumed by
     Level 3 Financing, Inc.), unchanged at B3 (LGD4, 58%)

Ratings Rationale

Level 3 has a reasonable business proposition as a facilities-
based provider of optical, Internet protocol telecommunications
infrastructure and services, however, owing to excess transport
capacity, margins are relatively weak and, with the combination of
the interest carry on the company's sizeable debt burden plus
ongoing capital expenditures, there has been little or no capacity
to amortize debt. The company's B3 ratings are based on
expectations that net synergies from the recently closed
acquisition of Global Crossing Ltd. will reduce expenses
sufficiently such that Level 3 will be modestly cash flow positive
(on a sustained basis) by late 2013. The rating is also based on
the expectation that there is sufficient liquidity to continue to
fund investments in synergy-related initiative, and that the
company's improving credit profile facilitates repayment and/or
roll-over of 2015 and 2016 debt maturities.

Rating Outlook

The stable ratings outlook is premised on net synergies from the
recently closed acquisition of Global Crossing Ltd. will reduce
expenses sufficiently such that Level 3 will be modestly cash flow
positive (on a sustained basis) by late 2013.

What Could Change the Rating - UP

As the existing B3 ratings anticipate the benefit of future
performance, it is unlikely that the rating would be upgraded over
the near term. Once execution risks are substantially addressed
and presuming solid industry conditions and solid liquidity
arrangements, in the event that Debt/EBITDA declines towards 5.0x
and (RCF-CapEx)/Debt advances beyond 5% (in both cases, inclusive
of Moody's adjustments and on a sustainable basis), positive
ratings actions may be warranted.

What Could Change the Rating - DOWN

Whether the result of execution mis-steps or adverse industry
conditions, should it appear that the company is not cash flow
self-sufficient or in the event of significant debt-financed
acquisition activity, negative ratings activity may be considered.

The principal methodology used in rating Level 3 Communications
was the Global Communications Infrastructure Industry Methodology
published in June 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.


LIBERTY INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Liberty Industries, L.C.
        20 S.E. 3rd Street
        Boca Raton, FL 33432

Bankruptcy Case No.: 12-32843

Chapter 11 Petition Date: September 25, 2012

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

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Steven S. Newburgh, Esq.
                  MCLAUGHLIN & STERN, LLP
                  525 Okeechobee Boulevard, #1530
                  West Palm Beach, FL 33401
                  Tel: (561) 659-4020
                  Fax: (561) 659-4438
                  E-mail: ssn@newburghlaw.net

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flsb12-32843.pdf

The petition was signed by William Gates, managing member.


LIGHTSQUARED INC: Falcone Asks to Share Airwaves for Service
------------------------------------------------------------
Todd Shields and Tiffany Kary at Bloomberg News report that Philip
Falcone's bankrupt LightSquared Inc., in an attempt to revive a
planned wireless network stymied by interference concerns, asked
U.S. regulators to let it share airwaves with federal-government
users.  The request was filed Sept. 28 with the Federal
Communications Commission, Michael Tucker, a spokesman for the
Reston, Virginia-based company, said in an e-mailed statement.

The report relates that the company also told the FCC it would
give up the right to some operations in airwaves near those used
by the global positioning system.  The FCC blocked the service in
February after GPS-device makers and users -- including the U.S.
military and commercial airlines -- said signals from
LightSquared's service would confound navigation gear.

The report notes that LightSquared filed for bankruptcy in May and
said it intends to resolve the interference concerns.

LightSquared can't deploy its service while the FCC decides
whether to revoke initial approvals, as it proposed doing in
February, the agency told Congress Sept. 21.  The agency hasn't
yet taken final action.  Makers and users of GPS equipment in a
March filing at the FCC said there are "no feasible mitigation
measures" to prevent interference from LightSquared.  In Sept. 28
proposal, LightSquared asked the FCC to allow it to share
frequencies used by weather balloons and weather satellites.  The
National Oceanic and Atmospheric Administration is the dominant
user of the frequencies, Larry Strickling, administrator of the
National Telecommunications and Information Administration, said
in a July 2010 speech.

U.S. officials were examining whether the airwaves swath could be
shared with commercial users and hadn't drawn any conclusions,
said Mr. Strickling, whose agency oversees federal airwaves use.

"We are aware of LightSquared's interest in sharing," Heather
Phillips, a spokeswoman for the NTIA, said in an emailed
statement.  "If requested by the FCC, NTIA will work with NOAA to
evaluate LightSquared's request."

According to the Bloomberg report, U.S. officials who manage
frequency assignments increasingly are considering sharing
arrangements, as airwaves become crowded with new uses.  Letting
others share parts of the spectrum now set aside for federal
agencies could help meet surging demand from wireless smart phones
and other mobile devices offered by commercial carriers, a White
House advisory panel said in July.  Lenders holding more than
$1 billion in LightSquared debt have challenged the control of
Mr. Falcone, 50, whose hedge fund has invested about $3 billion in
the company.

                        Regulatory Reversal

The Bloomberg report discloses that Mr. Falcone's strategy of
seeking a regulatory reversal is a "high-risk, high-return
strategy" the lenders said in a Sept. 6 filing.  They recommended
instead that the company be sold.  The hedge fund, New York-based
Harbinger Capital Partners, managed $4 billion at the end of last
year, down from a peak of $26 billion in mid-2008.  It wrote down
its LightSquared position by 59% last year.

                      About LightSquared Inc.

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

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

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

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

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

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

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

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

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

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


LINC USA: Moody's Corrects September 20 Rating Release
------------------------------------------------------
Moody's Investors Service issued a correction to the Sept. 20,
2012 rating release of Linc USA GP.

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

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

Assignments:

  Issuer: Linc USA GP

     Corporate Family Rating, Assigned Caa2

     Probability of Default Rating, Assigned Caa2

     Speculative Grade Liquidity Rating, Assigned SGL-3

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

Ratings Rationale

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

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

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

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

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

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

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

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

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


LON MORRIS: Prepares for Piecemeal Auction
------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that defeated by a
federal rule that automatically takes federal school loans away
from bankrupt colleges, Texas liberal-arts school Lon Morris
College is preparing to sell itself in pieces at a cash auction.

                     About Lon Morris College

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

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

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

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

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


MAKENA GREAT: Exclusivity Extended; Plan Outline Hearing Reset
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
rescheduled the confirmation hearings for:

   -- GAC Storage Copley Place, LLC to Oct. 11, at 1 p.m. and
      Oct. 12, at 10 a.m.;

   -- GAC Storage El Monte, LLC the El Monte to Oct. 18, at
      1 p.m. and Oct. 19 at 10 a.m.; and

   -- The Makena Great American Anza Company, LLC to Oct. 30, at
      1 p.m. and Oct 31, at 10 a.m.

The Court has stricken confirmation hearing dates previously
scheduled for Sept. 6, 7, and 13.

The Court also ordered that the Debtors file any amendments to
their respective plans of reorganization by Sept. 27.  Any
supplemental objections to the amended plan will be filed by
Oct. 4.

Additionally, the Debtors' exclusivity periods is extended until
the new confirmation hearing dates.

Lenders Bank of America, N.A., and Wells Fargo Bank, N.A., filed
objections to Debtors' motion to reschedule confirmation hearings
and extend exclusivity periods.

                    About Makena Great American

GAC Storage Lansing LLC -- which owns and operates a warehouse and
storage facility with 522 storage units, generally located at 2556
Bernice Road, Lansing, Illinois -- filed for Chapter 11 bankruptcy
(Bankr. N.D. Ill. Case No. 11-40944) on Oct. 7, 2011.  Jay S.
Geller, Esq., D. Sam Anderson, Esq., and Halliday Moncure, Esq.,
at Bernstein, Shur, Sawyer & Nelson, P.A., represents the Debtor
as counsel.  Robert M, Fishman, Esq., and Gordon E. Gouveia, Esq.,
at Shaw Gussis Fishman Glantz Wolfson, & Towbin LLC, in Chicago,
represents the Debtor as local counsel.  It estimated $1 million
to $10 million in assets and debts.  The petition was signed by
Noam Schwartz, secretary and treasurer of EBM Mgmt Servs, Inc.,
manager of GAC Storage, LLC.

The Makena Great American Anza Company LLC --
http://www.makenacapital.net/-- a commercial shopping center
developers in Southern California, filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 11-48549) on Dec. 1, 2011, in Chicago.
Anza leads the way in the acquisition and development of
"A-Location" small commercial shopping centers and corner
properties in Southern California.  Lawyers at Shaw Gussis Fishman
Glantz Wolfson & Towbin, LLC, in Chicago, and Bernstein, Shur,
Sawyer & Nelson, P.A., in Portland, Maine, serve as counsel to the
Debtor.  Makena disclosed $13,938,161 in assets and $17,723,488 in
liabilities.

Other affiliates that sought bankruptcy protection are GAC Storage
Copley Place LLC, GAC Storage El Monte LLC, and San Tan Plaza LLC.
The cases are being jointly administered under lead case no.
11-40944.

At the behest of lender Bank of America, N.A., the Bankruptcy
Court dismissed the Chapter 11 case of San Tan Plaza, as reported
by the Troubled Company Reporter on July 17, 2012.

Anza, Copley and El Monte have filed separate bankruptcy exit
plans.  The Court is slated to consider approval of those plans at
hearings on Sept. 6 and 7, 2012.


MERCURY PAYMENT: S&P Ups Ratings on $225MM Debt Facilities to 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised the issue-level ratings
on Mercury Payment Systems LLC's (MPS) $25 million first-lien
revolving credit facility and $200 million first-lien term loan B
to 'BB' (two notches above the company's 'B+' corporate credit
rating) from 'BB-'. "At the same time, we revised the recovery
ratings on this debt to '1' from '2'. The '1' recovery rating
indicates our expectation for very high (90%-100%) recovery for
lenders in the event of a payment default. The higher ratings are
the result of a revision to our recovery analysis that increased
our estimated recovery valuation at the time of default. The
increased valuation was precipitated by the company's continued
strong growth, improvement in EBITDA margins, and successful
completion of its in-house processing platform build-out. We also
revised our presumed default year to 2017, to coincide with the
maturity of the company's term loan," S&P said.

"Our corporate credit rating and outlook on the company are
unchanged. Our ratings on MPS reflect its 'weak' business risk and
'aggressive' financial risk profiles. The business risk
incorporates the company's narrow addressable market, modest
EBITDA base, high level of competition from entities with
significantly better resources, and the risks associated with the
transition to its in-house processing platforms (IHP). Partially
tempering these considerations are the company's embedded position
within its market niche and consistently strong growth and
operating performance. The company's favorable financial metrics
also provide support for the rating," S&P said.

RATINGS LIST

Mercury Payment Systems, LLC
Corporate Credit Rating                    B+/Stable/--

Upgraded; Recovery Ratings Revised
                                            To        From
Mercury Payment Systems, LLC
$25 mil first-lien revolvg credit facility BB        BB-
   Recovery Rating                          1         2
$200 mil first-lien term loan B            BB        BB-
   Recovery Rating                          1         2


MONTPELIER RE: Solid Operating Performance Cues Fitch to Up Rating
------------------------------------------------------------------
Fitch Ratings today upgraded the ratings of Montpelier Re Holdings
Ltd. These ratings upgrades include Montpelier's senior unsecured
debt rating, which was upgraded to 'BBB+' from 'BBB', and the
Insurer Financial Strength (IFS) rating of Montpelier Reinsurance
Ltd. (Montpelier Re), which was upgraded to 'A' from 'A-'.  The
Rating Outlook is Stable.

The ratings upgrade reflects Montpelier's solid operating
performance and internal capital generation over the past several
years.  The upgrade also reflects that the company's underwriting
performance, while still volatile relative to many comparably
rated reinsurers, is comparable to other property catastrophe
reinsurers rated by Fitch when viewed on a multi-year rolling
average basis.

Montpelier reported $169 million of net earnings in 1H12, driven
by a strong combined ratio of 67.2%, which benefited from light
catastrophe losses during the period.  This result more than
offsets the $124 million loss reported for the full year 2011,
when record high international catastrophe losses hurt
Montpelier's results, along with most other global reinsurers.

Fitch further observes that the company's share of global
catastrophe losses over the last several years, while significant
in some cases, has been manageable and consistent with levels that
might be expected from a reinsurer of Montpelier's size and focus.

Fitch believes that the company uses sound risk management
processes to manage its exposure to potential catastrophe-related
losses by geographic zone and relative to its capital base.
Montpelier's low underwriting leverage enables the company to
preserve capital during periods that include underwriting
volatility.

Fitch notes favorably that despite Montpelier's 2011 operating
loss, capital ratios (such as net premium to equity and assets to
equity) consistently remained well within tolerances for the
current rating level.  Fitch expects this trend to continue for
the foreseeable future.

Fitch views Montpelier's balance sheet risk as relatively modest.
The company maintains relatively low invested asset leverage and
its investment portfolio is dominated by highly rated fixed income
investments that fared well during periods of capital market
volatility.  There is relatively little risk of significant
adverse loss development from the company's largely short-tail
underwriting liabilities.

Montpelier's ratings continue to recognize the company's
significant exposure to earnings and capital volatility derived
from its property catastrophe reinsurance products, most recently
evidenced by the company's roughly $409 million of combined
catastrophe losses in 2011, including approximately $250 million
combined from the Japanese and New Zealand earthquake events.

Key rating triggers that could result in a ratings downgrade
include weakening of overall risk-adjusted capital strength as
measured by traditional operating leverage ratios and the
company's publicly disclosed probable maximum losses (PML's) from
large catastrophe events as a percent of total shareholders'
equity.

Specifically, an increase in underwriting leverage (measured by
traditional net premiums written to equity ratios) to levels at or
above 0.7 times (x) from recent levels of 0.4x could result in a
ratings downgrade.  Likewise, an increase in Montpelier's 1-100
and 1-250 year per event catastrophe PML's to 30% (currently 19%)
and 40% (currently 23%) of total equity, respectively, could
result in a downgrade.

Additionally, failure to maintain a run rate average combined
ratio in the mid-80%'s, which approximates Montpelier's average
result from 2007 through mid-year 2012, could result in ratings
downgrade.

Fitch could also downgrade Montpelier's ratings if the company
were to suffer catastrophe losses that were unfavorably
inconsistent with its own internally modeled results, or that
resulted in earnings and/or capital declines that were
significantly worse than comparably rated peers.

Key rating triggers that could generate longer term positive
rating pressure include a prolonged period during which Montpelier
outperformed comparably rated peers with respect to underwriting
performance and overall profitability, continued strong risk
adjusted capitalization metrics, and enhanced competitive
positioning and scale in the company's key product lines.

Fitch has upgraded the following ratings and assigned a Stable
Rating Outlook:

Montpelier Re Holdings Ltd

  -- Issuer Default Rating (IDR) to 'A-' from 'BBB+';

  -- $228,009,000 6.125% senior notes due Aug. 15, 2013 to 'BBB+'
     from 'BBB';

   -- $150,000,000 8.875% non-cumulative perpetual preferred
      securities to 'BBB-' from 'BB+'.

Montpelier Reinsurance Ltd.

   -- IFS to 'A' from 'A-'.

Montpelier Capital Trust III

  -- $100,000,000 floating rate trust preferred securities due
     March 30, 2036 to 'BBB-' from 'BB+.'


MORGAN'S FOODS: Reports $206,000 Net Income in Aug. 12 Quarter
--------------------------------------------------------------
Morgan's Foods, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $206,000 on $20.64 million of revenue for the quarter ended
Aug. 12, 2012, compared with a net loss of $257,000 on
$19.51 million of revenue for the quarter ended Aug. 14, 2011.

The Company reported net income of $245,000 on $40.95 million of
revenue for the 24 weeks ended Aug. 12, 2012, compared with a net
loss of $474,000 on $39.07 million of revenue for 24 weeks ended
Aug. 14, 2011.

The Company's balance sheet at Aug. 12, 2012, showed
$52.67 million in total assets, $53.47 million in total
liabilities, and a $800,000 total shareholders' deficit.

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

                        http://is.gd/Vn6I2X

                        About Morgan's Foods

Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in
1925, operates through wholly-owned subsidiaries KFC restaurants
under franchises from KFC Corporation, Taco Bell restaurants under
franchises from Taco Bell Corporation, Pizza Hut Express
restaurants under licenses from Pizza Hut Corporation and an A&W
restaurant under a license from A&W Restaurants, Inc.

As of May 20, 2011, the Company operates 56 KFC restaurants,
5 Taco Bell restaurants, 10 KFC/Taco Bell "2n1's" under franchises
from KFC Corporation and franchises from Taco Bell Corporation,
3 Taco Bell/Pizza Hut Express "2n1's" under franchises from Taco
Bell Corporation and licenses from Pizza Hut Corporation,
1 KFC/Pizza Hut Express "2n1" under a franchise from KFC
Corporation and a license from Pizza Hut Corporation and 1 KFC/A&W
"2n1" operated under a franchise from KFC Corporation and a
license from A&W Restaurants, Inc.

The Company reported a net loss of $1.68 million for the year
ended Feb. 26, 2012, compared with a net loss of $988,000 for the
year ended Feb. 27, 2011.

The Company's balance sheet at May 20, 2012, showed $53.51 million
in total assets, $54.51 million in total liabilities and a $1
million total shareholders' deficit.


MOTORS LIQUIDATION: Trustee Claims Objection Cutoff on March 25
---------------------------------------------------------------
The Bankruptcy Court has extended until March 25, 2013, the
deadline within which Wilmington Trust Company, in its capacity as
trust administrator and trustee of the GUC Trust, can file
objections to unsecured claims asserted in the bankruptcy cases of
Motors Liquidation Company and its affiliated debtors.  The Claims
Objection Deadline may in the future be extended beyond March 25,
2013, by further order of the Bankruptcy Court.

The agreement governing the GUC Trust provides that the trust
administrator and trustee of the GUC Trust has the authority to
file objections.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


MSR RESORT: Paulson, Winthrop Resort Auction Scheduled for Nov. 8
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the four resorts still owned by Paulson & Co. and
Winthrop Realty Trust will conduct an auction on Nov. 8 to
determine who will acquire the properties through implementation
of a Chapter 11 plan.

According to the report, Paulson and Winthrop gave up trying to
retain ownership of the remaining resorts they foreclosed in early
2011.  Assuming there is no competing bidder, secured lender
Government of Singapore Investment Corp. will acquire the
properties for $1.5 billion, including $1.115 million cash and
$360 million in debt.  The bankruptcy judge in New York approved
auction and sale procedures this week.  Competing bids are due
Nov. 6.

The four remaining resorts are the Grand Wailea Resort Hotel and
Spa in Hawaii; the La Quinta Resort and Club and the PGA West golf
course in La Quinta, California; the Arizona Biltmore Resort and
Spa in Phoenix; and the Claremont Resort & Spa in Berkeley,
California.  In June, the Doral Golf Resort and Spa in Miami was
sold to Donald Trump.

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


MUNICIPAL CORRECTIONS: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
Municipal Corrections, LLC, filed with the U.S. Bankruptcy Court
for the District of Nevada its schedules of assets and
liabilities, disclosing:

     Name of Schedule                Assets       Liabilities
     ----------------               --------      -----------
  A. Real Property                        $0
  B. Personal Property              $656,378
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $55,799,625
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $5,969,903
                                    --------      -----------
        TOTAL                       $656,378      $61,769,528

                   About Municipal Corrections

Hamlin Capital Management, LLC, Oppenheimer Rochester National
Municipals, and UMB, N.A., as indenture trustee -- owed an
aggregate $90 million on a bond debt -- filed an involuntary
Chapter 11 petition for Municipal Corrections, LLC (Bankr. D. Nev.
Case No. 12-12253) on Feb. 29, 2012.  Jon T. Pearson, Esq., at
Ballard Spahr LLP, in Las Vegas, Nev., serves as counsel to the
petitioners.

Austin E. Carter, Esq., at Stone & Baxter LLP, in Macon, Ga.; and
Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm, in
Las Vegas, Nev., represent the Debtor as counsel.


NORBORD INC: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Toronto-
based oriented strand board (OSB) producer Norbord Inc. to stable
from negative. At the same time, Standard & Poor's affirmed its
ratings on the company, including its 'BB-' long-term corporate
credit rating on Norbord.

"We base the outlook revision on what we consider positive trends
in the North American housing construction markets, reflected in
higher OSB prices and increased demand," said Standard & Poor's
credit analyst Jatinder Mall. "We expect these trends to continue
as we believe U.S. housing starts will hit 920,000 in 2013," Mr.
Mall added.

"The ratings on Norbord reflect what Standard & Poor's views as
the company's fair business risk profile and aggressive financial
risk profile. We believe that Norbord's competitive advantages are
in its low-cost, highly efficient operating mills; its market
position as the third-largest North American OSB producer; strong
liquidity; and geographic diversification to housing construction
markets in the U.K. and northern Europe. These strengths are
partially offset, in our opinion, by Norbord's exposure to the
cyclical U.S. housing construction market, its aggressively
leveraged capital structure, and its exposure commodity-type
product with little to no pricing power," S&P said.

"As the third-largest OSB producer in the world, Norbord has an
annual capacity of more than 5 billion square feet. The company
also produces other wood products such as particleboard and medium
density fiberboard. Its operating facilities are located primarily
in North America and about one-third of its capacity is in
Europe," S&P said.

"The stable outlook on Norbord reflects Standard & Poor's
expectations that the increased demand for OSB stemming from a
substantial recovery in U.S. housing construction will continue
into 2013 and 2014. Increased OSB demand year-to-date has consumed
excess supply capacity, resulting in much improved prices so far
this year and improved credit metrics for Norbord. We expect
Norbord's adjusted debt-to-EBITDA ratio to improve to about 3.6x
for 2012, and debt to capital to 60%. We would likely upgrade the
company if it uses free operating cash flows to reduce leverage,
or if investments are made to improve the firm's business risk
profile. A downgrade could occur if U.S. housing starts decline,
resulting in lower OSB prices (about US$180 per 1,000 square
feet), leading to negative free cash generation, or if unexpected
asset write-downs lead to deterioration in the cushion under the
bank covenants," S&P said.


NORTHFIELD PARK: Moody's Assigns 'B2' CFR; Rates Facilities 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
Northfield Park Associates, LLC. Moody's also assigned a B1 rating
to the company's $195 million first lien senior secured bank
credit facilities. The ratings are subject to receipt of final
documentation. The proceeds from the proposed bank facilities will
be used to finance construction of the Hard Rock Northfield Park,
a racino development project at the existing Northfield Park
racetrack located in Northfield Ohio, a suburb of Cleveland. The
development project will be owned by a joint venture between
Milstein Entertainment, LLC (80%) and HR Ohio Member, LLC (20%).
HR Ohio Member, LLC is a joint venture between Hard Rock
International and Och-Ziff Capital Management Group. The property
will be managed by affiliates of Hard Rock International.

Ratings assigned:

Corporate Family Rating at B2

Probability of Default Rating at B2

Proposed $25 million first lien senior secured 5-year revolver
at B1 (LGD 3, 38%)

Proposed $20 million first lien senior secured 6-year delayed
draw term loan at B1 (LGD 3, 38%)

Proposed $150 million first lien senior secured 6-year term loan
B at B1 (LGD 3, 38%)

Rating Rationale

Northfield Park's B2 Corporate Family Rating (CFR) reflects the
start-up nature of the casino project, typical risks associated
with cost-over runs and timely completion, single property
concentration risk and the low cash equity relative to other
recently rated ground-up gaming developments. The B2 CFR also
takes into consideration the strength of the Hard Rock brand and
management expertise -- Hard Rock currently operates/owns six Hard
Rock casinos -- and the favorable demographics of the Cleveland
gaming market that is similar to other established, successful
gaming markets such as Detroit, MI, St. Louis, MO and
Philadelphia, PA. Additionally, Moody's estimates the development
budget of $211 million (excluding financing costs and funded
interest reserves) equates to a cost of about $92,000 per
position, less than Moody's estimate of the cost per position of
both Horseshoe Casino Cleveland and Thistledown. These positive
attributes suggest that Northfield Park's will have lower leverage
and higher interest coverage after it first full year of
operations relative to other recent ground-up developments.
Moody's expects Northfield Park's 2014 (its first full year of
operations) debt/EBITDA and EBITDA/interest expense to range
between 3.8 times -- 4.3 times and between 3.0 times -- 3.5 times,
respectively.

The B1 rating on Northfield Park's proposed $195 million first
lien senior secured debt -- one notch above the CFR -- reflects
the support provided by the proposed $53 million unsecured
subordinated debt (unrated) provided by Och-Ziff. The proposed
subordinated debt is payable in kind (PIK) at 4% during
construction of the project, then is either cash pay or PIK after
the project opens, and matures one year after the bank facility.
The first lien bank facilities will be guaranteed by Northfield
Park's current and future subsidiaries and secured by a lien on
substantially all assets.

The stable rating outlook reflects Moody's expectation that
Northfield Park has sufficient funds to complete construction and
ramp-up of the Hard Rock Northfield Park project and that the
casinos can earn a reasonable return on investment such that at
year-end 2014 debt to EBITDA will range between 3.8 times -- 4.3
times.

Ratings could be lowered if the project experiences cost over-runs
or construction delays, or if at any time it is apparent that debt
to EBITDA at the end of fiscal year 2014 will be above 5.25 times
or if the Cleveland market's operating environment deteriorates
for any reason.

Ratings improvement is limited at this time given the need to
complete construction and ramp-up of the project.

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

Northfield Park Associates, LLC is a joint venture between
Milstein Entertainment, LLC (80%) and HR Ohio Member, LLC (20%).
HR Ohio Member, LLC is a joint venture between Hard Rock
International and Och-Ziff Capital Management Group. Northfield
Park Associates, LLC is developing the Hard Rock Northfield Park,
a racino project at the existing Northfield Park racetrack in
Northfield, OH. The racino will be managed by Hard Rock
International and is expected to open by the end of 2013 with
approximately 2,300 video lottery terminals. The Milstein family
has owned the Northfield Park racetrack since 1972 and has a
longstanding involvement in the Cleveland community.


NORTHFIELD PARK: S&P Assigns 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Northfield, Ohio-based Northfield Park Associates
LLC (Northfield Park). The rating outlook is positive.

"At the same time, we assigned our 'B' issue-level rating and a
'3' recovery rating to Northfield Park's proposed $195 million
senior secured debt, which will consist of a $25 million revolving
credit facility due 2017, a $20 million delayed-draw term loan due
2018, and a $150 million first-lien term loan due 2018. The '3'
recovery rating indicates our expectation that lenders will
receive meaningful (50% to 70%) recovery of principal in the event
of a payment default," S&P said.

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

-- fund the development and construction of Hard Rock Northfield
    Park (the racino (a racetrack complex with gaming
    operations));

-- fund the initial license payment for the operation of video
    lottery terminals (VLTs);

-- establish an interest reserve to fund debt service through the
    construction period and the first few months following the
    opening of the racino; and

-- fund transaction fees and expenses.

"The 'B' corporate credit rating reflects our assessment of
Northfield Park's business risk profile as 'weak' and its
financial risk profile as 'highly leveraged,' according to our
criteria," S&P said.

"Our business risk profile assessment of 'weak' reflects the
construction and execution risks associated with developing a
gaming property in a new gaming market, as well as Northfield
Park's reliance on a single asset to meet debt-service needs,"
said Standard & Poor's credit analyst Carissa Schreck.

"These risks are somewhat mitigated by our favorable view of the
location and market demographics, our expectation that the
property will be of high quality, and the experienced property
manager," S&P said.

"Our financial risk profile assessment of 'highly leveraged'
reflects our belief that new gaming projects are often somewhat
slow to ramp up operations because of uncertain demand and
challenges in managing costs effectively, particularly in the
first few months. In addition, we believe liquidity could be
pressured if the opening of the racino is delayed. Northfield Park
relies on a single property for cash flow generation, and we
estimate that the interest reserve account will provide a limited
cushion after the 12-month construction period has ended. Despite
these risks, we are forecasting that the property will generate
excess cash flow to facilitate deleveraging beginning in 2014, its
first full year of operation, and have EBITDA coverage of interest
expense in the mid-3x area at the end of its first full year," S&P
said.


NYTEX ENERGY: Marble Falls Drilling Program in Texas a Success
--------------------------------------------------------------
NYTEX Energy Holdings, Inc., announced the successful drilling and
completion of its first vertical well drilled into the Marble
Falls formation at 5,500 feet in depth located in Jack County,
Texas.  The well came in free-flowing at an initial production
rate of 75 barrels of oil per day and 1.8 million cubic feet of
high BTU gas per day.  High BTU gas currently sells for over $4.50
per MCF.  This well is the first of five wells that NYTEX recently
drilled into the Marble Falls and Barnett Shale that are awaiting
completion, with a sixth well currently drilling as of the date of
this release.  Co-funded with industry partners, NYTEX owns
between 10% and 20% through a combination of working interests and
overriding royalty and back-in working interests in the six wells.
NYTEX currently holds leasehold ownership in 1,205 acres on which
there are 30 additional drilling locations, with commitments from
mineral owners to acquire an additional 2,500 acres.  The Company
maintains an ongoing leasehold acquisition initiative in the
Marble Falls play.

As a result of providing land/lease bank services, NYTEX owns
overriding royalty interests in 65,489 acres in Jack, Throckmorton
and Young Counties in the Marble Falls, Mississippi Lime and Caddo
Limestone resource plays.  Also, as a result of the Company
generating and selling drilling prospects, NYTEX owns overriding
royalty and/or carried working interests in 22,904 acres in Jack,
Young, Palo Pinto and Stephens Counties.

Michael Galvis, NYTEX President and CEO, commented, "The sale of
our Francis Drilling Fluids, Ltd. operations this past May has
allowed us to not only simplify our balance sheet, fully redeem
all debentures and markedly reduce operating costs and
liabilities, but also turn our focus to the burgeoning
opportunities created by our early success in our target multi-pay
oil resource plays."

Mr. Galvis added, "By completing our first six wells, we expect to
enjoy substantial increases in cash flows from oil and gas
production adding to our land services revenues, as well as build
producing oil and gas reserves and create shareholder value."

                         About NYTEX Energy

Located in Dallas, Texas, Nytex Energy Holdings, Inc., is an
energy holding company with operations centralized in two
subsidiaries, Francis Drilling Fluids, Ltd. ("FDF") and NYTEX
Petroleum, Inc. ("NYTEX Petroleum").  FDF is a 35 year old full-
service provider of drilling, completion and specialized fluids
and specialty additives; technical and environmental support
services; industrial cleaning services; equipment rentals; and
transportation, handling and storage of fluids and dry products
for the oil and gas industry.  NYTEX Petroleum, Inc., is an
exploration and production company focusing on early stage
development of minor oil and gas resource plays within the United
States.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Whitley Penn LLP, in Dallas, Texas,
expressed substantial doubt about Nytex Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company is not in compliance with certain loan covenants
related to two debt agreements.

The Company's balance sheet at June 30, 2012, showed $9.79 million
in total assets, $3.74 million in total liabilities, and
$6.04 million in total equity.


ONE SOURCE RECYCLING: Files for Chapter 7 Bankruptcy Protection
---------------------------------------------------------------
Kevin Haas at Rockford Register Star reports that One Source
Recycling Inc., which also operates Total Waste Recycling, has
filed for Chapter 7 bankruptcy.

The Company filed for Chapter 11 restructuring in 2009.

According to the report, Total Waste enabled residents to put
trash and recyclables in the same can and sorted out which items
could be reused.  Veolia Environmental Services had partnered with
the company this summer to allow residents to use the service.  It
also had customers in parts of Roscoe, Durand, Rock City in
Stephenson County and Beloit in Wisconsin.

The report relates Veolia sent a letter to customers that said the
sudden closure means they'll have to separate trash and
recyclables again.  Veolia compensated for the change by
increasing curbside collection to one time per week, rather than
every other week.

Ed Schmitt is the chief executive of Total Waste.


OWENS-ILLINOIS INC: S&P Affirms 'BB+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Perrysburg, Ohio-based-Owens-Illinois Inc. to stable from
negative. "At the same time, we affirmed all existing ratings on
the company, including our 'BB+' corporate credit rating," S&P
said.

"The outlook revision reflects Owens-Illinois' improved earnings
in the first half of 2012, and ongoing debt reduction," said
credit analyst Liley Mehta. "We expect FFO-to-total adjusted debt
to continue to gradually improve in 2013."

"The outlook is stable. Credit measures have improved near
appropriate levels, and we believe that management's actions to
improve operating efficiency and continued focus on debt reduction
should offset weak demand trends in Europe. We believe that
financial policies are prudent and that management remains
committed to lowering debt leverage, such that FFO-to-total
adjusted debt can be sustained in the appropriate 20% to 25%
range," S&P said.

"We could lower the ratings slightly if credit metrics
deteriorated such that FFO-to-total adjusted debt declined to or
below 15% with no prospects for recovery. Based on our scenario
forecasts, this could occur if the company is unable to pass on
higher costs to customers in a timely fashion or if economic
weakness materially depresses demand. This could cause volume to
decline and EBITDA margins to decline below 16%. We could also
lower the ratings if the company pursues debt-financed
acquisitions, which cause deterioration in credit measures," S&P
said.

"While not expected at this time, we could raise the ratings if
improved earnings and debt reduction resulted in FFO-to-total
adjusted debt improve to 30% on a sustained basis," S&P said.


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

As reported in the Troubled Company Reporter on Sept. 26, 2012,
the hourly rates of the law firm's personnel are:

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

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

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

                      About Oxley Development

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

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

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

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

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

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


P & M PETROLEUM: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: P & M Petroleum Management, LLC
        555 17th Street, #1400
        Denver, CO 80202

Bankruptcy Case No.: 12-29883

Chapter 11 Petition Date: September 25, 2012

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: lmk@kutnerlaw.com

Estimated Assets: Not Stated

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/cob12-29883.pdf

The petition was signed by Edward Neibauer, manager.


PACIFIC MONARCH: U.S. Trustee Disbands 3-Member Creditors' Panel
----------------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, notified the
U.S. Bankruptcy Court for the Central District of California of
the disbanding of the Official Committee of Unsecured Creditors in
the Chapter 11 cases of Pacific Monarch Resorts, Inc.

The U.S. Trustee relates that all three members of the Committee
appointed on Dec. 20, 2011, resigned.  In an attempt to
reconstitute the Committee, the U.S. Trustee re-solicited the
unsecured creditors from the list of 20 largest of unsecured
creditors provided by the Debtors, however, only two creditors
expressed an interest in serving and both creditors were not
committal in their desire to serve.

                       About Pacific Monarch

Pacific Monarch Resorts, Inc., and its affiliated debtors operate
a "timeshare business" business.  The Debtors filed voluntary
Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720)
on Oct. 24, 2011, disclosing $100 million to $500 million in both
assets and debts.  The affiliated debtors are Vacation Interval
Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC,
Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de
R.L. de C.V.

Based in Laguna Hills, California, Pacific Monarch and its
affiliates generate revenue primarily from the sale and financing
of "vacation ownership points" in a timeshare program commonly
known and marketed as "Monarch Grand Vacations," a multi-location
vacation timeshare program that establishes a uniform plan for the
development, ownership, use and enjoyment of specified resort
accommodations for the benefit of its members.  MGV is a nonprofit
mutual benefit corporation whose members are timeshare owners, and
it is administered by a board of directors elected by MGV members.

As of the Petition Date, MGV owned Resort Accommodations within
these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks
Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort -
Phases I and II (Dana Point), Riviera Shores Beach (Dana Point),
Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake
Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun
Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico).
Future Vacation Accommodations are currently in the pre-
development stage in Kona, Hawaii and Las Vegas, Nevada.
Additionally, the Cabo Azul Resort has construction in progress on
two buildings.

The Pacific Monarch entities do not include the entities that
actually own the timeshare properties that have been dedicated to
use by the purchasers of timeshare points.  The trusts that own
the properties are not liable for the Pacific Monarch entities'
obligations.

MGV is not a debtor.

Judge Erithe A. Smith presides over the jointly administered
cases.  Lawyers at Stutman, Treister & Glatt PC, in Los Angeles,
serve as counsel to the Debtors.  The petition was signed by Mark
D. Post, chief executive officer and director.

Houlihan Lokey Capital, Inc., serves as investment baker to the
Debtors.  Raymond J. Gaskill, Esq., represents the Debtors as
special timeshare counsel.  Greenberg, Whitcombe & Takeuchi, LLP,
serves as the Debtors' special counsel for employment and labor
matters.  Lesley, Thomas, Schwarz & Postma, Inc., serves as the
Debtors' tax and vacation ownership points accountants.  White &
Case LLP is the Debtors' special tax counsel.

Attorneys at Brinkman Portillo Ronk, PC, serve as counsel to the
Official Committee of Unsecured Creditors.

Creditor Ikon Financial Services is represented by Christine R.
Etheridge.  Creditor California Bank & Trust is represented in the
case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C.
Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor
Fifth Third Bank.  Creditor The Macerich Company is represented by
Brian D. Huben, Esq. at Katten Muchin Rosenman LLP.  Interested
Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at
Katten Muchin Rosenman LLP.


PARK CAPITAL: Case Summary & 2 Unsecured Creditors
--------------------------------------------------
Debtor: Park Capital Properties, LLC
        20400 Stevens Creek Boulevard, Suite 700
        Cupertino, CA 95014

Bankruptcy Case No.: 12-56989

Chapter 11 Petition Date: September 25, 2012

Court: U.S. Bankruptcy Court
       Northern District of California (San Jose)

Judge: Charles Novack

Debtor's Counsel: Terrell S. Root, Esq.
                  LAW OFFICES OF JAMES M. SULLIVAN
                  225 N Santa Cruz Avenue
                  Los Gatos, CA 95030
                  Tel: (408) 395-3837
                  E-mail: tracy@jsullinc.com

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

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

A copy of the Company's list of its two largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/canb12-56989.pdf

The petition was signed by Paul Schroeder, president.


PATRIOT COAL: J. Lushefski Succeeds M. Schroeder as CFO
-------------------------------------------------------
Patriot Coal Corporation announced management changes intended to
bolster the resources of its finance team as the Company continues
its reorganization process.  Mark N. Schroeder has been named
Senior Vice President of Financial Planning, effective
immediately.  In this role, Mr. Schroeder will largely focus on
steps to maximize value created from the Company's reorganization
process.  John E. Lushefski, a Patriot Board member and chair of
its Finance Committee, is joining the Company and is succeeding
Mr. Schroeder as Chief Financial Officer and Chief Accounting
Officer of Patriot.  Mr. Lushefski is stepping down from the
Patriot Board to serve in his new role.

"Patriot is fortunate to be able to draw on the services of these
two outstanding professionals as the Company continues to address
the challenges presented by a rapidly changing industry," said
Patriot Chairman and Chief Executive Officer Irl F. Engelhardt.

"Jack Lushefski is a highly accomplished financial executive, with
prior experience as the CFO of several companies.  Having worked
closely with him on the Patriot Board, I am confident that Jack's
financial expertise, leadership talents and industry experience
will provide added strength and depth to the Patriot team."

He continued, "As we move through the stages of the reorganization
process, Mark's new assignment is an important element of
Patriot's future success.  Mark will continue to be a member of
our executive team and assist Patriot with financial planning and
other aspects of the restructuring, while continuing to provide
financial expertise to all facets of the organization."

Messrs. Lushefski and Schroeder will report to the Chief Executive
Officer, and the executives formerly reporting to Mr. Schroeder
will now report to Mr. Lushefski.

Mr. Lushefski will receive an annual base salary of $575,000.  He
will be eligible for an annual performance-based cash bonus
pursuant to an incentive plan that will be subject to Bankruptcy
Court approval.  Mr. Lushefski's bonus for the 2012 calendar year
will be prorated based on the number of weeks that he is employed
in 2012.

                        About Patriot Coal

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

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

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

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

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


PATRIOT COAL: Executives Targeted by Shareholders' Suit
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Patriot Coal Corp. executives are targeted in a class
action lawsuit filed in U.S. District Court in St. Louis that
accused them of violating securities laws by issuing "false and
misleading statements concerning the company's court-ordered
environmental remediation efforts."

According to the report, the lawsuit was filed on behalf of
shareholders who purchased stock between October 2010 and July
2012, when Patriot filed for Chapter 11 reorganization.  Patriot
violated accepted accounting principles by capitalizing
environmental costs rather than treating them as expenses,
"thereby overstating the company's financial results," according
to the complaint.  Following an investigation by the U.S.
Securities and Exchange Commission, Patriot disclosed in May that
it would restate financial results for 2010 and 2011, increasing
the losses for both years, the shareholders said.

The report relates that because the suit is against Patriot
officers and directors, it wasn't automatically halted by the
company's bankruptcy.  Sometimes, companies in Chapter 11 will
call on the bankruptcy judge to stop shareholder suits, saying
they distract managers from working on the reorganization.  Aaron
Palash, a spokesman for Patriot, said the company would have no
comment on the suit.  Patriot is waiting to learn whether the
bankruptcy will remain in New York or be transferred to St. Louis
or West Virginia, where most of the coal mines are located.

According to Bloomberg Patriot's $200 million in 3.25% senior
convertible notes due in 2013 traded on Sept. 26 for 16 cents on
the dollar, according to Trace, the bond-price reporting system of
the Financial Industry Regulatory Authority.  The $250 million in
8.25% senior unsecured notes due in 2018 traded on Sept. 26 for 50
cents on the dollar.

The shareholder suit is Espinoza v. Whiting, 12-01711, U.S.
District Court, Eastern District of Missouri (St. Louis).

                        About Patriot Coal

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

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

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

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

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


PEGASUS RURAL: Gets OK to Sell 2.5 GHz Assets to Various Buyers
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Pegasus Rural Broadband LLC, et al., to sell 2.5 GHz assets of
Xanadoo, LLC, pursuant to the terms of the asset purchase
agreement; and assume and assign the executory contracts and
unexpired leases.

The Debtors related that prior to entering into each APA, the
Debtors engaged in marketing efforts and competitive sale process
in accordance with prior orders entered by the Court.

The prices for the purchased assets are in immediately available
cash or credit.

The Debtors added that in order to maximize the value of the
assets listed on Exhibit A to the Debtors' estates, it is
essential that the sale of the purchased assets occur within the
time constraints set forth in each APA.

A copy of the purchasers and APA of the 2.5GHz assets is available
for free at:

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

The assets were marketed with the help of Cantor Fitzgerald &
Company, the Debtors' investment advisor.

As reported in the Troubled Company Reporter on Aug. 24, 2012,
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the bankrupt subsidiaries of Xanadoo Co. were
authorized by the bankruptcy court Aug. 22 to sell assets in
700 megahertz spectrum to secured lenders in exchange for
$30 million in debt.

According to that report, the lenders were the stalking-horse for
the Aug. 20 auction.  The assets include 23 licenses in the 700
megahertz frequency band that were purchased in 2000 and 2001 for
$96 million.  In addition, the companies auctioned licenses they
lease in the 2.5 gigahertz spectrum.  Court records indicate that
the judge will be approving the sale of individual licenses for
prices ranging mostly between $7,500 and $11,000 each.

The report relates that the bankruptcy court previously approved
the sale of tower facilities for $3 million to Rhino
Communications Inc.  The companies filed a proposed reorganization
plan in February, predicting the sale of licenses in the 700
megahertz spectrum would pay all secured and unsecured creditors
in full, with interest.

Previously, according to the Debtors' case docket, the Court has
extended the deadline to execute asset purchase agreements for the
sale of substantially all assets of the Debtors and certain assets
of Xanadoo, LLC.

                   About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., and Jonathan
M. Stemerman, Esq., at Elliott Greenleaf, in Wilmington, Delaware,
serve as counsel to the Debtor.  NHB Advisors Inc. is their
financial advisors.  Epiq Systems, Inc., is the claims and notice
agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.

The Chapter 11 filing followed the maturity in May 2011 of almost
$60 million in secured notes owing to Beach Point Capital
Management LP.

The Court denied a motion by the secured noteholders to dismiss
the Chapter 11 case and appoint a Chapter 11 trustee.

The companies filed a proposed reorganization plan in February
predicting sale of licenses in the 700 megahertz spectrum would
pay all secured and unsecured creditors in full, with interest.
In a separate filing, the companies said the assets will be turned
over to secured lenders if there is neither a lender nor a buyer
to finance a plan.  The plan will be funded either by a new loan
or by selling the business and the assets.

No committee or trustee has been appointed in these cases.


POST PROPERTIES: S&P Raises Preferred Shares Rating to 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on Post Properties Inc. to 'BBB'
from 'BBB-'. "At the same time, we raised our rating on Post's
preferred shares to 'BB+' from 'BB'. We also revised our ratings
outlook to stable from positive. These actions affect roughly $280
million of rated debt and $43 million of rated preferred stock,"
S&P said.

"The upgrade acknowledges Post's strong operating performance and
recently strengthened credit metrics, which we believe the REIT
will sustain at current or stronger levels through future business
and development cycles," said credit analyst Eugene Nusinzon.
"Post strengthened its credit metrics during the first half of
2012 by modestly reducing leverage, reporting strong organic
growth, and refinancing maturing debt with lower-cost issuance.
The company also continued to fund its recently expanded
development pipeline predominantly with equity."

"The stable outlook reflects our expectation that Post will
continue to maintain modest leverage and strengthen its cash flow
and credit metrics from the lease-up of development projects and
organic growth, in tandem with potentially favorable debt
refinancing opportunities, over the next two years. An upgrade is
unlikely in the near-intermediate term, given the company's
increased development appetite and higher portfolio concentration
relative to larger, more diversified, higher-rated peers. At the
same time, we see limited downside risk to the ratings, given our
expectations for favorable fundamentals to continue. However,
ratings would come under pressure if the company shifts its
financial policy such that it materially deviates from our
expectations, if EBITDA declines (perhaps because of a large
development stumble) such that FCC drops below 2.5x, liquidity
becomes constrained, or coverage of all fixed charges (including
the common dividend) dips below 1.0x," S&P said.


QUICKSILVER RESOURCES: Moody's Confirms 'B2' CFR; Outlook Neg.
--------------------------------------------------------------
Moody's Investors Service confirmed the Corporate Family Rating
(CFR) at Quicksilver Resources, Inc. at B2, senior unsecured notes
ratings at B3 and subordinated notes rating at Caa1. The outlook
is negative. This action concludes the review for downgrade that
was announced on July 27, 2012.

Ratings Rationale

"Quicksilver's B2 CFR is supported by its large, proved developed
(PD) reserve base that is comparable to Ba rated E&P peers,"
stated Michael Somogyi, Moody's Vice President -- Senior Analyst.
"Quicksilver's large size and scale, however, are offset by its
persistent high debt level relative to its highly concentrated
natural gas production volumes, resulting in leverage on
production and cash flow coverage metrics that are meaningfully
weaker than E&P peers." The confirmation, in part, reflects the
company's success in amending its Combined Credit Agreement. The
amendment provides for a relaxed financial covenant as it
continues to aggressively manage capital expenditures amid the
extended low commodity price environment and accelerate strategic
initiatives to reduce debt and fund new venture projects.

Quicksilver successfully secured an amendment to the interest
coverage covenant in its credit facility and pulled forward its
fall redetermination which reset the borrowing base to $850
million, down from $1,075 billion at quarter-end June 30, 2012.
The amendment is inclusive of a downward revised interest coverage
requirement to 1.5x from 2.5x prior, where it remains through
March 2014 before stepping up to 2.0x coverage in June 2014 and
back to the original 2.5x in September 2014. Quicksilver's bank
group also added a senior secured leverage covenant of 2.5x which
takes effect in the quarter ending September 2012. Other
limitations, inclusive of restricted payments and limitations on
the incurrence of certain new debt, are subject to fall-away
provisions once the company's total debt / EBITDA is equal to or
less than 4.0x. The facility will continue to be redetermined on a
semi-annual basis, with the next scheduled review in April 2013.
As of June 30, 2012, Quicksilver had approximately $455 million
utilized under the revolver.

The expanded covenant headroom provides the company with
additional time to manage through the extended low natural gas
commodity price environment. In addition, reduced capital
expenditures over the next 6 -- 18 months and the deferral of
capital commitments in the Horn River Basin alleviate near-term
liquidity concerns. Quicksilver incurred approximately $155
million of capital expenditures in 2Q2012, bringing total capital
spending through the first six months of 2012 to $291 million. The
company is projecting to scale back capital expenditures over the
second half of 2012 as it reduces development concentrated in the
Barnett Shale and delays new development activity. Quicksilver's
full year 2012 capital spending forecast was revised down to $360
million, or $50 million less than its original $410 million
budget.

The company also entered into a cross-assignment and cross-lease
agreement with SWEPI LP, a subsidiary of Royal Dutch Shell PLC, to
jointly develop acreage in the Niobrara play in the Sand Wash
Basin of Northwest Colorado. Each party will own a 50% working
interest in approximately 330,000 net acres and have right to 50%
interest within the 850,000 acres defined under an Area of Mutual
Interest (AMI). Quicksilver will receive an equalization payment
for 50% of the acreage differential contributed in excess of SWEPI
LP. This agreement provides a source of funds while significantly
expanding the long-term development potential of this asset. In
addition, Quicksilver remains focused on additional joint venture
transactions with the objective of covering development cost
exposure on new venture projects and continues to evaluate
potential asset sales with proceeds to apply towards debt
reduction.

Quicksilver's adjusted debt level of roughly $2.1 billion as of
June 30, 2012 remains elevated stemming from prior acquisition
activity and delayed MLP launch to apply proceeds toward debt
reduction. The company's persistent high debt level relative to
declining production volumes is expected to further weaken
Quicksilver's operating profile and credit protection metrics with
debt/average daily production expected to rise to over $35,000 per
boe and retained cash flows / debt expected to fall to below 10%
by year-end 2013, based on Moody's base case price assumptions.

The negative outlook is reflective of the challenging operational
backdrop stemming from extended low natural gas prices and
Quicksilver's concentrated asset base that is heavily weighted to
natural gas production. A downgrade would be considered if
Quicksilver's liquidity profile weakens should the company fail to
execute on securing outside capital for new project developments
or RCF to debt remains below 10% for a sustained period. Given the
negative outlook, an upgrade is unlikely at this time. However,
the outlook could be stabilized depending on the success of
strategic initiatives to fund new venture projects and a proven
resolve to reduce debt.

Quicksilver has $438 million senior notes due 2015, $591 million
senior notes due 2016, and $298 million senior notes due 2019 that
are unsecured. The company also has $350 million of senior
subordinated notes due 2016. Under Moody's Loss Given Default
(LGD) Methodology, the senior notes are rated B3 and the senior
subordinated notes are rated Caa1. This notching beneath the B2
CFR reflects the relative size of the senior secured facility's
potential priority claim and the debt instruments relative
seniority in the capital structure.

The principal methodology used in rating QuickSilver 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.

Quicksilver is a publicly-traded, independent exploration and
production (E&P) company with primary operations in the Barnett
Shale in Texas. The company was founded in 1997 and is
headquartered in Fort Worth, Texas.


RADIOSHACK CORP: J. Gooch Leaves, D. Lively Named Interim CEO
-------------------------------------------------------------
RadioShack Corp.'s Board of Directors and James F. Gooch have
agreed that Mr. Gooch will step down from his positions as chief
executive officer and director of the Company, effective
immediately.

The Board of Directors is in the process of retaining an executive
search firm to assist in conducting a search for a successor.  The
Board does not intend to place any limitations on the search,
which may include internal candidates.  Dorvin Lively, the
Company's executive vice president and chief financial officer,
will assume the interim role as acting CEO, working under the
Board's oversight.

"We thank Jim for his service to the Company and wish him well in
his future endeavors," said Daniel R. Feehan, non-executive
chairman of the board for RadioShack Corp.

"I would like to thank my colleagues on the Board and everyone at
the Company for their strong support," Mr. Gooch said.  "I wish
them all great success in the future."

                          About Radioshack

RadioShack 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 TCR on Aug. 1, 2012, Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured debt
ratings on Fort Worth, Texas-based RadioShack Corp. 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 Corporation 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.


REGENCY ENERGY: Fitch Rates $500 Million Senior Notes 'BB'
----------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Regency Energy
Partners L.P.'s (RGP) proposed $500 million senior notes offering
due 2023 (senior notes).  Proceeds will be used to repay
borrowings under RGP's credit facility.  The Rating Outlook is
Stable.

RGP's ratings reflect the fixed fee nature of its operations, the
quality and diversity of its portfolio of midstream assets,
relatively high leverage, weak distribution coverage metrics and
its affiliation with its general partner Energy Transfer Equity,
LP (ETE; long-term IDR 'BB-'; Outlook Stable).  The ratings
consider that RGP is in the midst of a significant capital
spending program which will see the company spend over $1 billion
in growth cap-ex through 2013 and weigh on leverage metrics in the
near to medium term.  These growth investments are primarily
focused on fee-based or revenue-assured assets, which should help
lower RGP's exposure to changes in commodity prices.
Additionally, Fitch expects RGP's leverage metrics will improve as
it benefits from the earnings and cash flow associated with joint
venture and organic projects as they are completed and begin
operation.

Key Rating Factors

Fixed Fee Cash Flow Profile: RGP has over 80% of its gross margin
supported by fixed fee type contracts which largely insulate it
from direct changes in commodity prices.  This translates to
fairly predictable earnings and cash flow for the partnership.
Additionally, RGP tries to layer on hedges to further lower open
commodity price exposure.

Geographic and Business Segment Diversity: RGP has a diverse set
of midstream assets which allow it to offer fully integrated
midstream services to producers.  Its assets are located in and
around growing production basins that are liquids-rich and should
continue to provide significant organic growth opportunities.

High Leverage/Improving Metrics: As a result of RGP's rapid growth
over the past several years its leverage is high with
Debt/Adjusted EBITDA for the LTM period ending June 30, 2012 of
4.7 times (x) based on Fitch calculations.  Somewhat offsetting
this high leverage is lower relative commodity price exposure due
to the fixed fee focus of its business and the expectation that as
its growth projects are completed RGP's rising EBITDA will lead to
improvement in these metrics.  Based on Fitch's calculations for
Debt/Adjusted EBITDA, which excludes equity in earnings but
includes dividends from unconsolidated affiliates, Fitch expects
RGP's 2012 Debt/Adj.  EBITDA of roughly 4.6x improving to closer
to 4.1x by 2013 as growth projects are completed.

Large Capital Spending Plan: RGP has a significant capital
expenditure program, with forecasted capital spending of over $1
billion for 2012 and 2013.  RGP's large scale spending will weigh
on metrics through 2013 prior to construction being completed and
cash flows coming on line.  Fitch expects RGP to fund its spending
with a balance of debt and equity.

Tight Distribution Coverage: Fitch expects RGP's distribution
coverage to be just under 1.0x for 2012, improving to 1.1x in
2013.  Fitch prefers to see distribution coverage in excess 1.0x,
as the cash retention can provide a financial cushion in a
downturn, and help fund growth spending and or debt reduction.

Volumetric Exposure: As typical with gas processor and midstream
companies, volumetric risk can be a concern, particularly in a
declining rig count environment.  However, production and volumes
have largely held up or increased in RGP's operating basins, which
Fitch expects to continue given the gas from these areas, like the
Permian and Eagle Ford basins, tends to have a high liquids
component or is tied to oil production which should remain strong
given current NGL and oil economics.

JV/Structural Subordination: RGP is the owner of several joint
venture (JV) interests some of which have external debt.  RGP is
structurally subordinate to the cash operating and debt service
needs of these JVs and reliant on JV distributions to fund its
capital spending and its own distributions.

General Partner Relationship: While Fitch's ratings are largely
reflective of RGP's credit profile on a stand-alone basis, they do
consider the company relationship with ETE, the owner of its
general partner interest.  ETE's general partner interest gives it
significant control over the MLP's operations, including most
major strategic decisions such as investment plans, distributions,
and management of daily operations.  The relationship has also
provided opportunities that might otherwise be unavailable to RGP,
such as RGP's acquisitions of MidContinent Express Pipeline (MEP;
IDR 'BBB'; Outlook Stable) and LDH Energy Assets Holdings, from
and with another ETE affiliate, Energy Transfer Partners, LP (ETP;
IDR 'BBB-'; Outlook Negative) and its participation in its
LoneStar JV with ETP.

What Could Trigger A Rating Action

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

  -- Sustained improvement in leverage metrics;
  -- Successful execution of growth plan and continued metric
     improvements.  Fitch would likely consider a positive rating
     action as Debt/Adj.  EBITDA moves closer towards and below
     4.0x and distribution coverage remains above 1.0x, provided
     RGP's 80%+ fee based margin profile and hedging practices
     stay consistent with current practices.

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

  -- Continued large-scale capital expenditure program funded by
     higher than expected debt borrowings, with Debt/Adj. EBITDA
     above 4.8x on a sustained basis;
  -- An increase in gross margin sensitivity to changes in
     commodity prices;
  -- Significant and prolonged decline in demand/prices for NGLs,
     crude and natural gas;
  -- Aggressive growth of distributions at RGP and with continued
     distribution coverage below 1.0x.

Note: In its Master Limited Partnership analysis, Fitch typically
adjusts EBITDA to exclude nonrecurring extraordinary items, and
noncash mark-to-market earnings.  Adjusted EBITDA excludes equity
in earnings and includes dividends from unconsolidated affiliates.

Fitch currently rates RGP as follows:

  -- Long-term IDR 'BB'
  -- Senior Secured Revolver 'BB+'
  -- Senior Unsecured Notes 'BB'
  -- Series A Preferred Units 'B+'

- Senior subordinated debt at 'BB+'


REGENCY ENERGY: Moody's Rates Sr. Unsecured Notes Due 2023 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Regency Energy
Partners LP and co-issuer Regency Energy Finance Corp.'s senior
unsecured notes due 2023. Note proceeds will be used to repay
borrowings outstanding under the company's revolving credit
facility. The outlook is stable.

"The notes offering will provide liquidity to further fund
Regency's growth projects, most notably at the company's Lone Star
NGL joint venture and the expansion of Regency's midstream
infrastructure in the Eagle Ford Shale," commented Andrew Brooks,
Moody's Vice President. "While Regency's current leverage is
elevated and is expected to rise further, incremental EBITDA
generated from recent growth projects is expected to begin to
accrue in 2013, stabilizing debt leverage."

Ratings Rationale

Regency's Ba3 Corporate Family Rating (CFR) reflects its growing
size and scale, its business and geographic diversification and
increased fee-based income derived from recent expansions and
acquisitions. The ratings also recognize Regency's rapid growth
and evolving business mix profile, the execution risks associated
with its growth projects, and increased structural complexity and
elevated leverage. Growth capital spending of $775-$825 million
budgeted for 2012 could cause leverage to exceed 5x EBITDA
(including Moody's standard adjustments), although debt leverage
will likely moderate in 2013 as projects reach completion.

Given the financial constraints associated with the Master Limited
Partnership (MLP) business model, the Ba3 rating is supported by
Regency's track record of issuing equity and management's
commitment to the balanced funding of its growth. Moody's also
takes into account Regency's ownership by Energy Transfer Equity,
L.P. (ETE, Ba1 review down), a significant midstream participant,
but also one with elevated consolidated leverage that looks to
Regency to help fund its own distributions and debt service
obligations.

Regency should have adequate liquidity through 2013, which is
captured in Moody's SGL-3 Speculative Grade Liquidity (SGL)
rating. As of September 25, 2012, Regency had $695 million
borrowings outstanding under its $1.15 billion secured revolving
credit facility. The revolver expires on June 15, 2014. The next
scheduled maturity is in 2016, when $163 million in unsecured
notes mature. Regency is expected to have sufficient cushion with
regards to its three financial covenants over the next 12 months.
Debt to EBITDA is limited to 5.25x, with secured debt to EBITDA
limited to 3.0x. Minimum interest coverage is set at 2.75x on the
basis of EBITDA to cash interest.

The B1 rating on the proposed $500 million of senior notes
reflects both the overall probability of default by Regency, which
Moody's assigns a PDR of Ba3, and a loss given default of LGD4-
66%. Regency's senior unsecured notes are subordinate to its $1.15
billion senior secured revolving credit facility's potential
priority claim to the company's assets. The size of the potential
claims relative to Regency's outstanding senior unsecured notes
results in the notes being rated one notch below the Ba3 CFR under
Moody's Loss Given Default Methodology.

The stable outlook reflects Moody's expectation that increased
debt leverage will stabilize as new growth projects begin to
generate incremental EBITDA. Regency's ratings could be upgraded
presuming it successfully executes on its growth initiatives while
restoring debt to EBITDA to levels approaching 4.5x while
maintaining the source of fee-based operating margins in the 80%
range. The rating could be downgraded should peak leverage not
begin to trend down. Additionally, should the credit of ETE
materially diminish from its current Ba1 CFR, or should ETE
aggressively pressure Regency for a higher distribution payout, a
negative rating action could be considered.

The principal methodologies used in rating Regency were the Global
Midstream Energy Industry Methodology published December 1, 2010,
and the Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA, published in June 2009.

Regency Energy Partners LP is an MLP that owns a portfolio of
midstream assets in natural gas gathering and processing (G&P),
transportation, compression and treating in Texas, the Mid-
Continent, Louisiana, Arkansas, Mississippi, Alabama and
Pennsylvania.

ETE, also a publicly traded MLP, owns 100% of Regency's general
partner (GP). ETE controls Regency through its 2% GP interest ,
owns 26.2 million of Regency's common units and 100% of its
incentive distribution rights.


REGENCY ENERGY: S&P Rates $500MM Senior Unsecured Notes 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' senior
unsecured rating and '4' recovery rating on U.S. midstream energy
partnership Regency Energy Partners L.P.'s and Regency Energy
Finance Corp.'s issuance of $500 million senior unsecured notes.
The partnership will use proceeds from the notes to repay
borrowings outstanding on its revolving credit facility. The
outlook is stable.

Standard & Poor's ratings on U.S. midstream energy partnership
Regency reflect its "fair" business risk profile and "aggressive"
financial risk profile under its criteria. Some commodity price
sensitivity, a small, but growing, asset base, and a diversified
business mix with a large fee-based cash flow component
characterize the partnership's fair business risk profile.
Moderate financial leverage, an aggressive growth strategy, and
the master limited partnership (MLP) structure result in an
aggressive financial profile, in S&P's view. Energy Transfer
Equity L.P. owns the 2% general partner and 15% limited partner
interest in Regency.

"The stable rating outlook reflects our view that the
partnership's larger cash flow contribution from its pipeline
joint-venture interests should continue to lower financial
leverage through 2012," said Standard & Poor's credit analyst
William Ferara.

"In our opinion, higher ratings are possible over the longer term
if Regency maintains total adjusted debt to EBITDA at or below 4x
(partnership debt to EBITDA plus joint-venture distributions), and
increases the cash flow it receives not only from its stable
pipeline joint-venture interests but also from fee-based organic
projects at the partnership level. We could lower the rating if
the partnership's cash financial leverage approaches 4.75x and we
do not see a clear path for improvement," S&P said.


RESIDENTIAL CAPITAL: Judge Threatens Homeowner With Sanctions
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a homeowner in a contested foreclosure with an
affiliate of Residential Capital LLC was told by the bankruptcy
judge that he will be saddled with sanctions if he files any more
papers opposing retention of one of ResCap's law firms.

According to the report, in August, U.S. Bankruptcy Judge Martin
Glenn in New York authorized the mortgage-servicing unit of non-
bankrupt Ally Financial Inc. to hire Bradley Arant Boult Cummings
LLP as special litigation counsel.  A homeowner named Patrick
Hopper unsuccessfully objected, contending the firm participated
in so called robo-signing activities.

The report relates that Mr. Hopper filed two sets of papers later
in August, both asking  Mr. Glenn to remove Bradley Arant as
ResCap lawyers.  He contended that a page from his court filings
had been deleted.  Judge Glenn refused to reconsider the hiring
authorization.  He ended the five-page opinion by saying that
Hopper's last two filings were "frivolous."  Judge Glenn warned
that any further motions by Mr. Hopper about the firm "will result
in the imposition of sanctions."

The report notes that Mr. Bradley Arant had represented a ResCap
affiliate against Mr. Hopper in what Judge Glenn characterized as
a "litigious foreclosure" begun in late 2009 in Florida.
Mr. Hopper represented himself in bankruptcy court.

The Bloomberg report discloses that the $2.1 billion in third-lien
9.625% secured notes due in 2015 traded Sept. 27 for 100.25 cents
on the dollar, according to Trace, the bond-price reporting system
of the Financial Industry Regulatory Authority.  The $473.4
million of ResCap senior unsecured notes due in April 2013 traded
for 26.938 cents on the dollar, according to Trace.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or    215/945-7000).


RESIDENTIAL CAPITAL: Jr. Sec. Notes Liens Allegedly Partly Invalid
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Residential Capital LLC creditors' committee said
it found more than $1 billion in assets that aren't properly
collateral for the $2.1 billion in junior secured notes.

According to the report, the creditors' panel arranged an Oct. 24
hearing where they will ask the U.S. Bankruptcy Court in New York
for permission to sue, void parts of the noteholders' liens, and
settle.  ResCap itself can't sue because the company agreed the
liens are valid in accepting financing for the Chapter 11 case
begun in May as a prepackaged reorganization, the committee said.

The report relates that the financing required the committee to
raise formal objection to lien validity by Sept. 24.  A lawsuit
"may yield hundreds of millions of dollars for unsecured
creditors," the committee said.  Upon investigation, the committee
said it quickly noted that ResCap published a Dec. 31 balance
sheet showing $1.3 billion in collateral for the junior
noteholders.  When bankruptcy arrived, ResCap said the collateral
was actually $2.4 billion.  If the collateral were the larger
amount, the noteholders would be paid in full.

The day of bankruptcy, the third-lien 9.625% secured notes due
2015 traded for 94 cents on the dollar.  As the bankruptcy
progressed, the notes rose in price, sometimes trading above par.
On Sept. 25, they last traded at 101.25 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The $473.4 million of
ResCap senior unsecured notes due in April last traded Sept. 25
for 28.9 cents on the dollar, according to Trace.

The report notes the Committee found defects in smaller amounts of
collateral.  In addition to finding a failure to complete the
security interest in about $80 million in cash and other assets,
the committee said that the noteholders were given $350 million in
new collateral within 90 days of bankruptcy that can be voided as
a preference.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or    215/945-7000).


RESIDENTIAL CAPITAL: Third-Lien Bondholders Drop Plan Support
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that holders of third-lien Residential Capital LLC bonds
withdrew support for the reorganization plan the mortgage
servicing subsidiary of Ally Financial Inc. negotiated before
ResCap's Chapter 11 filing in May.

According to the report, the announcement about the bondholders
coincided with the official ResCap creditors' committee decision
to sue with the aim of voiding a major part of the collateral
securing the $2.1 billion in third-lien bonds.

The report relates that in the e-mailed statement disclosing
withdrawal from the plan-support agreement, Gina Proia, a
spokeswoman for Ally, said the company will move forward with the
plan.  When the bankruptcy began, ResCap said the plan was
supported by holders of a "significant amount" of the third lien
bonds.

The $2.1 billion in third-lien 9.625% secured notes due 2015 last
traded Sept. 26 for 100.75 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.  The $473.4 million of ResCap senior
unsecured notes due April 2013 last traded Sept. 26 for 27 cents
on the dollar, according to Trace.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or    215/945-7000).


RG STEEL: Seeks Exclusive Plan Filing to Jan. 26
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that RG Steel LLC, which filed for Chapter 11 relief at
the end of May and proceeded to auction off the principal plants,
for the first time is requesting an expansion of the exclusive
right to propose a reorganization plan.

According to the report, the steel producer said in a court filing
that it has "not yet analyzed in significant detail all issues
related to a potential plan filing."  RG said it is also
evaluating the pursuit of "preference and other potential causes
of action."  The bankruptcy court authorized selling the principal
facilities.  All but one of the sales has been completed, RG said
in the court filing.  The sale of the Wheeling Corrugating
division to Nucor Corp. brought in $7 million.  The plant in
Sparrows Point, Maryland fetched the highest price, $72.5 million.

The report relates that the hearing to consider granting
exclusive-filing rights until Jan. 26 will take place Oct. 16.

                           About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as it's financial
advisor.


RG STEEL: Can Hire Hilco Streambank as Broker for Assets
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
WP Steel Venture LLC, et al., to employ Hilco IP Services, LLC
doing business as Hilco Streambank as broker in connection with
the marketing of certain of the Debtors' internet protocol numbers
and other internet number resources, nunc pro tunc to Aug. 31,
2012.

Since the outset of the Chapter 11 cases, the Debtors' focus has
been to monetize their assets and maximize recoveries to
creditors.  To that end, the Debtors sought a broker to assist in
monetizing the IP Addresses.  Following arm's-length discussions,
the Debtors selected Hilco Streambank as the exclusive broker for
the IP Addresses.

Hilco IP will, among other things:

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

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

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

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

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

The Debtors and Hilco Streambank agreed to these terms:

   a. Hilco Streambank will be compensated by receiving either:

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

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

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

                          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.


RIVIERA HOLDINGS: Paul Roshetko Succeeds Larry King as CFO
----------------------------------------------------------
The Board of Directors of Riviera Holdings Corporation appointed
Paul Roshetko, age 54, as the Company's Chief Financial Officer
and Treasurer effective Sept. 24, 2012.  Mr. Roshetko was also
appointed as the Chief Financial Officer, Treasurer and Vice
President-Finance of the Company's wholly-owned subsidiary Riviera
Operating Corporation.

Mr. Roshetko fills these positions vacated by Mr. Larry King, who
separated from these positions effective on Sept. 24, 2012.  Mr.
King will stay on with the Company and its subsidiaries in an
advisory role through Oct. 20, 2012, and the Company has agreed to
compensate Mr. King through Jan. 20, 2013.

The Company will pay Mr. Roshetko an annual base salary of
$175,000 and reimburse him for his health insurance expenses.

Mr. Roshetko is a Certified Public Accountant and brings over 25
years of experience in the hospitality industry, primarily in the
area of finance and accounting.  Before joining the Company, Mr.
Roshetko was the Principal of Roshetko Consulting from October
2007, providing temporary and part-time CFO and consulting
services to a variety of clients in the hospitality and real
estate industries.  Mr. Roshetko also served as a Member of the
Official Committee of Unsecured Creditors in the Herbst Gaming
bankruptcy from April 2008 through January 2011, after having
served as the Director of Corporate Finance at Herbst Gaming, a
casino operator, between April 2007 and September 2007.  Prior to
that, Mr. Roshetko served as Executive Vice President and Division
Chief Financial Officer for MGM Resorts International, a global
hospitality company, between March 1999 and April 2007, during
which time his division grew to eight hotel/casinos.  Mr. Roshetko
also served as Vice President and Treasurer of Primadonna Resorts,
Inc., a hospitality company, from August 1996 until it was
acquired by MGM Resorts International in March 1999.  Mr. Roshetko
served as Vice President of Finance and Administration for
President Casinos, Inc., a gaming company and casino operator,
between June 1993 and June 1996.  Mr. Roshetko also served in a
variety of senior finance and accounting positions for Aztar
Corporation, a hospitality company, and its predecessor Ramada
Inc., a hospitality company, between June 1987 and June 1993.

Mr. Roshetko received a Bachelor of Science degree in Accounting
from The University of Akron in 1981, and received a Master of
Business Administration from the University of Phoenix in 1991.

                       About Riviera Holdings

Riviera Holdings Corporation, through its wholly owned subsidiary,
Riviera Operating Corporation, owns and operates the Riviera Hotel
& Casino located in Las Vegas, Nevada, which consists of a hotel
comprised of five towers with 2,075 guest rooms, including 177
suites, and which has traditional Las Vegas-style gaming,
entertainment and other amenities.

In addition, Riviera Holdings, through its wholly-owned
subsidiary, Riviera Black Hawk, Inc., owns and operates the
Riviera Black Hawk Casino, a casino in Black Hawk, Colorado and
has various non-gaming amenities, including parking, buffet-styled
restaurant, delicatessen, a casino bar and a ballroom.

Riviera Holdings together with the two affiliates filed for
Chapter 11 on July 12, 2010 in Las Vegas, Nevada (Bankr. D. Nev.
Case No. 10-22910).  Riviera Holdings estimated assets and debts
of $100 million to $500 million in its petition.  Thomas H. Fell,
Esq., at Gordon Silver, represents the Debtors in the Chapter 11
cases.  XRoads Solutions Group, LLC, is the financial and
restructuring advisor.  Garden City Group Inc. is the claims and
notice agent.

Riviera Holdings' Second Amended Joint Plan of Reorganization was
confirmed on Nov. 17, 2010.  Under the Plan, nearly $280 million
in debt will be replaced with a $50 million loan.  Creditors will
receive new stock relative to what they are owed, and holders of
current stock will receive nothing.  A total of $10 million in
working capital will come from the new owners, along with $20
million in loans to cover investments in the Las Vegas hotel.

The Plan of Reorganization became effective on Dec. 1, 2010, but
the Plan of Reorganization cannot be substantially consummated
until various regulatory and third party approvals are obtained.
The Substantial Consummation Date will be the 3rd business day
following the day the last approval is obtained.

The Company's balance sheet at June 30, 2012, showed $267.71
million in total assets, $114.87 million in total liabilities and
$152.83 million in total stockholders' equity.

                           *     *     *

In the July 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Riviera Holdings Corporation's Corporate Family and
Probability of Default ratings to Caa2 from Caa1.  The downgrade
of Riviera's Corporate Family Rating to Caa2 reflects heightened
concern on Moody's part regarding Rivera's ability to achieve
profitability over the next few years given that Riviera Las
Vegas, the company's only asset, generates negative EBITDA.

As reported by the TCR on July 5, 2011, Standard & Poor's Ratings
Services assigned its 'CCC+' corporate credit rating to Riviera
Holdings Corp.

"The 'CCC+' corporate credit rating reflects the company's high
debt leverage and vulnerable business position. Riviera operates
two properties (located in Blackhawk, Colo. and Las Vegas, Nev.)
with second-tier market positions in the highly competitive
markets," said Standard & Poor's credit analyst Michael Halchak.
"The rating also factors in the company's excess cash, which we
believe would support the company in the event of a moderate
decline in operating performance."


ROOMSTORE INC: To Put Mattress Discounters Stake On The Block
-------------------------------------------------------------
Rachel Feintzeig at Dow Jones' DBR Small Cap reports that a judge
cleared RoomStore Inc. to launch a sale process for its valuable
equity stake in bedding retailer Mattress Discounters Group LLC.

                       About RoomStore Inc.

With more than $300 million in net sales for its fiscal year
ending 2010, Richmond, Virginia-based RoomStore, Inc., was one of
the 30 largest furniture retailers in the United States.
RoomStore also offers its home furnishings through Furniture.com,
a provider of Internet-based sales opportunities for regional
furniture retailers.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  At the time of the filing, the Company operated a chain
of 64 retail furniture stores, including both large-format stores
and clearance centers in eight states: Pennsylvania, Maryland,
Virginia, North Carolina, South Carolina, Florida, Alabama, and
Texas.  It also had five warehouses and distribution centers
located in Maryland, North Carolina, and Texas that service the
Retail Stores.

RoomStore also owns 65% of Mattress Discounters Group LLC, which
operates 80 mattress stores (as of Nov. 30, 2011) in the states of
Delaware, Maryland and Virginia and in the District of Columbia.
RoomStore acquired the MDG stake after MDG's second bankruptcy in
2008.  MDG sought Chapter 11 relief on Sept. 10, 2008 (Bankr. D.
Md. Case Nos. 08-21642 and 08-21644). It filed the first Chapter
11 bankruptcy on Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330),
and emerged on March 14, 2003.

Judge Douglas O. Tice, Jr., presides over RoomStore's case.
Lawyers at Lowenstein Sandler PC serve as the Debtor's bankruptcy
counsel.  Kaplan & Frank, PLC, serves as local counsel.  FTI
Consulting, Inc., serves as the Debtor's financial advisors and
consultants. American Legal Claims Services, LLC, serves as its
notice and claims agent. Lucy L. Thomson of Alexandria, Virginia,
was appointed as consumer privacy ombudsman.

RoomStore filed a plan of liquidation in June 2012 that provides
for the sale of inventory and remaining assets to generate
sufficient cash to pay secured and unsecured creditors in full.

RoomStore's balance sheet at Nov. 30, 2011, showed $59.57 million
in total assets, $57.75 million in total liabilities, and
stockholders' equity of $1.82 million. The Debtor disclosed
$44,624,007 in assets and $34,746,919 in liabilities as of the
Chapter 11 filing. The petition was signed by Stephen Girodano,
president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.  The Creditors
Committee tapped Hunton & Williams LLP as its counsel.


SALON MEDIA: Sells "The Well" Assets to Well Group for $400,000
---------------------------------------------------------------
Salon Media Group, Inc., on Sept. 20, 2012, entered into an Asset
Sale Agreement with The Well Group, Inc., pursuant to which the
Company sold to Well Group and Well Group purchased from the
Company, for a purchase price of approximately $400,000, those
assets of the Company related to "The Well," an online discussion
forum, including, without limitation (i) the domain name
"well.com" and all associated URLs, (ii) certain contracts and
agreements with certain third parties, including member agreements
and (iii) other property and materials as are required to operate
the Business as a going concern.

The transaction contemplated by the Agreement was consummated
later the same day.

                         About Salon Media

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.

The Company reported a net loss of $4.09 million for the
year ended March 31, 2012, a net loss of $2.58 million for fiscal
2011, and a net loss of $4.86 million for fiscal year 2010.

The Company's balance sheet at March 31, 2012, showed
$1.55 million in total assets, $14.34 million in total liabilities
and a $12.78 million total stockholders' deficit.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended March 31, 2012.  The
independent auditors noted that the Company has suffered recurring
losses and negative cash flows from operations and has an
accumulated deficit of $112.5 million at March 31, 2012, which
raise substantial doubt about the Company's ability to continue as
a going concern.


SANDS CASTLES: Meeting of Creditors Scheduled for Oct. 9
--------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
in Sands Castles Ventures, L.L.C.'s Chapter 11 case on Oct. 9,
2012, at 10 a.m.  The meeting will be held at Houston, 515 Rusk
Suite 3401.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Any individual or entity has until Jan. 7, 2013, to file proofs of
claim against the Debtor.

                   About Sands Castles Ventures

Sands Castles Ventures, L.L.C., filed a Chapter 11 petition
(Bankr. S.D. Tex. Case No. 12-36465) on Aug. 31, 2012, estimating
at least $100 million in assets and liabilities.  Judge David R.
Jones presides over the case.  The Law Offices of Peggy J. Lantz,
Esq., serves as the Debtor's counsel.  The Debtor disclosed
$514,809 in assets and $211,347 in liabilities as of the Chapter
11 filing.  The petition was signed by Ronald C. Sands, president.


SANDS CASTLES: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Sands Castles Ventures, L.L.C., filed with the U.S. Bankruptcy
Court Southern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                  $400,000
  B. Personal Property              $114,809
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                  $200,227
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $1,500
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                            $9,620
                                 -----------      -----------
        TOTAL                       $514,809         $211,347

A copy of the schedules is available for free at
http://bankrupt.com/misc/SANDS_CASTLES_sal.pdf

                   About Sands Castles Ventures

Sands Castles Ventures, L.L.C., filed a Chapter 11 petition
(Bankr. S.D. Tex. Case No. 12-36465) on Aug. 31, 2012, estimating
at least $100 million in assets and liabilities.  Judge David R.
Jones presides over the case.  The Law Offices of Peggy J. Lantz,
Esq., serves as the Debtor's counsel.  The petition was signed by
Ronald C. Sands, president.


SANDS CASTLES: Taps Peggy J. Lantz as Bankruptcy Attorney
---------------------------------------------------------
Sands Castle Ventures, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Texas for permission to employ Peggy J. Lantz
as attorney under a general retainer.

Peggy J. Lantz charges an hourly fee of $250.

To the best of the Debtor's knowledge, Ms. Lantz has no connection
with the Debtor, the creditors or any other party in interest,
their respective attorneys and accountants, the U.S. Trustee or
any person employed in the office of the U.S. Trustee.

                   About Sands Castles Ventures

Sands Castles Ventures, L.L.C., filed a Chapter 11 petition
(Bankr. S.D. Tex. Case No. 12-36465) on Aug. 31, 2012, estimating
at least $100 million in assets and liabilities.  Judge David R.
Jones presides over the case.  The Law Offices of Peggy J. Lantz,
Esq., serves as the Debtor's counsel.  The Debtor disclosed
$514,809 in assets and $211,347 in liabilities as of the Chapter
11 filing.  The petition was signed by Ronald C. Sands, president.


SANDS CASTLES: Wants to Hire Jayson & Frisby as Accountant
----------------------------------------------------------
Sands Castle Ventures, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Texas for permission to employ Michael P.
Jayson, C.P.A. and the accounting firm Jayson & Frisby, as an
accountant.

Jayson & Frisby will, among other things:

   a. aid the Debtor in preparing the Debtor's schedules and
      statement of affairs or amendments thereto;

   b. aid the Debtor in preparing the Debtor's initial Debtor's
      conference materials; and

   c. aid the Debtor in reviewing the books and records of the
      Debtor and maintaining and improving their integrity.

The hourly rate charged by Mr. Jayson and his associates are:

         Mr. Jayson               $225
         Associates               $125

To the best of Debtor's knowledge Mr. Jayson represents no
interest adverse to the Debtor or to the estate in matters upon
which he is to be engaged for Debtor.

                   About Sands Castles Ventures

Sands Castles Ventures, L.L.C., filed a Chapter 11 petition
(Bankr. S.D. Tex. Case No. 12-36465) on Aug. 31, 2012, estimating
at least $100 million in assets and liabilities.  Judge David R.
Jones presides over the case.  The Law Offices of Peggy J. Lantz,
Esq., serves as the Debtor's counsel.  The Debtor disclosed
$514,809 in assets and $211,347 in liabilities as of the Chapter
11 filing.  The petition was signed by Ronald C. Sands, president.


SEALY MATTRESS: Moody's Reviews 'B2' CFR/PDR for Upgrade
--------------------------------------------------------
Moody's Investors Service placed Sealy's ratings on review for
upgrade following its announcement on Sept. 27 that it agreed to
be acquired by Tempur-Pedic (unrated) in a deal valued at
approximately $1.3 billion. The SGL-2 Speculative Grade Liquidity
rating remains unchanged, but could change if and when a
transaction is agreed to and the financial profile of the post
transaction company becomes clearer.

The company said that the transaction, which is subject to
customary closing conditions, including regulatory approvals, is
expected to close during the first half of 2013. Stockholders
holding approximately 51% of Sealy's outstanding common stock have
executed a written consent approving the transaction.

"Although Tempur-Pedic is not currently rated, we think Tempur has
a stronger credit profile than Sealy based on its stronger credit
metrics, better growth opportunities and sole focus on specialty
mattresses, which are the fastest growing segment of the mattress
industry," said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service. Prior to the transaction, Moody's estimates
that Tempur's EBITA to revenue was in the mid 20% range and debt
to EBITDA was around 1.5 times. This compares to Sealy's EBITA
margins of around 8% and debt to EBITDA of almost 7 times. "The
combined company will have pro forma EBITA margins of around 16%
and debt to EBITDA of about 4 times, excluding transaction costs
and possible synergies," said Mr. Cassidy. "In addition to
potential cost and revenue synergies, we think the transaction
makes strategic sense because it broadens the product offering
across all price points for the combined company, notably in the
specialty/premium brands and it also enables the combined entity
to capture the pent up demand we think is building in the mid-tier
brands," Mr. Cassidy noted.

The following ratings were placed on review for upgrade:

Corporate Family Rating at B2;

Probability of Default Rating at B2;

$350 million senior secured notes (about $270 million
outstanding) due 2016 at Ba3 (LGD 2, 23% - assessment not on
review, but subject to change);

$390 million senior subordinated notes (about $270 million
outstanding) due 2014 at Caa1 (LGD 5, 85% - assessment not on
review, but subject to change);

"The review will focus on the terms of the proposed transaction,
the capital structure and expected financial policies," noted
Cassidy.

Ratings Rationale

Sealy's B2 Corporate Family Rating had reflected its volatility in
revenue, earnings and cash flow and the continuing weakness in
middle income discretionary consumer spending -- a key driver of
the company's volumes. Earnings are sluggish due to increased
competition, more advertising costs for new brand launches, high
raw material costs and weak consumer demand for mid-price-point
mattresses. Prior to being placed on review, credit metrics were
likely to remain soft over the near term, but should have improved
in 2013 because of debt repayments and modest earnings
enhancements. Sealy's strong market position and brand names, and
the mattress industry's historically strong fundamentals, had
anchored the rating.

The principal methodologies used in Sealy's rating were Global
Consumer Durables 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.

Sealy Mattress Company, a wholly-owned subsidiary of Sealy
Corporation, is headquartered in Trinity, North Carolina. Net
sales for the year ended August 2012 approximated $1.3 billion.


SEALY CORP: S&P Puts 'B' CCR on Watch on Tempur-Pedic Acquisition
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings on
Sealy Corp. and its subsidiary, including the 'B' corporate credit
rating, on CreditWatch with positive implications, meaning S&P
could raise or affirm the ratings following the completion of its
review.

As of Aug. 26, 2012, Sealy Corp. had $760.5 million of reported
debt outstanding.

"The CreditWatch placement follows the announcement by Tempur-
Pedic International Inc. that it has made an offer to acquire
Sealy Corp. and Sealy has accepted, in a deal valued at about $1.3
billion," S&P said.

"We believe the transaction will strengthen Sealy's credit profile
through a stronger combined business risk profile and improved
credit measures," said Standard & Poor's credit analyst Rick Joy.
"The combination of the two companies will create a $2.7 billion
global bedding manufacturer, with a leading market share of the
fast growing U.S. specialty bedding segment."

"Currently Standard & Poor's view Sealy's business risk profile as
'weak' and its financial profile as 'highly leveraged.' We
estimate that total adjusted leverage for the 12 months ended Aug.
26, 2012, was about 6.4x, and is currently in the range of
indicative ratios for a highly leveraged financial risk profile,
which includes leverage of more than 5x. Following this
transaction, we estimate that pro forma leverage for the combined
company could be around 4x, closer to indicative ratios for an
'aggressive' financial risk profile," S&P said.

"We will resolve the CreditWatch listing when more information
regarding the transaction and related financing becomes available.
We will then assess the company's financial policy and the impact
of the company's new capital structure on existing ratings," S&P
said.


SGS INT'L: S&P Cuts Corp. Credit Rating to 'B' Over Onex Deal
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on SGS International Inc. to 'B' from 'B+' and removed all
ratings from CreditWatch, where it was placed with negative
implications on Sept. 5, 2012, following the company's
announcement that it has signed a definite agreement to be
acquired by private-equity investor Onex Partners. The outlook is
stable.

"At the same time, we assigned a 'B' corporate credit rating to
holding company Southern Graphics Inc. The outlook is stable," S&P
said.

"We also assigned Southern Graphics' proposed $450 million first-
lien credit facilities our issue-level rating of 'B' (at the same
level as our 'B' corporate credit rating on the companies). The
recovery rating on this debt is '3', indicating our expectation of
meaningful (50% to 70%) recovery for lenders in the event of a
payment default. The proposed facility will consist of a $75
million revolving credit facility due 2017 and a $375 million term
loan due 2019," S&P said.

"Simultaneously, we assigned Southern Graphics' proposed $200
million unsecured notes due 2020 our issue-level rating of 'CCC+'
(two notches lower than our 'B' corporate credit rating on the
company). The recovery rating on this debt is '6', indicating our
expectation of negligible (0% to 10%) recovery for lenders in the
event of a payment default. SGS plans to use the aggregate debt
proceeds, along with $277 million of common equity, including new
equity contributed by Onex Partners and $12 million to $15 million
from management, to finance the $813 million acquisition price and
pay for fees and expenses," S&P said.

"The downgrade reflects Standard & Poor's view that higher debt
and interest expense associated with Onex's acquisition of SGS
will weaken the company's financial profile, and increase lease-
adjusted pro forma debt leverage to the high-6x area," said
Standard & Poor's credit analyst Hal Diamond.

"We expect the transaction to close in October 2012. The 'B'
rating on Southern Graphics Inc. reflects our expectation that its
financial profile will be 'highly leveraged' because of its
private-equity ownership and substantial leverage. We regard SGS's
business profile as 'weak', because of its niche market position
as a vertically-integrated provider of packaging-graphics services
to branded consumer products companies, retailers, and the
printers that service them, and its vulnerability to pricing
pressure," S&P said.

"The stable outlook reflects the company's consistent operating
performance and our belief that debt leverage will gradually
moderate over the next few years. We could lower the rating if
operating performance deteriorates, causing discretionary cash
flow to significantly decrease; EBITDA coverage of interest falls
below 1.5x; and the margin of compliance with the net senior
leverage covenant drops below 10%. This could occur if the
company's revenue decreases at a mid-single-digit percent rate,
and EBITDA falls roughly 15%. We could consider raising the rating
over the intermediate term if we believe the company will be able
to reduce and maintain lease-adjusted leverage below 5.5x, and is
able to demonstrate consistently good organic revenue and EBITDA
growth," S&P said.


SINCLAIR BROADCAST: Hikes JPMorgan Term Loan to $500 Million
------------------------------------------------------------
Sinclair Television Group, Inc., a wholly-owned subsidiary of
Sinclair Broadcast Group, Inc., on Sept. 20, 2012, entered into an
amendment of its fourth amended and restated credit agreement with
JPMorgan Chase Bank, N.A., as administrative agent, the guarantors
party thereto, and the lenders party thereto.

The Amendment, among other things, increased the incremental term
loan capacity from $300 million to $500 million and provided the
Company with increased television station acquisition capacity,
more flexibility under the other restrictive covenants and
prepayments of the existing term loans.  There were no changes
pertaining to interest rates or maturities of the indebtedness
under the Bank Credit Agreement.

The Bank Credit Agreement continues to contain certain restrictive
covenants.

STG's obligations under the Bank Credit Agreement remain (i)
jointly and severally guaranteed by the Guarantors, which include
the Company and certain subsidiaries of the Company and (ii)
secured by a first-priority lien on substantially all of the
tangible and intangible assets of STG and the subsidiaries of STG
and the Company that are Guarantors and, with respect to the
Company, the capital stock of certain of its directly owned
subsidiaries.

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

                       http://is.gd/qzTmN1

                     About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company said in the Form 10-Q for the quarter ended March 31,
2012, that any insolvency or bankruptcy proceeding relating to
Cunningham, one of its LMA partners, would cause a default and
potential acceleration under a Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of the Company's
seven LMAs with Cunningham, which would negatively affect the
Company's financial condition and results of operations.

The Company's balance sheet at June 30, 2012, showed $2.16 billion
in total assets, $2.22 billion in total liabilities and a $66.28
million total deficit.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, Inc.,
including the Corporate Family Rating and Probability-of-Default
Rating, each to Ba3 from B1, and the ratings for individual debt
instruments.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.


SINCLAIR BROADCAST: S&P Gives 'B' Rating on $500MM Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned Sinclair Television
Group Inc.'s proposed $500 million senior notes due 2022 its 'B'
issue-level rating with a recovery rating of '6', indicating S&P's
expectation of negligible (0% to 10%) recovery for noteholders in
the event of a payment default.

"In addition, we revised our recovery rating on the company's
9.25% senior secured second-lien notes due 2017 to '2' (70% to 90%
recovery expectation) from '4' (30% to 50% recovery expectation).
At the same time, we raised our issue-level rating on this debt to
'BB'--one notch higher than our 'BB-' corporate credit rating on
the company--from 'BB-'. This recovery rating revision results
from the increased valuation for Sinclair, pro forma for the
Newport station acquisition," S&P said.

"Finally, we affirmed all other ratings on parent Sinclair
Broadcast Group Inc., including our 'BB-' corporate credit rating.
The outlook is stable," S&P said.

"Standard & Poor's Ratings Services' rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. reflects our
expectation that, pro forma for the Four Points, Freedom TV, and
Newport TV station acquisitions, Sinclair will be able to keep
debt to average-trailing-eight-quarter EBITDA below 5.5x, absent a
reversal of economic growth, further large debt-financed
acquisitions, or significant shareholder-favoring measures," said
Standard & Poor's credit analyst Naveen Sarma.

"Our rating on Sinclair also reflects our assessment of its
business risk profile as 'fair' and its financial risk profile as
'aggressive,' according to our criteria. We view Sinclair's
business risk profile as fair because of its strong EBITDA margin
and its position as the top revenue earner among the pure-play TV
station groups that we rate. Factors in our assessment of the
financial risk profile as aggressive include its still-elevated
debt-to-EBITDA ratio and a history of debt-financed acquisitions
and investment in non-TV assets. Sinclair's debt to average
trailing-eight-quarter EBITDA of 5.6x as of June 30, 2012, and
funds from operations to debt of 10% are expected to be in line
with our financial-risk indicative ratios of 4x to 5x and 12% to
20%, respectively, for an aggressive financial risk profile," S&P
said.


SINCLAIR TELEVISION: Moody's Rates $500MM Sr. Unsecured Notes B2
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating and LGD5 -- 83%
assessment to Sinclair Television Group, Inc.'s ("STG") proposed
$500 million senior unsecured notes. The proposed notes are being
issued primarily to purchase six television stations from Newport
Television ($412.5 million), the assets of Bay Television, Inc.
($40 million), KBTV in Port Arthur, TX ($14 million), and WUTD in
Baltimore, MD ($2.7 million). Moody's upgraded the rating on STG's
9.25% 2nd lien notes due 2018 to Ba3, LGD4 -- 51% from B1, LGD5 --
71% due to the increased cushion provided by the new senior
unsecured notes. In addition, Moody's affirmed Sinclair Broadcast
Group, Inc's ("Sinclair") Ba3 Corporate Family Rating (CFR), Ba3
Probability of Default (PDR) Rating and related debt instrument
ratings. LGD point estimates were updated to reflect the new debt
mix. The SGL -- 2 Speculative Grade Liquidity (SGL) Rating was
affirmed and the outlook remains stable.

Assigned:

  Issuer: Sinclair Television Group, Inc.

   NEW $500 million Sr Unsecured Notes (10 year maturity):
   Assigned B2, LGD5 -- 83%

Upgraded:

  Issuer: Sinclair Television Group, Inc.

   $500 million 9.25% 2nd lien sr secured notes due 2017:
   Upgraded to Ba3, LGD4 -- 51% from B1, LGD5 -- 71%

Affirmed:

  Issuer: Sinclair Television Group, Inc.

   1st lien sr secured revolver due 2016 ($97.5 million
   commitment): Affirmed Ba1, LGD2 -- 16% (from LGD2 -- 24%)

   1st lien sr secured term loan A due 2016 ($268 million
   outstanding): Affirmed Ba1, LGD2 -- 16% (from LGD2 -- 24%)

   1st lien sr secured term loan B due 2016 ($591 million
   outstanding): Affirmed Ba1, LGD2 -- 16% (from LGD2 -- 24%)

   8.375% convertible sr notes due 2018 ($238 million
   outstanding): Affirmed B2, LGD5 -- 83% (from LGD6 -- 93%)

  Issuer: Sinclair Broadcast Group, Inc.

   Corporate Family Rating: Affirmed Ba3

   Probability of Default Rating: Affirmed Ba3

   4.875% convertible sr notes due 2018 (less than $6 million
   outstanding): Affirmed B2, LGD6 -- 97% (from LGD6 -- 96%)

   Speculative Grade Liquidity Rating: Affirmed SGL -- 2

Outlook Actions:

  Issuer: Sinclair Broadcast Group, Inc.

Outlook is Stable.

Ratings Rationale

Sinclair's Ba3 Corporate Family Rating reflects moderately high
leverage with a 2-year average debt-to-EBITDA ratio of less than
5.50x estimated for September 30, 2012 (including Moody's standard
adjustments) and pro forma for the pending acquisitions of Newport
stations and other announced properties. The pending transactions
represent Sinclair's continued investment to expand the company's
footprint currently reaching 26% of U.S. households while further
diversifying revenues by geographic market and network
affiliations. Ratings incorporate strong demand for political
advertising during election years, most recently resulting in
markedly higher EBITDA growth for Sinclair through the end of
2012. Moody's expects 2-year average leverage ratios to approach
5.0x over the next 12 months with run-rate EBITDA margins greater
than 35% (including Moody's standard adjustments) generated by the
company's sizable and diverse television station group. Moody's
believes total revenues will decline in 2013, on a same store
basis, due to the absence of significant political ad spending
only partially offset by low single-digit growth in core ad
revenues and expected increases in retransmission fees. Ratings
incorporate Moody's expectation that the company will achieve most
of its planned acquisition synergies for Newport stations soon
after the transaction closes having successfully assimilated Four
Points Media (acquired January 2012) and Freedom stations
(acquired April 2012). Moody's believes Sinclair will continue to
generate mid-single digit free cash flow-to-debt ratios and apply
free cash flow to reduce debt balances, in the absence of
additional acquisitions. Ratings reflect moderately high financial
risk, the inherent cyclicality of the broadcast television
business, and increasing media fragmentation. The SGL-2 liquidity
rating incorporates Moody's expectations that the company will
maintain good liquidity and continue to fund quarterly dividends
from excess cash.

The stable outlook reflects Moody's expectations that core
revenues will grow in the low single digit percentage range over
the rating horizon with additional increases in retransmission
fees, but the absence of significant political ad demand in 2013
will result in total revenue declines. The outlook incorporates
the proposed $500 million increase in debt balances to fund
pending station purchases. Moody's expects Sinclair will continue
to reduce debt balances as cash is generated from operations,
absent additional acquisitions. Ratings could be downgraded if 2-
year average debt-to-EBITDA ratios are sustained above 5.50x
(incorporating Moody's standard adjustments) or if distributions,
share repurchases or deterioration in operating performance
results in free cash flow-to-debt ratios falling below 4%. Ratings
could also be downgraded if liquidity deteriorates due to
dividends, share buybacks, debt financed acquisitions, or
decreased EBITDA cushion to financial covenants. Ratings could be
upgraded if Sinclair's 2-year average debt-to-EBITDA ratios are
sustained comfortably below 4.25x with good liquidity including
free cash flow-to-debt ratios in the high single-digit range.
Management will also need to show a commitment to financial
policies consistent with the higher rating.

Recent Events

In July 2012, Sinclair announced its agreement to purchase the
broadcast assets of six television stations and the rights for two
LMA's collectively owned or operated by Newport Television for
$412.5 million. The transaction is expected to close near the end
of 2012, subject to FCC approval. Also in July, Sinclair entered
into an agreement to purchase the assets of Bay Television, Inc.,
which owns WTTA-TV (MyTV) in the Tampa/St. Petersburg, FL market,
for $40 million, or less than a 7x buyer multiple. Bay Television,
Inc. is majority owned by the Smith family and required a fairness
opinion. The transaction received FCC approval and closing is
expected in the fourth quarter of 2012. In August 2012, Sinclair
agreed to purchase KBTV (FOX) located in Port Arthur, TX for $14
million and exercised its option to purchase WUTB (MNT) in
Baltimore, MD for $2.7 million, each subject to FCC approval.
Sinclair intends to assign the rights to purchase these two
licenses to Deerfield Media, Inc., and Sinclair expects to provide
sales and other non-programming services pursuant to shared
services and joint sales agreements.

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

Sinclair Broadcast Group, Inc., headquartered in Hunt Valley, MD,
and founded in 1986, is a television broadcaster, operating 74
stations in 45 markets primarily through Sinclair Television
Group, Inc. The station group reaches approximately 26% of U.S.
television households and includes FOX, ABC, MyTV, CW, CBS, NBC,
and Azteca affiliates. Through the 12 months ending June 30, 2012,
reported revenue totaled $871 million.


SOUTH LAKES: Proposes to Sell Livestock and Hire Auctioneer
-----------------------------------------------------------
South Lakes Dairy Farm asks the U.S. Bankruptcy Court for the
Eastern District of California for authority to (i) employ A&M
Livestock Auction, Inc., as auctioneer; (ii) sell livestock at
auction; and (iii) to pay the auctioneer fees and expenses.

The Debtor seeks authorization to sell about 1249 heifer calves
located on two calf ranches, which sale will be conducted by A&M.
Proceeds will be used to pay the livestock services liens,
estimated at $702,764, held by the calf ranches and costs of sale
with the remaining proceeds to be paid to Wells Fargo Bank, to be
applied to the secured debt (about $16.47 million) held by the
bank.

The date for the auction sale is Oct. 3, 2012.

The auctioneer will receive a 4% commission on the gross proceeds
of the sale of the Liquidation Calves.  The auctioneer will also
receive $1.00 per head for yardage, $2.05 per head for brand
inspection and beef promotion, and actual costs for vet fees and
feed charges as an expense reimbursement.

The auctioneer will be responsible for collecting and paying all
sales tax in relation to the sale of the Liquidation Calves; and
will bear the cost of all ordinary expenses incidental to an
auction sale, including security, advertising, hauling, and other
costs of sale.

The Debtor believes that A&M and Nick Martella, an owner and
operator of A&M, are "disinterested persons" within the meaning of
Sec. 101(124) of the Bankruptcy Code.

                      About South Lakes Dairy

South Lakes Dairy Farm is a California partnership engaged in the
dairy cattle4 and milking business.  The partnership 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.

Bankruptcy Judge W. Richard Lee presides over the case.  Jacob L.
Eaton, Esq., at Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, in Bakersfield, Calif., represents the Debtor as
counsel.


SPECIALTY SEAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Specialty Seal Group, Inc.
        1001 Lloyd Avenue Ext.
        Latrobe, PA 15650

Bankruptcy Case No.: 12-24789

Chapter 11 Petition Date: September 26, 2012

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Judith K. Fitzgerald

Debtor's Counsel: Donald R. Calaiaro, Esq.
                  CALAIARO & CORBETT, P.C.
                  310 Grant Street, Suite 1105
                  Pittsburgh, PA 15219-2230
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858
                  E-mail: dcalaiaro@calaiarocorbett.com

Estimated Assets: $100,001 to $500,000

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Jay Renton, president.


SPIRIT FINANCE: Macquarie Discloses 8.2% Equity Stake
-----------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Macquarie Group Limited and Macquarie Group (US)
Holdings No. 1 Pty, Limited, disclosed that as of Sept. 25, 2012,
they beneficially own 6,568,255 shares of common stock of Spirit
Realty Capital, Inc., formerly Spirit Finance Corp., representing
8.2% based on 80,501,515 shares of Common Stock outstanding on
Sept. 25, 2012.  A copy of the filing is available for free at:

                        http://is.gd/uEZPEl

                       About Spirit Finance

Spirit Finance Corporation, headquartered in Phoenix, Arizona, is
a REIT that acquires single-tenant, operationally essential real
estate throughout United States to be leased on a long-term,
triple-net basis to retail, distribution and service-oriented
companies.

                           *     *     *

As reported by the TCR on Feb. 16, 2012, Standard & Poor's Ratings
Services affirmed its 'CCC+' corporate credit rating on Spirit
Finance Corp and the Company's 'CCC+' issue-level rating on the
company's term loan.

In the Sept. 15, 2011, edition of the TCR, Moody's Investors
Service affirmed the corporate family rating of Spirit Finance
Corporation at Caa1.

"This rating action reflects Spirit's consistent compliance with
its term loan covenants throughout the downturn (despite
relatively thin cushion at certain times), as well as the recent
debt paydown which, in Moody's view, will help Spirit remain in
compliance within the stated covenant limits going forward."


TANDEM TRANSPORT: Oct. 4 Final Hearing on Emergency Financing Set
-----------------------------------------------------------------
In a second interim order dated Sept. 21, 2012, the U.S.
Bankruptcy Court for the Northern District of Indiana approved the
Stipulation and Agreement between Tandem Transport Corp., as
Borrower, Consolidated Transport Systems, Inc., Tandem Investment
Corporation, and Tandem Eastern, Inc., as Guarantor Debtors, and
Marquette Transportation Finance, Inc., as Lender, regarding the
emergency emotion of Tandem Transport to incur debt and borrow
funds from the Lender.

As of the Petition Debt, Tandem Transport owed Marquette
$3,115,640, plus costs and expenses.  The Guarantor Debtors
guaranteed the Debtor's obligation to Lender under the Pre-
Petition Documents.

Any objection to the Second Interim Order must be filed no later
than Sept. 28, 2012.  A final hearing on the Stipulation is
scheduled for Oct. 4, 2012, at 3:15 p.m.  The Second Interim Order
expires on the date of the Final Hearing, unless the Second
Interim Order is expressly extended by order of the Court.

Pursuant to the Stipulation, the maximum aggregate outstanding
principal amount of Pre-Petition Indebtedness and the Post-
Petition Indebtedness authorized to be borrowed will be
$4,750,000.

Subject to Permitted Liens in Prepetition Collateral, the Post-
Petition Indebtedness will be secured by a first priority security
interest in the Post-Petition Collateral.

The Joint Debtors will use funds borrowed under the Stipulation
only to pay ordinary course of business expenses and to replenish
working capital expended in accordance with the budgets.

                          Federal Use Tax

The Bankruptcy Court has continued the objection deadline and
final hearing on the Debtors' emergency motion for limited
authority to use cash collateral for payment of payroll and
federal use tax, to Sept. 28, 2012, and Oct. 4, 2012, at 3:15
p.m., respectively, so that these dates track the objection
deadline and final hearing dates tentatively scheduled for the
Debtors' emergency motion for interim and final orders authorizing
Post-Petition Financing from Marquette.

                   About Consolidated Transport,
                      Tandem Transport et al.

Michigan City, Indiana-based trucking company Consolidated
Transport Systems, Inc., filed a Chapter 11 petition (Bankr. N.D.
Ind. Case No. 12-32940) on Aug. 16, 2012.  Walter G & Carolyn Bay
owns 87.3% of the privately held Debtor.

Tandem Transport Corp., and two affiliates Transport Investment
Corporation, and Tandem Eastern, Inc., sought Chapter 11
protection (Bankr. N.D. Ind. Case Nos. 12-33135 to 12-33137) on
Aug. 31, 2012.

The Companies and their predecessors have provided for-hire
freight services throughout the United States since 1945.  The
largest portion (75%) of the Companies' business consists of
hauling building materials, with the balance consisting of
transporting steel (20%) and other miscellaneous freight such as
stone, salt, and machinery (5%).  The bulk of the Companies' loads
are received and delivered east of the Mississippi River, although
they have general commodities authority for the lower 48 states.
The Companies have intrastate authority for the states of Georgia,
Illinois, Indiana, Kentucky, Michigan, Missouri, North Carolina,
Ohio, Tennessee and Texas.

The Companies operate as a combined enterprise.  Consolidated owns
the fleet of roughly 275 tractors and 330 trailers.  It also
employs office staff of 66 employees.  The corporate headquarters
is located in Michigan City, Indiana while their executive office
is located in St. Louis, Michigan.  Transport is the operating
company which provides logistics to customers and also brokers
freight.  Eastern employs 246 drivers, while Investment employs 10
mechanics.

Consolidated initiated its chapter 11 proceeding to prevent any
actions by equipment lenders such as repossession of equipment
that would threaten the Companies' operations and viability while
they restructure their respective operations.  Transport,
Investment and Eastern filed their chapter 11 proceedings to give
them the necessary breathing room provided by the Bankruptcy Code,
as well as a single forum to allow them to effectively restructure
their operations.

Consolidated and Tandem each estimated $10 million to $50 million
in assets and liabilities.  Transport Investment estimated less
than $50,000 in assets and up to $50 million in liabilities.  Two
other entities that filed are Transport Investment Corporation and
Tandem Eastern, Inc.

Judge Harry C. Dees, Jr. presides over the cases.  Jeffrey J.
Graham, Esq., and Jerald I. Ancel, Esq., at Taft Stettinius &
Hollister LLP, serve as the Debtors' counsel.  The petition was
signed by Jeffrey T. Gross, president.


TANDUS FLOORING: Moody's to Withdraw Ratings After Acquisition
--------------------------------------------------------------
Moody's Investors Service said that the September 28, 2012
announcement that Tarkett Enterprises has entered a definitive
agreement to acquire Tandus Flooring, Inc. does not affect Tandus'
existing ratings. Moody's will withdraw all of the company's
ratings at the close of the transaction.

As reported by the Troubled Company Reporter-Europe on June 12,
2012, Moody's Investors Service upgraded Tandus Flooring, Inc.'s
Corporate Family Rating ("CFR") to B1 from B2, affirmed the B2
rating on its senior secured term loan, and revised the rating
outlook to stable from positive. The upgrade reflects debt
reduction and expectations for continued improvement in operating
performance.

Upgraded:

  Issuer: Tandus Flooring, Inc.

   Corporate Family Rating, to B1 from B2
   Probability of Default Rating, to B1 from B2

Affirmed:

  Senior secured term loan due May 2014 to B2 (LGD4, 61%) from B2
  (LGD4, 57%)

  Outlook, stable (revised from positive)

Tandus is a leading manufacturer of commercial floor covering
products, including hybrid resilient sheet flooring, modular
carpet tile and high-style broadloom carpets. The company is a
wholly-owned subsidiary of Tandus Group, Inc, whose capital stock
was majority owned by funds managed by Oaktree Capital Management,
LLC, through the OCM Principal Opportunities Fund II, L.P. and
BancAmerica Capital Investors II, L.P. prior to the acquisition by
Tarkett Enterprises.


TELX GROUP: Moody's Affirms 'B3' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service has affirmed Telx Group, Inc.'s B3
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) following the company's announcement of a $35 million add-on
to the existing $328 million term loan due September 2017. The
incremental term loan proceeds will be used to repay part of the
unsecured notes and for general corporate purposes. Given the
increased mix of secured debt in the capital structure after the
paydown of the unsecured debt, Moody's has decreased the loss-
given default (LGD) assessment on the B1-rated senior secured
facilities to LGD3-31% from LGD2-29%. Following the debt paydown,
the company will have approximately $166 million unsecured notes
outstanding, which Moody's does not rate. The re-pricing of the
credit facilities and the refinancing of the 12% unsecured debt
with lower priced bank debt will result in modestly lower cash
interest expense.

Rating Actions:

Issuer: Telx Group Inc.

  Revisions:

    US$60M Senior Secured Revolver, Downgraded to a range of
    LGD3, 31 % from a range of LGD2, 29 %

    Senior Secured Term Loan, Downgraded to a range of LGD3, 31 %
    from a range of LGD2, 29 %

Ratings Rationale

Telx's B3 rating reflects its small scale and high leverage and
Moody's concern regarding the company's near term negative free
cash flow which is the result of its high capital intensity. These
limiting factors are offset by Telx's stable base of contracted
recurring revenues, its strategic real estate holdings in key
communications hubs, the strong market demand for colocation
services and the improved competitive dynamics from recent
industry consolidation.

Moody's rates the senior secured term loan and revolving credit
facility B1, two notches above the CFR due to its priority claim
on assets and the loss protection provided by the remaining $166
million unrated unsecured notes. However, if the company decides
to continue to pay down the unsecured notes with secured debt, the
B1 instrument ratings on the senior secured facilities would come
under pressure and possibly converge towards the CFR.

Moody's expects Telx will maintain good liquidity over the next
twelve months supported by over $50 million of cash on hand
following the close of the deal and an undrawn upsized $60 million
revolver. Moody's expects the company to continue to be cash flow
negative into 2013, although only modestly, due to the high
capital intensity. The company's cash on hand and revolver
capacity is enough to meet the projected capital expenditure
program and other cash needs over the next 12-18 months.

The stable outlook reflects Moody's expectation that strong
industry demand will continue to result in revenue growth, higher
space utilization and higher EBITDA over the next 12-18 months.

Moody's could raise Telx's ratings if the company transitioned to
sustainable positive free cash flow, or if leverage were to trend
below 6x on a sustainable basis amidst stable operations and
adequate liquidity. The ratings could be lowered if liquidity were
to become strained, if industry pricing were to deteriorate due to
competitive pressure or if the company were to increase leverage.

The principal methodology used in rating Telx Group, Inc. was the
Global Communications Infrastructure Industry Methodology
published in June 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Headquartered in New York, NY, Telx Group, Inc. is a provider of
network-neutral, global interconnection and colocation services.
As of June 2012, the company operates 17 interconnection and
colocation facilities in multiple regions across the United
States.


TELX GROUP: S&P Affirms 'B-' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on New York City-based data center operator The Telx
Group Inc. The outlook is stable.

"At the same time, we affirmed our 'B' issue-level rating on the
company's senior secured credit facilities. The '2' recovery
rating remains unchanged and indicates our expectation for
substantial (70% to 90%) recovery for debtholders in the event of
a default," S&P said.

"The affirmations follow the company's announcement that it plans
to add $35 million to its existing term loan due September 2017,
bringing the current total to $364 million. At the same time, it
is seeking to increase borrowing availability on its revolving
credit facility to $60 million from $50 million. We expect it will
use the proceeds to repay approximately $17.5 of its 12% senior
unsecured notes due 2019 and for general corporate purposes," S&P
said.

"The proposed transactions do not affect our financial risk
assessment of the company as 'highly leveraged,'" said Standard &
Poor's credit analyst Michael Altberg, "as we expect adjusted
leverage to increase only 0.1x pro forma for the increased debt
financings to 11.1x based on last-12-month EBITDA as of June 30,
2012. We still expect some reduction of leverage through EBITDA
growth but do not expect this measure to decline below 8.0x until
at least 2014."

"The ratings on Telx are constrained by the high leverage and our
assumption that free operating cash flow (FOCF) will not turn
positive on a sustained basis until 2013 at the earliest due to
expansion-related investments. We have revised our business risk
profile assessment for Telx to 'fair' from 'weak,' given our view
of the relative stickiness of the business model and healthy
intermediate-term growth prospects. Business risk factors include
its highly competitive environment, especially in the nine urban
areas where it operates, as well as its limited scale compared
with other data center providers, and a degree of revenue
concentration among its largest facilities. Partially tempering
these risk factors are the good growth prospects of the data
center industry, the relative stickiness of Telx's business model
providing interconnection services within strategically located
facilities, and good revenue predictability reflecting multiyear
contracts and low revenue churn compared to peers," S&P said.

"Our stable rating outlook reflects our expectation that the
company will have sufficient liquidity until FOCF turns positive,
which we do not anticipate until 2013 at the earliest, given the
company's significant capital expansion plans. This expectation,
along with continued elevated leverage, most likely precludes an
upgrade in the near term. Longer term, we could consider an
upgrade if our base-case scenario included leveraged declining
substantially to the 6x or 7x range, particularly if accompanied
by continued growth, increased diversity, and continued low
revenue churn," S&P said.

"Conversely, we could lower the rating if the competitive
environment resulted in a shift in supply and demand dynamics,
such that monthly revenue churn or pricing markedly worsens, if
this began to put pressure on the company's adequate liquidity.
For example, we could lower the rating if the company was to
severely miss its revenue growth expectations or fail to improve
utilization in newly expanded facilities, in conjunction with
ongoing substantial cash outlays, negative FOCF, and substantial
revolver usage," S&P said.


THERMON INDUSTRIES: S&P Raises Corporate Credit Rating to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised the ratings on San
Marcos, Texas-based Thermon Industries Inc., including the
corporate credit rating, one notch to 'BB-' from 'B+'. "We also
removed the ratings from CreditWatch where we placed them with
positive implications on Sept. 21, 2012. The outlook is stable,"
S&P said.

"We raised the rating on Thermon's $210 million senior secured
notes to 'BB-' (the same as the corporate credit rating). The
recovery rating remains '3', indicating our expectation that
lenders would receive meaningful (50% to 70%) recovery in a
payment default scenario," S&P said.

"The upgrade reflects our view that the private equity sponsors'
smaller stake of the company will result in less aggressive
financial policies," said Standard & Poor's credit analyst Sarah
Wyeth. "We believe that the company will maintain credit measures
that are consistent with the 'BB-' rating, including total debt to
EBITDA of about 4x."

The ratings reflect Thermon's "weak" business risk profile, which
includes limited product and end market diversity, and
"aggressive" financial risk profile. "We expect the company to
benefit from stable global demand for Thermon's products from
industrial and energy end markets. We also expect the company to
maintain an operating margin (before depreciation and amortization
[D&A]) of at least 20%. This should result in debt to EBITDA of
about 2x, better than the approximately 4x we consider appropriate
for the rating. Our fiscal 2013 forecast assumes good demand for
Thermon's products and services in oil, gas, power and chemical
markets, resulting in high-single-digit growth in revenue. The
company should be able to reduce inventory now that its new
manufacturing facility is complete. This, in addition to modest
capital expenditures, should result in free cash flow generation
of about $40 million."

"We expect Thermon to maintain a leading position in the roughly
$1 billion market for industrial electric heat-tracing products
and services. Heat tracing is the external application of heat to
pipes, tanks, and instrumentation to maintain a certain
temperature of the fluid or gas being processed. The company is
likely to continue to manufacture heat-tracing cables and assemble
ancillary components, representing minimal product diversity. It
also is likely to continue to provide design and engineering
services; turnkey solutions; and maintenance, repair, and overhaul
services to heat-tracing systems. Thermon has limited end-market
diversity. About two-thirds of its revenues come from the oil and
gas industry. Other end markets include chemical, power, and
commercial," S&P said.

"We believe Thermon's revenues will continue to be tied to the
cyclical capital expenditures of customers in these markets. The
industrial electric heat-tracing industry is concentrated, with
the top two players making up a large portion of the market.
Thermon competes with larger, well-capitalized Tyco International
Ltd. (A-/Stable/A-2), which has the most extensive installed base
globally and is likely to keep its top position in the market. The
integral nature of Thermon's recurring maintenance services for a
facility's operation partly offsets these risks. This, along with
the relatively small portion of total facility expense that a
heat-tracing system makes up, insulates the company somewhat from
end-market cyclicality," S&P said.

"Global energy demands should enable Thermon to maintain its good
geographic diversity. Currently more than half of its revenues
come from outside of the U.S. Increased energy exploration in
arctic climates, such as northern Canada and Russia, could benefit
the company. Thermon's cost structure is somewhat flexible,
allowing it to maintain an operating margin of approximately 20%
through the recent recession. We expect the company to maintain an
operating margin greater than 20% over the next couple of years,"
S&P said.

S&P considers Thermon's financial risk profile "aggressive." "The
company used part of the proceeds from its 2011 IPO to reduce
debt. This, in addition to good operating performance, has
resulted in the ratio of total debt (including operating leases)
to EBITDA decreasing to 1.7x and funds from operations (FFO)
increasing to 34% of debt as of June 30, 2012. For the ratings, we
expect total debt to EBITDA of about 4x and FFO to total debt of
about 20%. We expect the company to make acquisitions using
accumulated cash and incremental debt, which could result in
leverage returning to more than 4x. In April 2010, Code Hennessy &
Simmons LLC (CHS) acquired Thermon, partly with $210 million in
senior secured notes. CHS and its affiliates now own about 20% of
the company," S&P said.

"The outlook is stable. Our expectation of stability in most of
Thermon's end markets and the company's debt reduction support the
ratings. We could lower the ratings if a cyclical downturn in
Thermon's end markets resulted in fewer heat-tracing projects and
weak operating performance. For example, declining exploration in
harsh climates could lower earnings, resulting in FFO to debt of
less than 15%. We could also lower the ratings if the company
pursues a more aggressive financial policy than we expect. For
instance, if the company pursues debt-funded acquisitions that
result in leverage above 4x for an extended period, we could lower
the ratings. The company's weak business profile limits the
prospect of an upgrade," S&P said.


TOWN OF MAMMOTH LAKES: Wants to Settle with MLLA, Case Dismissed
----------------------------------------------------------------
The town of Mammoth Lakes, California asks the U.S. Bankruptcy
Court for the Eastern District of California to enter an order:

   i) granting relief from the automatic stay to permit the Town
      and Mammoth Lakes Land Acquisition, LLC to jointly seek, and
      the Superior Court of Mono County to enter, amendments to
      that certain writ of mandate, entered by the Superior Court
      of Mono County on March 23, 2012, commanding the Town to
      satisfy that certain judgment in favor of MLLA in full, in
      strict accordance with the terms of that certain Settlement
      Agreement, dated as of Sept. 20, 2012; and

  ii) dismissing the Chapter 9 case without further motion by the
      Town or hearing in the Court, immediately on the filing of a
      certificate by the Town with the Court indicating that the
      Amended MLLA Writ has been entered by the Superior Court of
      Mono County and has become final, by and through the
      entrance by the Court of an order dismissing the case.

According to the Debtor, relief will allow the Town to amicably
resolve numerous significant creditor issues, and will provide for
the Town's prompt exit from bankruptcy while avoiding the
significant cost, delay, risk, and distraction of extensive
eligibility and plan confirmation litigation.

                        About Mammoth Lakes

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

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




TRAINOR GLASS: Exclusive Plan Filing Period Extended to Nov. 9
--------------------------------------------------------------
The U.S. Bankruptcy court for the Northern District of Illinois
has further extended Trainor Glass Company's exclusive periods to
file a plan and to solicit acceptances of a filed plan until
Nov. 9, 2012, and Jan. 8, 2013, respectively.

As reported in the TCR on Sept. 18, 2012, the Debtor has been
liquidating its assets with the authorization of the Court.
Substantially all of the Debtor's physical assets have now been
liquidated.

The Debtor has been working closely with the Official Committee of
Unsecured Creditors and its secured lender, First Midwest Bank, to
discuss the structure of a plan.

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRINET HR: Moody's Assigns 'B1' CFR; Rates Sr. Secured Debt 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned ratings to the debt of TriNet
HR Corporation -- Corporate Family (CFR) and senior secured
ratings at B1, and the Probability of Default Rating (PDR) at B2.
The proceeds of the new debt will be used to finance TriNet's
acquisition of SOI Holdings, Inc. The rating outlook is stable.
This is the first time Moody's has assigned a rating to TriNet's
debt.

Ratings Rationale

The B1 CFR reflects Moody's expectation for deleveraging from the
combination of debt reduction and profit growth, to produce debt
to EBITDA (Moody's standard adjustments) below 4x by the end of
2013. TriNet's scale in the Professional Employer Outsourcing
("PEO") industry is relatively small, and the industry is
fragmented and is characterized by relatively low entry barriers.
Further, TriNet's contracts are relatively short term and, as
Trinet focuses on the small and medium size business segment ('SMB
market'), there is considerable turnover in its customer base.
TriNet does have a record of generating free cash flow recently,
and Moody's expects an operating margin to exceed 22%. Yet the
high customer churn, and the exposure as the co-employer of their
customer's employees introduces the potential for some volatility
in cash flow over time. Further, the proposed acquisition of SOI
will introduce integration risks, particularly because SOI
operates in a different segment of the SMB market than TriNet,
TriNet offers its customers scale economies in purchasing
insurance and in regulatory compliance, which provides TriNet and
others in the PEO industry with a compelling value proposition.

The stable outlook reflects Moody's expectation that TriNet will
rapidly delever through outright debt reduction combined with
EBITDA growth such that Moody's expects debt to EBITDA (Moody's
standard adjustments) to decline to below 4x by the end of 2013.
The ratings could be upgraded if Moody's expects TriNet to
increase market share as evidenced by organic revenue growth
exceeding industry revenue growth and there is evidence that
TriNet's service is differentiated from its key competitors.
Furthermore, Moody's would expect absolute debt reduction of at
least 15% per year in addition to EBITDA growth. The rating could
be downgraded if Moody's expects that client attrition will remain
above 20%, or TriNet experiences absolute declines in revenues or
EBITDA, or TriNet fails to reduce debt, such that Moody's expects
that debt to EBITDA (Moody's standard adjustments) will remain
above 4x.

Assignments:

  Issuer: TriNet HR Corporation

     Probability of Default Rating, Assigned B2

     Corporate Family Rating, Assigned B1

     Senior Secured Bank Credit Facility, B1, (LGD3, 33)

Outlook: Stable

TriNet, based in San Leandro, California, is professional employer
organization ("PEO"), which provides outsourced human resource
functions, including payroll, benefits acquisition, and regulatory
compliance management to small and mid-sized businesses.

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


TRINET HR: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' preliminary
corporate credit rating to San Leandro, Calif.-based TriNet HR
Corp. The outlook is stable.

"We also assigned our preliminary 'B+' issue-level rating to the
company's proposed $350 million five to six year senior secured
debt. The facility consists of a $50 million five-year revolving
credit facility, $125 million five-year term loan A, and $175
million six-year term loan B. The preliminary recovery rating on
this debt is '2', indicating our expectation for substantial (70%
to 90%) recovery in the event of a payment default. The ratings
are subject to review upon receipt of final information," S&P
said.

"Our preliminary ratings on TriNet reflect the company's increased
leveraged capital structure, its ownership by a financial sponsor,
and historic strategy of growing via acquisitions. The ratings
also reflect the company's narrow product focus in the highly
competitive and fragmented outsourced human resource services
industry that could be susceptible to weak economic conditions,
and its limited geographic diversity," S&P said.

"Standard & Poor's estimate TriNet's pro forma adjusted debt-to-
EBITDA leverage increases to about 3.3x after the transaction,
from less than 1x at June 30, 2012. We estimate adjusted leverage
and the ratio of funds from operations (FFO) to total adjusted
debt will be near 3x and 25%, respectively, over the next year.
Over the same period, we project interest coverage to be over 6x,"
S&P said.

"The stable outlook reflects our view that TriNet should be able
to maintain credit measures near current pro forma levels over the
next year, despite still-soft economic conditions and high
unemployment," S&P said.

"We believe the company's recurring revenue base will partially
offset the weak macroeconomic conditions in the U.S. and that it
will be successful integrating the SOI acquisition," said Standard
& Poor's credit analyst Jacqueline Hui.


TRUTH FOR LIVING: Case Summary & 7 Unsecured Creditors
------------------------------------------------------
Debtor: Truth For Living Ministries, Inc.
        a Florida non-profit corporation
        159 Clark Road
        Jacksonville, FL 32218

Bankruptcy Case No.: 12-06300

Chapter 11 Petition Date: September 26, 2012

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

Judge: Paul M. Glenn

Debtor's Counsel: Brett A. Mearkle, Esq.
                  LAW OFFICE OF BRETT A. MEARKLE
                  8777 San Jose Blvd., Suite 801
                  Jacksonville, FL 32217
                  Tel: (904) 352-1342
                  Fax: (904) 352-1814
                  E-mail: bmearkle@mearklelaw.com

Scheduled Assets: $2,781,086

Scheduled Liabilities: $2,738,035

A copy of the Company's list of its seven largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/flmb12-06300.pdf

The petition was signed by Dr. Leonard D. Love, senior pastor and
president.


TW TELECOM: Moody's Rates $400-Mil. Senior Unsecured Notes 'B1'
---------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to the proposed
$400 million senior unsecured notes due 2022 to be issued by tw
telecom holdings inc. ("TWTH"), an indirect wholly-owned
subsidiary of tw telecom inc. ("TWTC" or the "company"). As part
of this rating action, Moody's also downgraded the rating on the
8% senior unsecured notes at TWTH to B1 (LGD-5, 71%) from Ba3
(LGD-4, 58%). Moody's also affirmed TWTC's Corporate Family Rating
(CFR) and Probability of Default Rating (PDR), both at Ba3, the
SGL-1 Speculative Grade Liquidity Rating as well as the Baa3
ratings on the existing credit facilities at TWTH. The rating
outlook is stable.

New issue proceeds are expected to be used to pre-fund the cash
conversion obligation for the 2.375% senior convertible debentures
(approximately $374 million outstanding) to the extent holders
elect to convert the debentures and the company chooses to settle
the conversion obligation in cash. Proceeds may also be used to
redeem the obligation when it becomes callable in April 2013 if
any portion of the obligation has not converted. Since the
refinance transaction is neutral to TWTC's credit profile, the
company's CFR, PDR and SGL remain unchanged. However, to reflect
the expected change in the composition of the capital structure
over the next twelve months as a result of this financing, which
increases senior unsecured debt at TWTH and eliminates the
structurally subordinated convertible debt at TWTC, TWTH's senior
notes will now absorb a higher proportion of losses in a
distressed scenario under Moody's Loss Given Default Methodology,
and were downgraded to B1.

Ratings Assigned:

  Issuer: tw telecom holdings inc.

   $400 Million Senior Unsecured Notes due 2022 -- B1 (LGD-5,
   71%)

Ratings Downgraded:

  Issuer: tw telecom holdings inc.

   $430 Million 8% Senior Unsecured Notes due March 2018 to B1
   (LGD-5, 71%) from Ba3 (LGD-4, 58%)

Ratings Affirmed:

  Issuer: tw telecom inc.

   Corporate Family Rating -- Ba3

   Probability of Default -- Ba3

   Speculative Grade Liquidity - SGL-1

   $374 Million 2.375% Senior Unsecured Convertible Debentures
   due April 2026 -- B2 (LGD-5, 89%)

  Issuer: tw telecom holdings inc.

   $80 Million Senior Secured Revolving Credit Facility due
   December 2014 -- Baa3, LGD assessment revised to (LGD-2, 15%)

   $474 Million Senior Secured Term Loan B due December 2016 -
   Baa3, LGD assessment revised to (LGD-2, 15%)

Ratings Rationale

TWTC's Ba3 Corporate Family Rating reflects the company's
successful track record of revenue growth and operational
execution, while recognizing the challenging position as a
competitive communications provider. Moody's expects TWTC to
operate at adjusted debt to EBITDA leverage in the range of 2.5x
to 2.8x (incorporating Moody's standard adjustments) over the next
12 to 18 months, with moderate free cash flow generation, given
that the business remains highly capital intensive. Debt repayment
will be limited by TWTC's plans to utilize free cash flow to
repurchase shares.

Despite elevated levels of capital spending and relatively high
leverage, the company's strong operating performance driven by
consistent revenue growth in the enterprise segment and strong
margins due to TWTC's significant fiber infrastructure, are credit
positives for the ratings. TWTC's results reinforce its
differentiated business model that relies on a fiber-rich network
with direct connections to major customers, eliminating the need
to rely on incumbent carriers for a critical portion of its last
mile connections. TWTC continues to have success targeting its
medium-to-large enterprise customers rather than small-to-medium
sized business (SMB) customers, and the company's stake is built
on near-nationwide operating scale in 75 markets in the US.

In rating TWTC's debt instruments, Moody's has taken a forward
look with respect to the composition and specific levels of debt
at the company's various legal entities. TWTC is a first-tier
parent holding company and debt issued at this entity does not
benefit from upstream operating company guarantees, making it
structurally subordinated to the debt residing at TWTH. Given that
proceeds from this financing will be used to retire the entire
tranche of the TWTC convertible obligation (the most junior debt
in the capital structure), the one-notch downgrade to B1 (LGD-5,
71%) on the existing TWTH senior notes reflects the greater loss
absorption that this class of debt will now sustain relative to
the reduced liabilities at TWTC in a distressed scenario under
Moody's Loss Given Default Methodology.

Rating Outlook

The stable rating outlook reflects Moody's expectations that
despite the sluggish economic environment, TWTC's EBITDA will
continue to grow. Moody's also believes the company will continue
to effectively manage cash spending. Given that the cash proceeds
from this debt financing could remain on TWTC's balance sheet
until April 2013 when the convertible debt is expected to be
called, Moody's expects TWTC's total debt to EBITDA (incorporating
Moody's standard adjustments) will temporarily increase to roughly
3.5x before returning to a range of 2.5x to 2.8x by year end 2013.

What Could Change the Rating - UP

An upgrade is unlikely until Moody's believes the operating
pressure on competitive telecom providers will be alleviated over
a sustained period. However, upward rating pressure could develop
if earnings growth leads to stronger free cash flow generation
such that TWTC's free cash flow exceeds 10% of its total adjusted
debt, and the company's leverage, as measured by total debt to
EBITDA on a Moody's adjusted basis, is expected to be maintained
below 2.5x.

What Could Change the Rating - DOWN

The rating and/or outlook is likely to come under pressure if
TWTC's operating performance deteriorates due to increasing
competition, changes in the regulatory environment or persistent
weakness in the economic environment beyond Moody's current
expectations, such that free cash flow turns negative or leverage
cannot be maintained below 3.5x total debt to EBITDA (Moody's
adjusted). Additionally, if continuous stock repurchases deplete
cash balances, ratings could be pressured.

The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's. Upon full redemption of the
2.375% senior convertible debentures due 2026 Moody's will
withdraw the ratings.

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

With head offices in Littleton, Colorado, tw telecom inc. is a
competitive communications provider. The company provides managed
network services, Internet access, virtual private network, voice
and data services, and network security to enterprise
organizations and communications services companies throughout the
US. TWTC's footprint extends to 75 of the top 100 markets in the
US. Revenue for the twelve months ended June 30, 2012 totaled
approximately $1.4 billion.


TW TELECOM: S&P Gives 'BB-' Rating on $400-Mil. Senior Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '4' recovery rating to TW Telecom Holdings Inc.'s
proposed $400 million of senior notes due 2022. "The '4' recovery
rating indicates our expectation for average (30%-50%) recovery in
the event of payment default. At the same time, we revised the
recovery rating on TW Telecom Holdings' existing senior unsecured
debt to '4' from '3' given the increased amount of unsecured debt
at that entity, which reduces recovery prospects in a default
scenario. The 'BB-' rating on that debt remains unchanged," S&P
said.

"We expect the company to use net proceeds to refinance its $374
million of convertible debentures on or after April 2013 as well
as settle a portion of the conversion premium to the extent that
holders of the convertible debt elect to convert," S&P said.

"The corporate credit rating on Littleton, Colo.-based parent
company TW Telecom Inc. is 'BB-' and remains unchanged, as does
the positive outlook. TW Telecom is a competitive local exchange
carrier (CLEC). Pro forma operating lease-adjusted leverage is
moderate, at about 3.2x, and we believe the company has good
prospects to reduce leverage toward 3x in 2013, which would
support an upgrade. There is no change to our financial risk
assessment of the company," S&P said.

The ratings on TW Telecom continue to reflect a "fair" business
risk profile and "significant" financial risk profile. Key
business risk factors include intense competitive pressures from
larger and better capitalized incumbent telephone companies,
primarily Verizon Communications Inc. and AT&T Inc., in an
industry characterized by pricing pressure. Other business risk
factors are the company's high capital spending requirements and a
long sales cycle associated with selling to larger business
customers. These factors somewhat overshadow TW Telecom's well-
established network with direct ownership of many customer
connections (as opposed to a pure leased access model), a good
niche as a provider of telecommunications services to large- and
midsized-enterprise customers, some revenue stability from
multiyear contracts, and potential revenue growth from new
products and services.

S&P's base-case scenario incorporates some of these assumptions:

-- Revenue grows in the 6%-7% range in 2012 and 2013, reflecting
    increased penetration of existing buildings, and upselling
    customers to new Internet protocol (IP) based products and
    services.

-- Customer churn remains at currently low levels, contributing
    to S&P's revenue growth forecast.

-- EBITDA margin remains in the mid- to high-30% area over the
    next couple of years.

-- Debt to EBITDA including S&P's adjustments approaches 3x in
    2013.

-- The company generates at least $60 million of free operating
    cash flow (FOCF) in 2012 and $70 million in 2013, which is
    modestly lower than S&P's prior expectations given the
    increased level of interest expense associated with the new
    debt.
"If the company successfully issues the proposed $400 million of
notes, we would revise our assessment of the company's liquidity
to 'strong' from 'adequate,' given our view that it will have
sufficient cash to maintain at least a 1.5x coverage of uses,
including the likely redemption of the convertible debt," S&P
said.

RATINGS LIST

TW Telecom Inc.
Corporate Credit Rating              BB-/Positive/--

New Ratings
TW Telecom Holdings Inc.
$400 mil. senior nts due 2022        BB-
   Recovery Rating                    4

Ratings Remain Unchanged; Recovery Rating Revised
                                      To              From
TW Telecom Holdings Inc.
Senior Unsecured                     BB-             BB-
   Recovery Rating                    4               3


UNIVERSAL HEALTH: Credit Amendment No Impact on Moody's Ba2 CFR
---------------------------------------------------------------
Moody's Investors Service stated that the recently completed
amendment to Universal Health Services, Inc.'s (UHS) credit
agreement is a credit positive. However, the amendment, including
the upsizing of the term loan A commitment to $900 million from
the originally proposed $500 million, does not affect UHS' Ba2
Corporate Family and Probability of Default Ratings or stable
rating outlook.

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

Universal Health Services, Inc., headquartered in King of Prussia,
Pennsylvania, owned and operated 25 acute care hospitals and 194
behavioral health centers located in 36 states, Washington, D.C.,
Puerto Rico and the U.S. Virgin Islands as of June 30, 2012.
Services provided by the hospitals include general and specialty
surgery, internal medicine, obstetrics, emergency room care,
radiology, oncology, diagnostic care, coronary care, pediatric
services, pharmacy services and behavioral health services.
Universal Health recognized approximately $7.6 billion of revenue
before the provision for doubtful accounts for the twelve months
ended June 30, 2012.


US FIDELIS: Founder Given Eight Years in Prison
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Darain Atkinson, who founded US Fidelis Inc. along
with brother Cory Atkinson, was given an eight-year prison
sentence by a U.S. district judge in St. Louis on Sept. 25.  His
sentence is more than twice as long as his brother's 40-month term
that was meted out last week.

According to the report, Darain Atkinson pleaded guilty in April.
The brothers previously gave up most of their assets in settlement
of a civil lawsuit where they and others were sued for $101
million claimed to be "wrongfully and improperly appropriated"
from the company.

The criminal case is U.S. v. Atkinson, 12-cr-00122, U.S. District
Court, Eastern District of Missouri (St. Louis).

                         About US Fidelis

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  It stopped writing new business in December 2009.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Mo. Case No. 10-41902) on March 1, 2010.  Brian T. Fenimore,
Esq., Crystanna V. Cox, Esq., James Moloney, Esq, at Lathrop &
Gage L.C., in Kansas City, Mo.; and Laura Toledo, Esq., at Lathrop
& Gage, in Clayton, Mo., advise the Debtor.  GCG, Inc., is the
consumer claims and noticing agent.

Allison E. Graves, Esq., Brian Wade Hockett, Esq., and David A.
Warfield, Esq., at Thompson Coburn LLP, in St. Louis, Mo.,
represent the Official Unsecured Creditors Committee.

The Company scheduled assets of $74.4 million and liabilities of
$25.8 million as of the petition date.


VIASAT INC: Moody's Rates $300-Mil. Add-On Notes Issue 'B1'
-----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to ViaSat, Inc.'s
new $300 million add-on notes issue (the reference security is the
company's $275 million 6.875% senior unsecured notes due June 15,
2020). The company's Ba3 corporate family and probability of
default ratings (CFR and PDR respectively) remain unchanged as
does its SGL-3 speculative grade liquidity rating (adequate
liquidity). The ratings outlook is also unchanged at negative.

Proceeds from the new issue will be used to repay the company's
$275 million senior unsecured notes due September 15, 2016. With a
significant proportion of the notes' proceeds being used to repay
debt and the balance being used to pay fees and expenses and for
general corporate purposes, the new issue has no affect on
ViaSat's credit profile and the new notes are rated at the same B1
level as the company's existing senior unsecured notes (see
listing below).

The following summarizes ViaSat's ratings and the actions.

Rating and Outlook Actions:

Assignment:

    Senior Unsecured Regular Bond/Debenture, assigned B1
    (LGD4, 67%)

  Issuer: ViaSat, Inc.

    Corporate Family Rating, unchanged at Ba3

    Probability of Default Rating, unchanged at Ba3

    Speculative Grade Liquidity Rating, unchanged at SGL-3

    Senior Unsecured Regular Bond/Debenture, unchanged at B1,
    with the loss given default assessment revised to LGD4, 67%
    from LGD4, 69%

    Outlook, unchanged at Negative

Ratings Rationale

ViaSat's Ba3 CFR and PRD are based on the company's position as a
leading provider of secure, satellite-based, Internet protocol
communications devices and a growing position as a leader in
providing satellite-based Internet services. Legacy businesses
provide a relatively stable cash flow stream and the satellite
Internet business provides potentially significant cash flow
upside. However, softness in core business activities together
with accelerated satellite investment activities are likely to
leave the company in a cash flow deficit for some time. As well,
with the take-up rate from ViaSat-1 and related satellite-based
Internet services' cash generation being uncertain for both
technical and commercial reasons, there is the potential of Debt-
to-EBITDA leverage remaining above 3x for a prolonged period.
These factors cause the ratings outlook to be negative and results
in ViaSat's liquidity rating being positioned at the SGL-3
(adequate) level.

Rating Outlook

ViaSat's ratings outlook is negative given the potential that
ongoing softness in core government and commercial services
operations will not provide sufficient cash flow with which to
cross-subsidize significant investments in a satellite fleet whose
technical capabilities and related commercial exploitability are
unproven.

What Could Change the Rating - UP

While positive ratings migration is not anticipated until ViaSat-1
is able to generate meaningful EBITDA, its technical capabilities
and economic exploitability proven, consideration for positive
ratings actions could occur in the event Moody's expects
Debt/EBITDA to be sustained comfortably below 2x, and the company
has access to ample liquidity. However, as Moody's expects ViaSat
to construct and launch additional satellites, it is unlikely that
the rating will progress beyond Ba3 for some time.

What Could Change the Rating - DOWN

A combination of weak technical/financial returns for ViaSat-1,
softness in legacy businesses and a prolonged periods of negative
free cash flow are the likely catalysts for adverse ratings
actions. These would likely involve liquidity issues and
Debt/EBITDA being expected to exceed 3.0x for a sustained period
of time.

The principal methodology used in rating ViaSat was the Global
Communications Equipment Industry Methodology published in June
2008. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


VIASAT INC: S&P Keeps 'B+' Corp. Credit Rating; Outlook Stable
--------------------------------------------------------------
Standard & Poor's said satellite provider ViaSat Inc.'s ratings
remain unchanged following its announced proposed $300 million
tack-on to its existing $275 million of 6.875% senior unsecured
notes due 2020. "The company intends to use the proceeds to repay
its $275 million of 8.875% notes, with the remainder to be used
for general corporate purposes. Our other ratings on ViaSat,
including its 'B+' corporate credit rating and stable outlook and
the 'B+' issue level rating on its unsecured notes, remain
unchanged," S&P said.

RATINGS LIST

ViaSat Inc.
Corporate Credit Rating               B+/Stable/--
Senior Unsecured
  $575 mil. 6.875% nts due 2020        B+
    Recovery Rating                    4

WaveDivision Holdings, LLC

    Affirmed B2 Corporate Family Rating

    Affirmed B2 Probability of Default Rating

    Senior Secured Bank Credit Facility, Affirmed B1, LGD
    adjusted to LGD3, 32% from B1, LGD3, 33%

    8.125% Senior Unsecured Bonds, Affirmed Caa1, LGD5, 86%

Ratings Rationale

On a pro forma basis for the acquisition of Wave by Oak Hill
Capital Partners, GI Partners and Wave management (expected to
close by the end of 2012), the acquisition of Broadstripe assets
in Seattle (closed January 2012) and the proposed Black Rock
acquisition, Moody's estimates leverage of approximately 7 times
debt-to-EBITDA, compared to just under 7 times prior to the Black
Rock acquisition. However, Moody's does not expect the leverage or
free cash flow profile to change materially over the next year
compared to prior expectations.

Moody's believes the Black Rock acquisition will help the company
expand its commercial business and is in line with the growth
focus of the company and its sponsor owners. Black Rock provides
dark fiber to enterprise and carrier customers within Wave's
territory, and Moody's forecasts modest cost synergies and more
meaningful revenue synergies as Wave sells its existing commercial
services to Black Rock customers. Moody's believes Black Rock has
higher EBITDA margins than Wave but also greater capital
intensity, so the acquisition could modestly boost EBITDA margins
over time, but is unlikely to materially improve free cash flow.

Wave's high financial leverage (approximately 7 times debt-to-
EBITDA) poses risk for a small company in the intensely
competitive pay television industry. However, Moody's expects the
good liquidity profile to enable incremental growth investment,
facilitating a decline in leverage primarily through EBITDA
growth, recognizing the company's track record of leverage
reduction. Video penetration of about 26% is well below rated
incumbent peers, but this relatively weaker penetration reflects a
lower starting point more so than erosion of video subscribers in
excess of peers. Wave's high quality, fiber rich network supports
the potential for continued cash flow growth from the high speed
data product and the commercial business, as well as asset value.
The private equity ownership creates event risk, though Moody's
expects the company to focus on value appreciation through growth
rather than distributions to the sponsors over the next several
years.

The stable outlook incorporates expectations for Wave to generate
modestly positive free cash flow, to maintain adequate or better
liquidity, and for leverage to trend toward 6 times debt-to-EBITDA
over the next 18 months. The outlook also assumes stable to
improving Triple Play Equivalent penetration and revenue per homes
passed (using metrics pro forma for the Broadstripe acquisition as
a starting point).

The high leverage, lack of scale, sponsor ownership, and weaker
than peers TPE and revenue / homes passed metrics constrain upward
momentum. An upgrade is highly unlikely given the magnitude of
improvement in metrics required to sustain a higher rating.
However, Moody's would consider an upgrade with progress toward
and a commitment to maintaining leverage below 4 times debt-to-
EBITDA and free cash flow to debt in the high single digits. An
upgrade would also require expectations for maintenance of good
liquidity.

Inability to reduce leverage, expectations for sustained negative
free cash flow, deterioration of the liquidity profile, or
material weakening of subscriber trends could have negative
ratings implications.

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

Headquartered in Kirkland, Washington, WaveDivision Holdings, LLC
(Wave) provides cable television, high speed data and telephone
services to residential and commercial customers in and around the
Seattle, Sacramento, San Francisco, and Portland markets. Pro
forma for its January 2012 acquisition of Broadstripe, annual
revenue is approximately $250 million. In June, Oak Hill Capital
Partners (Oak Hill), GI Partners (GI) and Wave management
announced plans to acquire Wave from Sandler Capital Management
and management (with management reinvesting its equity ownership).

Headquartered in Bellingham, Washington, Black Rock Cable, Inc.
owns a network of fiber optic lines and leases dark fiber
connectivity to customers in Northwest Washington.


VITRO SAB: Bondholders Allowed to Proceed With Involuntary
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro SAB's losing streak continued last week when a
U.S. bankruptcy judge in Dallas allowed holders of 60% of
$1.2 billion in defaulted bonds to proceed with their involuntary
bankruptcy filing against several subsidiaries.

According to the report, in August, a federal district judge in
Dallas ruled that the subsidiaries of Mexico's largest glassmaker
weren't generally paying their debts as they come due.  He set
aside a contrary ruling from the bankruptcy court last year and
sent the case back to the lower court for determination of the
remaining issues deciding whether the subsidiaries can be tossed
into Chapter 11 bankruptcy involuntarily.  Vitro asked U.S.
Bankruptcy Judge Harlin "Cooter" Hale in Dallas to halt the
involuntary proceedings pending the outcome of an appeal to be
argued on Oct. 3 in the U.S. Court of Appeals in New Orleans.  The
appeal will decide whether Judge Hale was correct when he ruled
that Vitro's Mexican court-approved reorganization shouldn't be
enforced in the U.S.

The report relates that Judge Hale said in his Sept. 26 opinion
that he still must determine if there is any dispute about the
validity of the bond debt before he rules definitively on whether
the Vitro subsidiaries should be in involuntary Chapter 11
bankruptcy.  Turning down Vitro's request to stop the involuntary
proceedings, Judge Hale scheduled an Oct. 5 hearing in bankruptcy
court for lawyers to argue whether there is a dispute about debt
on the defaulted bonds.  There won't be an immediate ruling,
because Judge Hale said he will allow the lawyers to submit more
papers after the Oct. 5 hearing.

The report notes that Judge Hale ruled in June that he wouldn't
enforce the Vitro parent's Mexican reorganization in the U.S.
because it reduced guarantees on the bonds by subsidiaries not in
bankruptcy anywhere.  Vitro didn't respond to a request for
comment on the Sept. 26 ruling.

                          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.


VILLAGIO PARTNERS: Has Final OK to Use Wells Fargo Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered a final order authorizing Villagio Partners, et al.'s
limited use of cash collateral, primarily consisting of accounts
receivable and rents generated at the Debtors' properties,
including proceeds and products, to pay permitted expenditures
identified in a monthly budget.  The right to use cash collateral
of Wells Fargo Bank, N.A., will terminate at the conclusion of the
cases, unless earlier terminated due to the occurrence of any
Termination Event, including, inter alia, a default under the
terms of the Order or the budget.

Any party-in-interest (other that the Debtors) that contests or
challenges Wells Fargo's Prepetition Liens or Prepetition Claims
must file such contest or challenge no later than Nov. 4, 2012.

As adequate protection, Wells Fargo is granted replacement liens
in all postpetition assets of the Debtors.  As further adequate
protection, Wells Fargo is granted a superpriority claim pursuant
to 11 U.S.C. Sec. 507(b) of the Bankruptcy Code.

                  About Villagio Partners et al.

Villagio Partners Ltd., along with six affiliates, filed a bare-
bones Chapter 11 petition (Bankr. S.D.N.Y. Case Nos. 12-35928,
12-35930 to 12-35932, 12-35934, 12-35936 and 12-35937) in Houston
on Aug. 6, 2012.

The Debtors are engaged primarily in the business of owning and
operating commercial retail shopping centers and offices.  The
Debtors' commercial real properties are located in and around the
Houston Metropolitan area, including Katy, Humble and The
Woodlands.

The petitions were signed by Vernon M. Veldekens, CEO for The
Marcel Group.

The Marcel Group -- http://www.themarcelgroup.com/-- is an
integrated commercial real estate firm specializing in
development, construction, design, engineering, master planning,
leasing and property management.

Village Partners, a Single Asset Real Estate as defined in 11
U.S.C. Sec. 101(51B), estimated assets and debts of at least $10
million.  It says that a real property in Katy, Texas, is worth
$24.6 million.

The affiliated debtors are Compass Care Holdings Ltd., Cinco
Office VWM, Greens Imperial Center, Inc., Marcel Construction &
Maintenance, Ltd., Tidwell Properties, Inc., and Research-New
Trails Partners, Ltd.

Bankruptcy Judge Marvin Isgur presides over the case.

Wayne Kitchens, Esq., Steven Shurn, Esq., Simon Mayer, Esq., and
Allison D. Byman, Esq., at Hughes Watters Askanase, LLP, in
Houston, represent the Debtors as counsel.


VITRO SAB: To Ask Appellate Court on Oct. 3 to Enforce Plan
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro SAB, Mexico's largest glass maker, will argue
before a federal judge next week who already hinted how the case
may end.

According to the report, on Oct. 3, Vitro will ask three judges on
the U.S. Court of Appeals in New Orleans to rule that a bankruptcy
judge in Dallas made a mistake by not enforcing company's Mexican
reorganization plan in the U.S.  One of the judges on the Oct. 3
panel will be Circuit Judge Carolyn D. King, who expressed an
opinion about the case in June that might presage the outcome of
next week's appeal.  Taken at face value, Judge King's previous
statement in a formal court ruling implies that a win by Vitro
next week might be only temporary in view of additional reasons
not to enforce the Mexican plan in the U.S.

The report relates that the bankruptcy judge refused to enforce
Vitro's Mexican reorganization plan because non-bankrupt
subsidiaries owning the assets would have their debt reduced even
though they weren't in bankruptcy in any country.  U.S. Bankruptcy
Judge Harlin "Cooter" Hale didn't rule on several other objections
to the Mexican reorganization plan raised by holders of 60% of
Vitro's $1.2 billion in defaulted bonds.  Judge King was one of
three judges ruling on June 27 that Vitro could appeal directly to
the Court of Appeals.  In the June order Judge King said she would
"direct the bankruptcy court to decide promptly any pending issues
that would prevent enforcement of the concurso plan if this court
were to reverse."

The report notes that Judge King was referring to Judge Hale's
June 13 opinion where he said there were "two other strong
objections" he didn't reach because he already found enough
grounds for refusing to enforce the Mexican reorganization in the
U.S.  Judge Hale questioned whether it was proper for Vitro
subsidiaries to vote in the parent's bankruptcy to "extinguish
their own guarantees."  Judge Hale said the issue might be one for
decision by the Mexican court.  Judge Hale also questioned whether
it was proper for the Mexican plan to preserve $500 million for
shareholders when bondholders weren't being paid in full.

The appeal is Vitro SAB de CV v. Ad Hoc Group of Vitro Noteholders
(In re Vitro SAB de CV), 12-10689, 5th U.S. Circuit Court of
Appeals (New Orleans).

                          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.


VM ODELL'S: Blames Bank Failure for Chapter 11 Filing
-----------------------------------------------------
Howard Pankratz at The Denver Post reports that VM Odell's LLC,
which operates Bella's Market stores, said on Sept. 26, 2012, that
a bank failure partly contributed to its troubles.

According to the report, Samuel J. Mancini, president and chief
executive of Bella's Market said in a statement the company had
been a client of FirsTier Bank in Louisville, which was closed by
the Colorado Division of Banking in late January 2011.

The report relates the company, which closed four of its stores in
Wiggins, Haxtun, Akron and St. Francis, Kansas, on Sept. 24,
reopened those locations on Sept. 26, though it still has provided
no explanation for why those locations closed.

"Like many businesses in that situation, the closing severely
affected VM Odell's cash flow and operations," the report quotes
Mr. Mancini as saying.  "Last fall, VM Odell's began banking with
Fort Morgan State Bank."  He said VM Odell's has a good
relationship with the Fort Morgan State Bank and will work with
them closely throughout the bankruptcy process, the report adds.

The report notes, at the time it was closed, FirsTier had the
highest rate of nonperforming loans of any bank in the state at
the end of the third quarter of 2010 and sustained heavy losses on
commercial real estate loans.

VM Odell's LLC operates Bella's Market stores in Akron, Wray,
Haxtun, Wiggins, Walden and St. Francis.  The Company filed for
Chapter 11 bankruptcy on Sept. 24, 2012.

The holding company, Village Market Holdings Ltd., did not file
for bankruptcy protection.


VM WILLIAMS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: VM Williams LLC
        dba Limon Super Foods
            Stratton Super Foods
        400 S Colorado Boulevard, Suite 820
        Denver, CO 80246-1240

Bankruptcy Case No.: 12-29877

Chapter 11 Petition Date: September 25, 2012

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Brent R. Cohen, Esq.
                  ROTHGERBER JOHNSON & LYONS LLP
                  1200 17th Street, Suite 3000
                  Denver, CO 80202
                  Tel: (303) 623-9000
                  E-mail: bcohen@rothgerber.com

                         - and ?

                  Chad S. Caby, Esq.
                  ROTHGERBER JOHNSON & LYONS LLP
                  One Tabor Center, Suite 3000
                  Denver, CO 80202-5855
                  Tel: (303) 623-9000
                  Fax: (303) 623-9222
                  E-mail: ccaby@rothgerber.com

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

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

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

The petition was signed by Samuel J. Mancini, manager of SAVOY
Holdings Ltd. LLC, a Colorado LLC.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
VM Odell's LLC                        12-29791            09/24/12


WAVEDIVISION ESCROW: S&P Keeps 'B-' Rating on $275MM Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its issue-level rating on
co-borrowers WaveDivision Escrow LLC and WaveDivision Escrow
Corp.'s 8.125% senior notes due 2020 is unchanged. These entities
are subsidiaries of Kirkland, Wash.-based cable service provider
WaveDivision Holdings LLC. The company is proposing to tack
$25 million onto its existing $250 million senior notes, for an
aggregate total of $275 million. "The issue-level rating on these
notes remains 'B-' and the recovery rating remains '6', which
indicates our expectation for negligible (0%-10%) recovery in the
event of payment default. At the same time, the 'BB-' issue-level
rating on the company's $515 million (upsized from $500 million)
senior secured debt loan also remains unchanged, as does the '2'
recovery rating, indicating expectations for substantial (70%-90%)
recovery in the event of payment default," S&P said.

"The company plans to use proceeds from the tack-on notes and add-
on term loan, along with $12 million drawn from the senior secured
revolver, to fund the $47 million acquisition price for Black Rock
Cable, and to pay related fees and expenses," S&P said.

"The corporate credit rating on Wave is unchanged at 'B+' and the
outlook is stable. We estimate that pro forma debt to last-12-
month EBITDA as of June 30, 2012 is only modestly higher, at about
6.9x compared to 6.8x prior to the acquisition. However, we
believe that the company does not have room for additional debt-
financed acquisitions at the current rating, which incorporates
our expectation that leverage will decline to the mid-6x area,"
S&P said.

"Black Rock Cable operates a fiber network for enterprise and
telecom carrier customers in Washington. It specializes in dark
fiber which does not include optical transmission equipment. While
the acquisition does offer strategic benefits, including the
expansion of Wave's capabilities in the growing commercial
business, the size of the purchase is not large enough to change
our 'fair' business risk profile assessment," S&P said.

"The ratings on Wave continue to reflect what we consider a fair
business risk profile and a 'highly leveraged' financial risk
profile. Although we expect leverage to improve in the near term
from EBITDA growth, the potential for debt-financed acquisitions
and potential dividends to its shareholders could constrain
meaningful longer term leverage improvement. Key business risk
factors in our analysis include below-industry average penetration
levels for video, data, and telephone service; limited geographic
diversity; and competitive pressures from satellite providers for
video and incumbent telephone companies for data and phone
service. Moreover, Wave is an overbuilder in about one-third of
its homes passed--the San Francisco market--where it competes with
better capitalized incumbent cable operator Comcast Corp.
Tempering factors include Wave's operations in high-growth
suburban markets with attractive demographics, a fully upgraded
network, its incumbent status in the remaining two-thirds of its
homes passed, and healthy profitability measures," S&P said.

S&P's base-case scenario includes some of these assumptions:

-- S&P expects revenue, excluding the acquisition of Black Rock,
    to increase about 4%-5% for the next couple of years,
    reflecting growth in data and phone customers as well as
    higher average revenue per user.  S&P also believes that Wave
    has good prospects to increase revenue in the commercial
    segment given its currently low penetration levels.

-- S&P expects margins to remain steady, in the low- to mid-40%
    area, over the next couple of years despite rising programming
    costs, which it believes could lead to lower margins on video.
    However, this margin pressure should be offset by growth in
    higher margin data and phone customers.

-- S&P further expects leverage to improve to the low- to mid-6x
    area by the end of 2013, although it believes substantial
    improvement beyond that level may be temporary due to the
    potential for debt-financed acquisitions or dividends to
    shareholders.

-- S&P expects free operating cash flow of around $10 million in
    2013 and $20 million in 2014.

RATINGS LIST

WaveDivision Holdings LLC
Corporate Credit Rating                  B+/Stable/--

WaveDivision Escrow LLC
WaveDivision Escrow Corp.
$275 mil. 8.125% senior notes due 2020   B-
   Recovery Rating                        6

WaveDivision Holdings LLC
Senior Secured $515 mil. loan            BB-
   Recovery Rating                        2


WAVEDIVISION HOLDINGS: Moody's Affirms B2 CFR; Rates Add-On Caa1
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family and
probability of default ratings of WaveDivision Holdings, LLC
(Wave) and assigned a Caa1 rating to the proposed $25 million bond
add-on. The company plans to use proceeds, together with
incremental bank debt of approximately $25 million, to fund the
acquisition of Black Rock Cable, Inc. (Black Rock).


WOLFGANG CANDY: Judge Vacates Order Approving Asset Sale
--------------------------------------------------------
Central Penn Business Journal reports that a bankruptcy court
judge has vacated a previous order approving the sale of assets of
Wolfgang Candy Co. Inc. and ruled to terminate the existing asset
purchase and lease agreements.

According to the report, the motion was uncontested and its
approval puts the North York-based confectioner back on the
market.  The order, however, does not preclude the buyer in that
deal from making another bid after it failed to close on the first
arrangement within the prescribed timeframe.

The report notes Wolfgang debt holder M&T Bank filed a motion to
vacate the court order approving the sale of Wolfgang assets to
Divine Serendipity LLC and to terminate the associated asset
purchase agreement.  The report relates the asset purchase
agreement had required M&T be paid $885,000 on or before Aug. 29
and a lease agreement commencing Sept. 1 requires real estate
lease payments of $10,000 per month, the filing stated, but the
deal has not closed.

Wolfgang has heard from other interested potential bidders, the
report quotes Larry Young, the attorney representing Wolfgang in
bankruptcy proceedings, as saying.  The judge vacating the
previous agreement frees up Wolfgang to consider other possible
deals, he said.

The report notes Divine Serendipity President and CEO William
"Wayne" Sellers said he continues to work to line up the financing
he needs within 10 days and plans to make another offer.

Based in York, Pennsylvania, Wolfgang Candy Co., Inc., filed for
Chapter 11 bankruptcy protection on March 13, 2012 (Bankr. M.D.
Penn. Case No. 12-01427).  Judge Mary D. France presides over the
case.  Lawrence V. Young, Esq., at CGA Law Firm, represents the
Debtor.  The Debtor listed assets of less than $50,000, and
estimated debts of between $1 million and $10 million.


WESTERN PLAINS: Enters Shares for Debt Agreements
-------------------------------------------------
Western Plains Petroleum Ltd., discloses it has entered into
shares for debt agreements to settle payables with various oil
field service providers, through the issuance an aggregate of
3,767,558 common shares in the capital of the Company at a price
of $0.05 per share, thereby reducing the Company's accounts
payable and net debt by $188,377.90.  The Common Shares issued
under the shares for debt transaction will be subject to a four
month hold period from the date of issuance in accordance with
applicable securities laws.

Hytop Well Servicing Ltd., a private well service company of which
David Forrest, President and Chief Executive Officer of Western
Plains, owns or controls 50% of the shares, will receive 1,975,313
Common Shares to retire $98,765.65 (inclusive of GST) of payables
incurred by the Company for oilfield service work.  Steve Glover,
Vice-President, Finance, and Chief Financial Officer, has also
agreed to accept a total of 315,000 Common Shares to eliminate
$15,750.00 (inclusive of GST) of management consulting fees owed
by the Company for services provided by Mr. Glover.

To the knowledge of the Company, Mr. Forrest currently holds,
directly or indirectly, 16,556,663 Common Shares representing
approximately 30% of the issued and outstanding Common Shares of
Western Plains.  Upon the issuance of an additional 1,975,313
Common Shares to Hytop in settlement of the Company's debt, Mr.
Forrest will own or control, directly or indirectly, 17,544,319
Common Shares or approximately 31.8% of the outstanding Common
Shares of the Company.  Mr. Glover currently holds, directly or
indirectly, 235,294 Common Shares representing 1% of the issued
and outstanding Common Shares of the Company.  Upon issuance of
315,000 Common Shares to settle the debt of the Company, Mr.
Glover will hold 550,294 Common Shares representing 1% of the
issued and outstanding Common Shares of the Company.

The proposed issuances of Common Shares to Hytop and Mr. Glover
will each be considered a "related party transaction" as defined
in Multilateral Instrument 61-101 - Protection of Minority
Security holders in Special Transactions, as Hytop and Mr. Glover
are each considered to be a related party of the Company.

However, the transaction will be exempt from the formal valuation
and minority shareholder approval requirements of MI 61-101 as
neither the fair market value of the Common Shares issued to the
Related Parties nor the fair market value of the consideration for
the transaction exceeded 25% of the Company's market
capitalization, as described in sections 5.5 and 5.7 of MI 61-101.
It is possible that a material change report in respect of this
transaction may not be filed at least 21 days in advance of the
anticipated date closing of the issuance of Common Shares to the
Related Parties.  The Company believes a shorter period between
this disclosure and the issuance of Common Shares is reasonable,
in light of its need to satisfy its outstanding debts in a timely
manner and the relatively small size of the related party
transactions.

The issuance of Common Shares by the Company pursuant to the
shares for debt agreements is subject to the prior approval of the
TSX Venture Exchange.

Since April 2012 Western Plains has initiated a number of steps to
reduce its net debt including the sale of undeveloped land,
suspension of the capital program, careful control over operating,
general and administrative expenses.  The shares-for-debt
transaction is an additional step to achieve the objective of
reducing the Company's net debt.  In addition, the Company
continues to work with Sayer Energy Advisors, its exclusive
financial advisor, to provide advice on strategic alternatives.

The Company's banker recently provided a waiver of the breaches of
the working capital covenant which occurred as at March 31, 2012
and June 30, 2012, in conjunction with the Company's agreement to
amend its credit facilities with the bank, which amendment
provided that the Company's maximum principal amount of
$2,200,000, be reduced by $80,000 at each of Sept. 1, 2012 and
Oct. 1, 2012, with a further review scheduled before Oct. 31,
2012.  That review will take into account the results of the
strategic alternatives process for which the marketing is expected
to commence in October 2012.

Western Plains is a Lloydminster, Alberta, based junior heavy oil
producer with interests located in the Lloydminster area in both
Saskatchewan and Alberta.  The Common Shares of Western Plains
trade on the TSX Venture Exchange under the symbol WPP.


WOODBURY UNIVERSITY: Moody's Affirms Baa3 Rating on $18.6MM Bonds
-----------------------------------------------------------------
Moody's Investors Service has affirmed Woodbury University's Baa3
rating. The rating applies to the university's $18.6 million of
series 2006 fixed-rate bonds issued through the California
Educational Facilities Authority. The outlook for the rating is
stable.

The university also participated in the 2007 College and
University Financing Program, rated Ba1 with a negative outlook,
issued through the California Educational Facilities Authority
("CEFA"). CEFA's pooled financing is unenhanced, with each
institution responsible only for its portion of total debt
service. Although Woodbury is a member of the pooled financings,
the rating and outlook is based on the "Weak Link Plus" rating
approach outlined in the methodology, which places a greater
emphasis on the probability of default by the weakest participant
in the pool.

Summary Rating Rationale

The Baa3 rating reflects the university's consistently positive
operating cash flows providing healthy debt service coverage and
stable market position as a small private university in suburban
Los Angeles. The rating also incorporates the heavy operating
reliance on student charges, highly competitive student market,
and thin financial resources relative to debt and operating
expenses.

Strengths

* Trend of positive operating cash flow margin driven by healthy
   growth in net tuition per student and conservative budgeting
   practices. Draft FY 2012 operating cash flow margin was 12.5%
   providing a healthy 2.6 times debt service coverage.

* Market niche as private residential university outside of Los
   Angeles, CA in Burbank, specializing in architecture, business
   and media design programs with total full time equivalent
   (FTE) student of 1,615 in fall 2012.

* Attractive academic campus primarily due to significant
   capital investment in recent years evidenced by a relatively
   low age of plant at 9.0 years.

Challenges

* Concentrated revenue base as student charges accounted for
   88.6% of FY 2011 operating revenue, according to Moody's
   calculations.

* Small operating revenue base at the current rating level
   combined with thin financial resources relative to debt and
   operating expenses. The operating revenue per the draft 2012
   financials was $38 million, as compared to Moody's Baa -rated
   FY 2011 median of $56.6 million. The draft FY 2012 expendable
   financial resources covered the outstanding debt and
   operations by 0.44 times and 0.30, respectively. The financial
   resources are depressed due to pension liability of $7.1
   million.

* Revenue stress possible as the State of California (rated A1)
   faces fiscal stress and its impact on the Cal Grant program
   which supports lower and middle income students with tuition
   support. Woodbury receives approximately $3.5 million annually
   or 9% of revenues from this program.

Outlook

The stable outlook reflects Moody's expectation that the
university's stable market position and consistently positive
operating performance will continue at least in the near term.

What Could Make The Rating Go Up

Continuation of positive operating performance coupled with
significant increase in financial resources; diversification of
revenue base.

What Could Make The Rating Go Down

Sustained decline in student demand and operating performance;
lack of growth in financial resources; debt issuance not
accompanied by commensurate growth in financial resources

Rating Methodology

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


WOONGJIN GROUP: Files for Receivership After MBK Deal Collapses
---------------------------------------------------------------
Kanga Kong at Dow Jones' Daily Bankruptcy Review reports that one
of South Korea's largest-ever private equity acquisitions
collapsed, after Woongjin Holdings Co., which aimed to sell its
water purification business to Seoul-based MBK Partners, filed to
go into receivership.

Conglomerate Woongjin Group and its construction-arm Kukdong
Engineering & Construction separately submitted the filing
Wednesday following a prolonged slowdown in the country's real-
estate market that hammered the group's construction and financial
businesses, according to the report.  The report notes that
Woongjin owes KRW3.3 trillion (US$3 billion) to financial firms
including Woori Bank and Shinhan Bank, of which KRW1.2 trillion
could go sour according to the country's financial watchdog.


WOOTEN GROUP: Can Employ Jonathan Hayes as Counsel
--------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Wooten Group, LLC, to employ M. Jonathan Hayes, Esq..,
as general bankruptcy counsel in its Chapter 11 case.

Beverly Hills, Calif.-based Wooten Group, LLC, filed a bare-
bones Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-31323)
in Los Angeles on June 19, 2012.  Judge Thomas B. Donovan oversees
the case.  M. Jonathan Hayes, Esq., represents the Debtor as
counsel.  When it filed for bankruptcy, the Debtor estimated
assets of between $10 million and $50 million and debts of between
$1 million and $10 million.  The petition was signed by Mark
Slotkin, managing member.




* Chadbourne & Parke Adds Fazio as UK/Brazil Partner
----------------------------------------------------
The international law firm Chadbourne & Parke LLP disclosed that
Silvia Fazio, a leading international corporate lawyer, has joined
the firm as an international partner in the corporate practice.
Ms. Fazio will be resident in Chadbourne's Sao Paulo and London
offices. She will also establish a Brazil Desk in Chadbourne's
London office to service the firm's U.K. and European clients who
are active in Brazil.

Ms. Fazio is well known for her international strategy and
corporate insight.  Prior to joining Chadbourne, Ms. Fazio was a
partner at U.K. firm Collyer Bristow LLP, where as head of
International (Legal), she established its Brazilian and Italian
desks.  Reflecting these achievements, Ms. Fazio has been
recognized as a leading lawyer in several industry publications,
including Chambers Global and Legal 500.  Chambers wrote, "Silvia
Fazio plays a central role in international work....advising on an
array of cross-border transactions.  She is admitted to practice
in Brazil and attracts mandates from leading clients such as Banco
do Brasil and TAM Brazilian Airlines."

Ms. Fazio is widely published and has authored numerous articles
and books on corporate and commercial law in Brazil and Europe.

She is the editor of a forthcoming book, "Brazilian Commercial
Law: A Practical Guide," about a variety of legal issues in
Brazil, such as setting up businesses, foreign investment rules
and how to choose the best company structure.  The book, being
released in January 2013, includes contributions from leading
Brazilian law firms.

With over 15 years experience in international corporate and
commercial law, Ms. Fazio specializes in cross-border investments,
joint ventures, international banking and financial agreements and
transactions, and international tax planning structures for
foreign corporations and high net-worth individuals.  She has
developed significant experience working with a diverse range of
clients, including foreign governments and agencies, multinational
corporations in several industries, including financial services
and airlines, as well as successful small and medium-sized
enterprises.

"We are delighted to add such a high caliber partner to our
practice," said Chadbourne Managing Partner Andrew Giaccia.
"Qualified to practice law in Brazil, the U.K., Italy and
Portugal, and fluent in five languages, Silvia is a truly
international lawyer whose skills and experience will complement
and enhance our corporate practice globally."

Allen Miller, co-head of Chadbourne's Latin America practice said,
"Silvia will help further extend our expanding Latin America
practice into London and the markets it serves in a very
significant way. She adds an exciting new dimension to both our
London office and Latin America practice."

Talbert Navia, co-head of the Latin America practice, said,
"Chadbourne is the only firm world-wide ranked by Chambers Latin
America 2013 in all six Latin America-wide ranking categories for
international law firms.  With Silvia on board, we are going to
take our practice to an even higher level."

Ms. Fazio earned her LL.B, first class honors, from the University
of Sao Paulo, Brazil in 1994, and LL.M, first class honors, from
the University of Heidelberg, Germany in 1996.  She completed a
Masters in Philosophy on European Union Law and Conflicts Law from
the University of Bologna, Italy in 1998, and a Ph.D on
International Corporate and Financial Law from the Institute of
Advanced Legal Studies, University of London in 2006.

Chadbourne's Sao Paulo office, which opened in 2010, regularly
advises corporations, international commercial and development
banks, investment funds and international investors, multilateral
agencies and export-credit agencies in a wide range of capital
markets, bank and project finance and debt restructuring
transactions.  The firm's lawyers have been involved in some of
the most innovative and significant matters across the Americas,
and have been recognized as leaders in their field by Chambers
Global, Chambers Latin America and Legal 500 Latin America.

                     About Chadbourne & Parke

Chadbourne & Parke LLP, an international law firm headquartered in
New York City, provides a full range of legal services, including
mergers and acquisitions, securities, project finance, private
funds, corporate finance, energy, communications and technology,
commercial and products liability litigation, securities
litigation and regulatory enforcement, special investigations and
litigation, intellectual property, antitrust, domestic and
international tax, insurance and reinsurance, environmental, real
estate, bankruptcy and financial restructuring, employment law and
ERISA, trusts and estates and government contract matters. Major
geographical areas of concentration include Central and Eastern
Europe, Russia and the CIS, the Middle East and Latin America. The
Firm has offices in New York, Washington, DC, Los Angeles,
Houston, Mexico City, London (a multinational partnership),
Moscow, St. Petersburg, Warsaw, Kyiv, Almaty, Dubai and Beijing.
On the Net: http://www.chadbourne.com/


* Hughes Watters Named Top Mid-Sized Firm in Texas
--------------------------------------------------
Hughes Watters Askanase L.L.P. (HWA) has been listed as the Top
Mid-sized Law Firm in Texas for business and transactions for 2011
in Super Lawyers 2012 Business Edition.

Super Lawyers 2012 Business Edition was released earlier this
month and is distributed to 40,000 business leaders, decision
makers and in-house counsel from Fortune 1000 companies in the
United States.

According to Jessica Vanderzanden, senior associate publisher of
Super Lawyers magazine, HWA was chosen as the Top Mid-sized Law
Firm in Texas for business and transactions in 2011 based on the
number of attorneys included in the 2011 list of Super Lawyers and
other measurement criteria related to the quality of those
attorneys.

"We at Hughes Watters Askanase were thrilled to learn that our
firm has been recognized by the Super Lawyers organization as the
top Mid-Sized Law Firm in Texas for business and transactions for
2011," commented Gary Gunn, co-managing partner of Hughes Watters
Askanase.  "This distinction validates our ongoing commitment to
delivery of superior legal counsel, depth and experience to our
clients."

The 2012 issue of Super Lawyers Business Edition features
exceptional attorneys with business-centered practices.  The 2012
edition includes lawyers from more than 8,500 firms across the
nation whose careers focus on business and transactional work,
construction, real estate and environmental, employment,
intellectual property, and business litigation who were named to
the list of Super Lawyers in 2011.  Top law firms from each
practice area in all 50 states are also featured.

Super Lawyers is a rating service of outstanding lawyers from more
than 70 practice areas who have attained a high-degree of peer
recognition and professional achievement.  The selection process
is multi-phased and includes independent research, peer
nominations and peer evaluations.  Super Lawyers magazine features
the list and profiles of selected attorneys and is distributed to
attorneys in their respective state or region and to American Bar
Association -accredited law school libraries.  Super Lawyers is
also published as a special section in leading city and regional
magazines across the country in all 50 states and in Washington,
D.C., reaching more than 13 million readers.

                   About Hughes Watters Askanase

For more than 34 years, Hughes Watters Askanase, L.L.P. -- http://
www.hwa.com/ --  has helped business organizations, financial
institutions and individuals succeed with their business
endeavors.  The firm's attorneys play a strategic role and support
clients through every stage of existence and operation.  The
firm's practice focuses on representation of commercial and
consumer lenders, including banks and credit unions; business
bankruptcy; business planning and strategy; default servicing;
real estate and finance; commercial and consumer financial
services litigation; and estate planning and probate.  For more
information on Hughes Watters Askanase, L.L.P., please visit.


* Moody's Says US Steel Industry Outlook Turns Negative
-------------------------------------------------------
Moody's Investors Service has changed its outlook for the US steel
industry to negative from stable, reflecting the ratings agency's
view that fundamental business conditions in the US steel industry
will worsen over the next 12 to 18 months.

Demand for US steel will not be enough for the industry to recover
sustainably over the next 12 to 18 months, and imports continue to
represent a risk, Moody's says in its latest outlook update.

Steel prices remain less than optimal for profits in the industry
to recovery, Moody's says in the new report, "US Steel Industry
Outlook Turns Negative on Weakening Fundamentals."

One indication of the softening economic conditions is that the US
Institute of Supply Management's Purchasing Management Index (PMI)
has stayed just below 50 for each of the three months through
August as manufacturing and industrial activity slows. This will
impact demand for steel.

"While capacity utilization levels remain above 70%, they have
slowed since peaking in April 2012 and will likely continue at
lower levels," says Carol Cowan, a Moody's Vice President --
Senior Credit Officer.

Internationally, the sovereign debt and banking crisis in Europe
and slowing GDP growth in China will continue to weigh on
purchasing sentiment, says Moody's.

Another consideration in the change to a negative outlook is the
fact that through August 2012, steel imports into the US were up
roughly 18% year-on-year.

"While the increased import levels do not affect all areas of the
industry equally, they continue to disrupt a market that has not
yet returned to historical run rates," says Ms. Cowan. "With
slowing demand globally, imports will remain problematic."

The outlook could return to stable if the PMI index were to move
above 50 for at least two consecutive months and capacity
utilization consistently tracked between 75%-80%, says the rating
agency. A steady PMI reading above 55 and expectations for
sustained capacity utilization above 80% could lead to a positive
outlook, Moody's says.


* Moody's Says Penn. Local Gov't Downgrades to Exceed Upgrades
--------------------------------------------------------------
Rating downgrades of Pennsylvania local governments are likely to
outpace upgrades through early 2014 even as the majority of the
state's local governments are likely to retain their current
ratings, says Moody's Investors Service in a new report.

While credit pressures related to the weak economic recovery and
other factors, including rising pension costs, will continue, the
rating agency concludes that most Pennsylvania municipalities will
be able to maintain stable finances with currently adequate
financial reserves and the unlimited property taxing ability of
most local governments.

"The tax base contraction and anemic job growth that characterize
the currently slow economic recovery are increasing the pressure,"
said Moody's Analyst Michael D'Arcy, author of the report,
"Pennsylvania Local Governments Face Credit Pressure in Weak
Recovery," which examines economic and demographic conditions that
are having a negative impact on Pennsylvania local governments.

Vulnerability to economically sensitive revenues, state aid cuts,
and ongoing demand for government services are the main drivers of
weaker credit quality, according to Moody's. School districts are
most at risk given their rapidly rising pension costs, flat state
aid projections, and, since 2006, a statewide property tax cap
that applies only to school districts.

"There are several pockets of severe credit stress in the state,
notably the state capital, Harrisburg, the City of Scranton and a
handful of smaller municipalities," said Mr. D'Arcy. "Each of
these highly stressed local governments has experienced five years
of slow growth, rising cost burdens and turbulent capital markets
that have contributed to severely stretched finances, often
exacerbated by poor management decisions and high debt burdens."

Pennsylvania must also contend with a slow-growing population that
is aging. Some local governments also have exposure to debt
structure risks related to variable rate debt and derivatives as
well as to contingent liabilities such as guarantees of
development project-related debt, as illustrated recently by
Scranton's late payment on city-guaranteed debt issued by its
parking authority.

In contrast to the most distressed cases, Moody's Mr. D'Arcy
explained, the cities of Philadelphia (A2 stable) and Pittsburgh
(A1 stable), the commonwealth's two most populous cities, have
shown considerable resilience since the onset of leaner times in
2007. Improved governance and financial management have resulted
in sufficient financial reserves despite some limited draws in
recent years.

"A sizable concentration of employers specializing in healthcare
and higher education has partly insulated both cities from the
steep rises in unemployment that accompanied the recession
elsewhere," said Mr. D'Arcy.

To the benefit of its local governments, Pennsylvania had a more
subdued run-up in pre-recession housing prices than many other
states, sparing them from the jarring drops in property values
that had a large impact on property tax collections in many other
states when the recession hit. Municipalities are also benefiting
from natural gas exploration in the Marcellus Shale that covers a
large portion of the state.

Act 47, a state program created in 1987 to help meet the needs of
financially troubled local governments, has also played a positive
role in preventing some municipalities from falling deeper into
distress and nursing a small number back to health. However, the
Moody's report notes that Act 47 has some notable weaknesses,
including limited access to new revenues, various implementation
challenges, and only partial state oversight.



* S&P's Global Corporate Default Tally Rises to 59 Issuers
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on U.S.-based oil exploration and production company GMX
Resources Inc. to 'SD' (select default) last week, raising the
global corporate default tally to 59 issuers so far this year,
said an article published Thursday by Standard & Poor's Global
Fixed Income Research.

The rating action followed the company's announcement that it has
completed an exchange offer for its 5.0% convertible notes due
2013 and 4.5% convertible notes due 2015.  The exchange offer
included $38 million principle of 4.5% convertible notes due 2015
that accepted an exchange of $1,000 principle for $700 principle
of new senior secured second-priority notes due 2018.  Standard &
Poor's consider the completion of such an exchange, at a material
discount to par, to be a distressed exchange and, as such,
tantamount to a default under its criteria.

By region, 32 of the 59 defaulters were based in the U.S., 17 in
the emerging markets, seven in Europe, and three in the other
developed region (Australia, Canada, Japan, and New Zealand).

In comparison, the 2011 total (through Sept. 26) was 29, with 19
issuers based in the U.S., three in the emerging markets, two in
Europe, and five in the other developed region.  So far this year,
bankruptcy filings accounted for 18 defaults, missed payments
accounted for 15, distressed exchanges accounted for 11, and 9
were confidential.  The remaining six entities defaulted for
various other reasons.

In 2011, 21 issuers defaulted because of missed interest or
principal payments, and 13 defaulted because of bankruptcy filings
-- both of which were among the top reasons for defaults in 2010.
Distressed exchanges -- another top reason for default in 2010 --
followed with 11 defaults in 2011.  Of the remaining defaults, two
issuers failed to finalize refinancing on bank loans, two were
subject to regulatory action, one had its banking license revoked
by its country's central bank, one was appointed a receiver, and
two were confidential.


* BOND PRICING -- For Week From Sept. 24 to 28, 2012
----------------------------------------------------

  Company          Coupon   Maturity  Bid Price
  -------          ------   --------  ---------
A123 SYSTEMS INC    3.750  4/15/2016    36.750
AES EASTERN ENER    9.000   1/2/2017     2.000
AES EASTERN ENER    9.670   1/2/2029     9.500
AFFYMETRIX INC      3.500  1/15/2038    89.935
AGY HOLDING COR    11.000 11/15/2014    52.250
AHERN RENTALS       9.250  8/15/2013    55.200
ALION SCIENCE      10.250   2/1/2015    57.000
AMBAC INC           6.150   2/7/2087     2.625
AMC-CALL10/12       8.000   3/1/2014   100.220
AMER GENL FIN       5.375  10/1/2012   100.000
ATP OIL & GAS      11.875   5/1/2015    19.000
ATP OIL & GAS      11.875   5/1/2015    19.000
ATP OIL & GAS      11.875   5/1/2015    19.500
BETHEL BAPTIST      7.900  7/21/2026    11.000
BUFFALO THUNDER     9.375 12/15/2014    35.750
CALIF BAPTIST       7.100   4/1/2014     4.500
CAPMARK FINL GRP    6.300  5/10/2017     2.000
DIRECTBUY HLDG     12.000   2/1/2017    20.500
DIRECTBUY HLDG     12.000   2/1/2017    20.500
DOWNEY FINANCIAL    6.500   7/1/2014    55.000
EASTMAN KODAK CO    7.000   4/1/2017    12.550
EASTMAN KODAK CO    7.250 11/15/2013    10.500
EASTMAN KODAK CO    9.200   6/1/2021     9.000
EASTMAN KODAK CO    9.950   7/1/2018    23.354
EDISON MISSION      7.500  6/15/2013    54.363
ELEC DATA SYSTEM    3.875  7/15/2023    97.000
ENERGY CONVERS      3.000  6/15/2013    42.000
FIBERTOWER CORP     9.000   1/1/2016    30.000
GEN CABLE CORP      1.000 10/15/2012    98.630
GEN CABLE CORP      1.000 10/15/2012    98.630
GEOKINETICS HLDG    9.750 12/15/2014    43.176
GLB AVTN HLDG IN   14.000  8/15/2013    35.363
GLOBALSTAR INC      5.750   4/1/2028    46.250
GMX RESOURCES       4.500   5/1/2015    40.250
GMX RESOURCES       5.000   2/1/2013    76.000
HAWKER BEECHCRAF    8.500   4/1/2015    16.500
HAWKER BEECHCRAF    8.875   4/1/2015    19.500
HAWKER BEECHCRAF    9.750   4/1/2017     0.625
HBGCN-CALL10/12     9.000 12/15/2014    97.625
HBGCN-CALL10/12    10.250  6/15/2015    98.063
HCA INC             6.300  10/1/2012   100.000
JAMES RIVER COAL    4.500  12/1/2015    42.250
KV PHARM           12.000  3/15/2015    34.625
KV PHARMA           2.500  5/16/2033     1.900
KV PHARMA           2.500  5/16/2033     3.000
LEHMAN BROS HLDG    0.250 12/12/2013    20.250
LEHMAN BROS HLDG    0.250  1/26/2014    20.250
LEHMAN BROS HLDG    1.000 10/17/2013    20.250
LEHMAN BROS HLDG    1.000  3/29/2014    20.250
LEHMAN BROS HLDG    1.000  8/17/2014    20.250
LEHMAN BROS HLDG    1.000  8/17/2014    20.250
LEHMAN BROS HLDG    1.250   2/6/2014    20.250
LEHMAN BROS HLDG    1.500  3/29/2013    20.250
LEHMAN BROS INC     7.500   8/1/2026     7.550
LIFECARE HOLDING    9.250  8/15/2013    36.854
MANNKIND CORP       3.750 12/15/2013    61.540
MASHANTUCKET PEQ    8.500 11/15/2015     9.250
MASHANTUCKET PEQ    8.500 11/15/2015    15.725
MASHANTUCKET TRB    5.912   9/1/2021     9.250
MF GLOBAL LTD       9.000  6/20/2038    50.000
NEWPAGE CORP       10.000   5/1/2012     3.000
NGC CORP CAP TR     8.316   6/1/2027    13.000
PATRIOT COAL        3.250  5/31/2013    16.000
PENSON WORLDWIDE    8.000   6/1/2014    38.727
PLATINUM ENERGY    14.250   3/1/2015    40.000
PMI CAPITAL I       8.309   2/1/2027     0.500
PMI GROUP INC       6.000  9/15/2016    25.133
POWERWAVE TECH      3.875  10/1/2027     6.000
POWERWAVE TECH      3.875  10/1/2027    11.972
RESIDENTIAL CAP     6.500  4/17/2013    25.875
RESIDENTIAL CAP     6.875  6/30/2015    25.625
TERRESTAR NETWOR    6.500  6/15/2014    10.000
TEXAS COMP/TCEH    10.250  11/1/2015    29.438
TEXAS COMP/TCEH    10.250  11/1/2015    28.270
TEXAS COMP/TCEH    10.250  11/1/2015    27.500
TEXAS COMP/TCEH    15.000   4/1/2021    37.250
TEXAS COMP/TCEH    15.000   4/1/2021    37.750
THQ INC             5.000  8/15/2014    58.500
TIMES MIRROR CO     7.250   3/1/2013    34.050
TRAVELPORT LLC     11.875   9/1/2016    37.750
TRAVELPORT LLC     11.875   9/1/2016    37.500
TRIBUNE CO          5.250  8/15/2015    37.625
USEC INC            3.000  10/1/2014    40.000
WCI COMMUNITIES     4.000   8/5/2023     0.125
WCI COMMUNITIES     4.000   8/5/2023     0.125
WCI COMMUNITIES     6.625  3/15/2015     0.375



                            *********

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.


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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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