TCR_Public/121003.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, October 3, 2012, Vol. 16, No. 275

                            Headlines

11850 DEL PUEBLO: Files for Chapter 11 in Los Angeles
11850 DEL PUEBLO: Voluntary Chapter 11 Case Summary
2279-2283 THIRD: Creditors Have Until Oct. 4 to File Claims
ADVANCEPIERRE FOODS: S&P Rates New $375-Mil. 2nd Lien Loan 'CCC+'
AMERICAN AIRLINES: Retirees Committee Wins OK for Zolfo as Advisor

AMERICAN AIRLINES: 1,600 Mechanics, Clerks Seek Early Opt Out
AMERICAN ENERGY: Delays Form 10-K for Fiscal 2012
AMERITYRE CORP: Recurring Losses Cue Going Concern Doubt
ARI-DFW EAST: Files for Chapter 11 in Los Angeles
ARI-DFW EAST: Case Summary & 6 Largest Unsecured Creditors

ASARCO LLC: Anschutz Must Face Suit Over $80-Mil. Mine Cleanup
ASTORIA GENERATING: Moody's Rates New $450MM Secured Loans 'B2'
BASHAS INC: Repays 100% of Secured Debt, 90% of Unsecured
BASIC ENERGY: Moody's Rates $250-Mil. Senior Unsecured Notes 'B2'
BEAR STEARNS: JPMorgan Blasts NY AG 'Copycat' Lawsuit

BIG SANDY: Case Summary & 4 Largest Unsecured Creditors
BIONICARE MEDICAL: Trustee Asks High Court to Police CMS Payments
BOART LONGYEAR: S&P Affirms 'BB-' Corporate Credit Rating
BROADWAY FINANCIAL: Posts $1.7-Mil. Net Earnings in 2nd Quarter

CAPABILITY RANCH: Case Summary & 10 Unsecured Creditors
CARDICA INC: Ernst & Young Raises Going Concern Doubt
CENTRAL TEXAS REGIONAL: Moody's Keeps 'Ba1' Subordinate Ratings
CENTURYLINK INC: S&P Gives 'BB' Rating on Proposed Senior Notes
CHRIST HOSPITAL: U.S. Trustee Wants Inquiry on Sale

CIRCUS AND ELDORADO: Wants Plan Exclusivity Until January
CONSOLIDATED TRANSPORT: Hiring O'Keefe as Financial Advisors
CONSOLIDATED TRANSPORT: Tandem Eastern Files Schedules of Assets
CONSOLIDATED TRANSPORT: Files Schedules of Assets and Liabilities
CORD BLOOD: Authorized Capital Stock Hiked to 895 Million Shares

CROWN CASTLE: T-Mobile Acquisition No Impact on Moody's 'Ba2' CFR
DELTA AIR: Moody's Rates New Sr. Secured Credit Facilities 'Ba2'
DELTA AIR LINES: S&P Gives 'B+' Rating on $1.7BB Bank Facilities
DEWEY & LEBOEUF: Sued by Former Client to Return Unused Retainer
DRIVE THIS!: Lynyrd Skynyrd Band Addresses Bankruptcy Filing

DYNEGY HOLDINGS: Implements Merger and Reorganization Plan
DYNEGY POWER: Moody's Raises Probability of Default Rating to B2
EASTMAN KODAK: Cash Declines 21% to End August at $345.8 Million
EDGEN GROUP: Moody's Gives B3 CFR; Rates $575MM Sec. Notes Caa1
EDGEN GROUP: S&P Assigns 'B+' Corp. Credit Rating; Outlook Stable

EMISPHERE TECHNOLOGIES: Mark Rachesky Holds 47.7% Equity Stake
ENGLOBAL CORPORATION: Reaches Forbearance Agreement With Lender
EPICEPT CORP: Reduces Exercise Price of Warrants to $0.10 Apiece
FIBERTOWER CORP: Bordercomm Buying Business for $22.5 Million
FTLL ROBOVOULT: Files for Chapter 11 in Fort Lauderdale

FTLL ROBOVOULT: Voluntary Chapter 11 Case Summary
GENERAL AUTO: Court Approves Cassinelli Jackson as Appraiser
GENERAL MOTORS: Spyker Defends Suit Over Saab Bankruptcy
HAWKER BEECHCRAFT: Whistle-Blower Suit Shifts to Bankruptcy Court
HERTZ CORP: Moody's Rates Subsidiary's $1.2BB Notes 'B2'

HERTZ CORP: S&P Rates Subsidiary's $1.2-Bil. Senior Notes 'B'
HIGHMARK INC: Concerns About Finances Scuttle Merger
HOSTESS BRANDS: Bakers Union Strike May Threaten 18,500 Jobs
HOVNANIAN ENTERPRISES: Fitch Junks Rating on Two Note Classes
HRK HOLDINGS: Wants Plan Filing Period Extended to Nov. 1

HRK HOLDINGS: Has $3.48-Mil. DIP Financing From Regions
HRK HOLDINGS: Hires Litigation Attorneys to Pursue Tort Claims
HRK HOLDINGS: Court OKs Kynes Markman as Environmental Counsel
HRK HOLDINGS: Hires Gulf Atlantic Capital as Financial Advisor
INDYMAC BANCORP: Ex-CEO Settles Final Securities Claim With SEC

INFINITY ENERGY: Incurs $304,000 Net Loss in Second Quarter
INTERLEUKIN GENETICS: Inks License Pact with Pyxis Affiliate
INTERNATIONAL BARRIER: BDO Canada Raises Going Concern Doubt
INTERNATIONAL MEDIA: Approved to Use NRJ II Wind-Down Budget
INTERSIL CORP: S&P Affirms 'BB-' Corporate Credit Rating

K-V PHARMACEUTICAL: AmediusTec Owns 4.2% of Class A Shares
LARSON LAND: Zions First Wants Stay Relief on Equipment Collateral
LARSON LAND: Lessors OK'd to Credit Bid at Auction of Collateral
LEA POWER: S&P Keeps 'BB-' Rating on Parent's $33-Mil. Term Loan
LEGENDS GAMING: To Sell Casinos to Chickasaw Nation

LEHMAN BROTHERS: SEC Seeks to Intervene in Barclays Court Fight
LEHMAN BROTHERS: China Investments Unit Commences Liquidation
LEHMAN BROTHERS: Pan Asian Unit Commences Liquidation
LEHMAN BROTHERS: Taiwan Investments Unit Commences Liquidation
LESLIE'S POOLMART: Moody's Rates $575MM Sr. Sec. Term Loan 'B2'

LESLIE'S POOLMART: S&P Rates New $575MM Sr. Secured Term Loan 'B'
LIBERATOR INC: Delays Form 10-K for Fiscal 2012
LIGHTSQUARED INC: Modifies FCC Request for Spectrum Usage
LIGHTSQUARED INC: Exclusivity Extended Until End of January
MCCLATCHY CO: Deregisters 7.6MM Shares Under 2004 Incentive Plan

METRO FUEL: New Lenders Require Quick Asset Sale
METRO FUEL: Case Summary & 30 Largest Unsecured Creditors
MONTECITO AT MIRABEL: Court Rules Case Transfer Is Appropriate
MOTORS LIQUIDATION: Further Amends Tax Holdback Calculation Mode
MUNICIPAL CORRECTIONS: Owner of Georgia Prison May Have Trustee

NET ELEMENT: Kenges Rakishev Discloses 27.8% Equity Stake
NEWPAGE CORP: Creditors Use Mediation to Settle on Plan
NUTRA-LUXE M.D.: Loses in PBL Patent Suit, Files for Ch. 11
NUTRA-LUXE M.D.: Case Summary & 20 Largest Unsecured Creditors
PATRIOT COAL: S&P Withdraws 'D' Corp. Credit Rating at Request

PENNSYLVANIA HIGHER: Moody's Cuts Ratings on 9 Bonds to 'Ba1'
PHI GROUP: Delays Form 10-K for Fiscal 2012 for Review
PLY GEM HOLDINGS: Closes $160 Million Senior Notes Offering
POSITIVEID CORP: Terminates Employment of Chief Financial Officer
POWERWAVE TECHNOLOGIES: Regains Compliance with Market Value Rule

PRECISION OPTICS: Delays Form 10-K for Fiscal 2012
PROGRESSIVE WASTE: Moody's Raises Corp. Family Rating to 'Ba1'
QUEBECOR WORLD: District Judge Upholds Dismissal of $376MM Suit
RANCHO HOUSING: Plan Outline Hearing Continued Until Oct. 9
RESIDENTIAL CAPITAL: Committee Wins OK for Moelis as Banker

RESIDENTIAL CAPITAL: Committee Has OK for San Marino as Consultant
RESIDENTIAL CAPITAL: Creditors May Hire Coherent Economics
RESIDENTIAL CAPITAL: T. Williams Files Suit vs. GMAC Mortgage
REVEL ENTERTAINMENT: Bank Debt Trades at 22% Off
RG STEEL: Wants Until Jan. 26 to Propose Chapter 11 Plan

ROBERT PRINTZ: CNH Capital Has 1st Priority Lien on Crop Proceeds
ROSETTA GENOMICS: Incurs $6.5-Mil. Net Loss in 1st Half of 2012
SABINE PASS: S&P Gives 'BB+' Rating on $420-Mil. Sr. Secured Notes
SEA ISLAND: Claims Objection Deadline Stretched to Dec. 20
SEALY CORP: Files Fiscal Q3 Form 10-Q, Incurs $197,000 Net Loss

SEALY CORP: Incurs $197,000 Net Loss in Fiscal Third Quarter
SEALY CORP: To be Acquired by Tempur-Pedic for $2.20 Per Share
SEARS HOLDINGS: Rights Offering to Expire by Oct. 8
SEARS HOLDINGS: Executive Officers Get Cash in Lieu of Rights
SHAMROCK-HOSTMARK: Court Schedules Oct. 31 as Claims Bar Date

SHAMROCK-HOSTMARK: Wants to Make and Obtain Loan from Affiliates
SILVERLEAF RESORTS: Moody's Withdraws 'B2' Corp. Family Rating
SINCLAIR BROADCAST: STG Plans to Offer $500-Mil. of Senior Notes
SLM CORP: Fitch Affirms 'BB' Preferred Stock Rating
SOLAR MILLENNIUM: Files Liquidating Plan, Seeks Exclusivity

SOUTHERN MONTANA: Eide Bailly OK'd as Trustee's Tax Accountants
SOUTHERN AIR: May Borrow $12.5MM From CIBC DIP Loan
SOUTHERN SKY AIR: DOT Continues Probe; Court Reviews Fin'l Data
SPIRIT FINANCE: Closes Offering of 33.3 Million Common Shares
STACK'D & ALTERRA: Building Entering Receivership

STEBNER REAL ESTATE: Files for Chapter 11 in Seattle
STEBNER REAL ESTATE: Voluntary Chapter 11 Case Summary
STERLING SHOES: Provides Default Status Update
STOCKDALE TOWER: Case Dismissal Hearing Today
T3 MOTION: Due Date of Perry Trebatch Note Extended to Sept. 28

TANDUS FLOORING: S&P Withdraws 'B+' Corp. Credit Rating at Request
TECHNEST HOLDINGS: Delays Form 10-K for Fiscal 2012
TENET HEALTHCARE: Moody's Rates $500MM Senior Secured Notes 'B1'
TENET HEALTHCARE: S&P Cuts Senior Secured Term Debt Rating to 'B+'
TERRA-GEN FINANCE: Fitch Affirms 'BB-' Rating on $310-Mil. Loan

THORPE INSULATION: Court Refuses to Hear Bankr. Arbitration Bid
TRIBUNE CO: Bank Debt Trades at 24% Off in Secondary Market
TRUMAN FAMILY: Court Dismisses Chapter 11 Case
TRW AUTOMOTIVE: S&P Lowers Unsecured Debt Rating to 'BB'
TWEETER HOME: Files Chapter 11 Liquidation Plan

TXU CORP: Bank Debt Trades at 31% Off in Secondary Market
UNITED WESTERN: Seeks Nov. 15 Exclusive Plan Filing Extension
USG CORP: Sprint Nextel Executive Elected to Board
VANN'S INC: Unnamed Businessman Offers to Buy All Stores
VIKING SYSTEMS: Cancels Registration of Securities Under Plans

VILLAGIO PARTNERS: Hiring Hughes Watters as General Counsel
VILLAGIO PARTNERS: Taps Andrews Mayers as Real Estate Counsel
VILLAGIO PARTNERS: Hiring Kaiser as Litigation Counsel
VMARK INC: Seeks Court OK for $51-Mil. Sale to Valid USA
WALLDESIGN INC: Taps Shulman Hodges as Litigation Counsel

WARNER MUSIC: Recorded Music Chairman and CEO Leaves
WASHINGTON MUTUAL: Suit Over 'Fire Sale' to JPMorgan Pared
WATERLOO RESTAURANT: Committee Taps Brinkman Portillo as Counsel
WATERLOO RESTAURANT: Taps Grafe to Auction Restaurant Equipment
WATERLOO RESTAURANT: Taps Thompson Kessler to Provide CPA Services

WEST PENN ALLEGHENY: Axes Merger Plan With Highmark
WESTERLY HOSPITAL: Dept. of Health to Expedite L&Ms Application
ZUERCHER TRUST: Sec. 341 Creditors' Meeting Set for Oct. 23
ZUERCHER TRUST: Voluntary Chapter 11 Case Summary

* Truck Makers Can't Appeal Transmission Antitrust Ruling
* Failed Illinois Bank Bring Year's Total to 43

* Upcoming Meetings, Conferences and Seminars

                            *********


11850 DEL PUEBLO: Files for Chapter 11 in Los Angeles
-----------------------------------------------------
11850 Del Pueblo, LLC, filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 12-42819) in Los Angeles on Sept. 27, 2012.

The Debtor, a Single Asset Real Estate under 11 Sec. 101(51B),
owns property on 11850 Valley Boulevard, in El Monte, California.
The property, according to the schedules filed together with the
petition, is worth $9 million and secures a $17.5 million claim.

The Law Offices of Levi Reuben Uku serves as counsel to the
Debtor.

The complete schedules of assets and liabilities and the statement
of financial affairs are due Oct. 11.


11850 DEL PUEBLO: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: 11850 Del Pueblo, LLC
        11850 Valley Boulevard
        El Monet, CA 91732

Bankruptcy Case No.: 12-42819

Chapter 11 Petition Date: September 27, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Robert N. Kwan

Debtor's Counsel: Levi Reuben Uku, Esq.
                  LAW OFFICES OF LEVI REUBEN UKU
                  3540 Wilshire Boulevard, Suite 626
                  Los Angeles, CA 90010
                  Tel: (213) 385-0193
                  Fax: (213) 385-0576
                  E-mail: Levireuben@gmail.com

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

Estimated Debts: Not Stated

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

The petition was signed by Frank Rodd, managing partner.


2279-2283 THIRD: Creditors Have Until Oct. 4 to File Claims
-----------------------------------------------------------
Creditors of 2279-2283 Third Avenue Associates LLC must submit
their proofs of claim by Oct. 4, 2012, according to a notice.

2279-2283 Third Avenue Associates LLC and 2279-2283 Third Avenue
Development LLC sought Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 12-13092 and 12-13093) on July 17, 2012.  Third
Avenue Associates owns two contiguous multi residential buildings
located at 2279-2283 Third Avenue, in New York.  Third Avenue
Development is the sole member of Associates.  The Property is
Associate's primary asset, while Development's membership
interests in Associates is its sole asset.

The managing member of each of the Debtors is Michael Waldman.  He
is also the managing member of 3210 Riverdale Associates LLC and
the managing member of the sole member of 3210 Riverdale
Development LLC, other Chapter 11 proceedings currently pending
before the SDNY Court under Case Nos. 12-11286 and 12-11109.

Third Avenue Associates obtained financing from commerce bank of
$14 million and Development obtained mezzanine financing from HSBC
Capital (USA) Inc. in the amount of $6 million.  HSBC refused to
grant additional $700,000 in financing requested by the Debtor to
fund build-outs required by the Internal Revenue Service.

The Commerce note -- which was assigned to TD Bank and then to
LSV-JCR 124th LLC -- was secured by a mortgage on the Properties,
and the HSBC obligation is secured by a mortgage on Associates'
membership interest owned by Development.

The HSBC note matured in 2011 and HSBC called the loan into
default and commenced a foreclosure action.  The state court
entered an order appointing Steven Weiss as receiver of rents.
THSBC has assigned its mezzanine note to LCP-GC LLC.

On July 3, 2012, the Debtors and their two secured lenders, LSV-
JCR 124th LLC and LCP-GC LLC entered into a settlement that
requires the Debtors to transfer ownership of the buildings to the
secured lenders through a Chapter 11 plan.

Judge James Peck oversees the case.  Lawyers at Rattet Pasternak,
LLP, serve as the Debtors' counsel.


ADVANCEPIERRE FOODS: S&P Rates New $375-Mil. 2nd Lien Loan 'CCC+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Cincinnati, Ohio-based AdvancePierre Foods Inc.
The rating outlook is stable.

"In addition, we affirmed our recently assigned issue level rating
of 'B' on AdvancePierre's proposed new 4.75-year first-lien term
loan, which has been upsized to $925 million from $825 million.
The recovery rating remains '3', which indicates our expectation
for meaningful (50%-70%) recovery for lenders in the event of a
payment default. We also assigned our 'CCC+' issue level rating to
AdvancePierre's proposed new $375 million five-year second-lien
term loan. The recovery rating is '6', which indicates our
expectation of negligible (0%-10%) recovery for lenders in the
event of a payment default. At the same time, we withdrew our
ratings on AdvancePierre's previously proposed $450 million five-
year senior unsecured notes. The company's new $150 million asset-
based revolving credit facility (ABL) is unrated," S&P said.

"AdvancePierre intends to refinance its existing credit facilities
as part of a recapitalization that includes the payment of a
special dividend to shareholders. We had previously anticipated
that debt levels will increase following this recapitalization,
and this upsizing of the first-lien term loan will result in a
further nominal increase in debt of about $25 million. However,
AdvancePierre's financial maintenance covenants will be eliminated
in this proposed recapitalization, resulting in the company's
liquidity position being restored to 'adequate.' (The company's
new ABL will have a springing fixed charge covenant.) Our ratings
on AdvancePierre's existing first-lien term loan will be withdrawn
following the completion of this transaction. Our new issue
ratings are subject to review upon receipt of final
documentation," S&P said.

AdvancePierre had about $1.12 billion of total debt outstanding as
of June 30, 2012, and is expected to have about $1.35 billion
following the revised recapitalization transaction.

Key credit factors in Standard & Poor's assessment of
AdvancePierre include the company's narrow product focus,
participation in the highly competitive packaged foods industry,
exposure to volatile commodity costs, and significant exposure to
the cyclical foodservice channel. AdvancePierre Foods has a narrow
product focus as a manufacturer of differentiated value-added
protein and handheld convenience food items that it sells
primarily to foodservice distributors, schools, national accounts,
retailers, and convenience stores.

"The stable outlook reflects our anticipation that the company
will maintain adequate liquidity and that leverage will be reduced
below 6x," S&P said.

"We could consider a downgrade if the company's financial policies
become more aggressive, if leverage does not decline as expected,
if operating performance deteriorates substantially, or if
liquidity becomes constrained," said Standard & Poor's credit
analyst Jeffrey Burian. "We could consider an upgrade if
AdvancePierre's operating cash flow increases and it achieves and
sustains strengthened credit measures, including a reduction in
leverage to less than 4.5x and an increase in the ratio of funds
from operations to total debt to a range of 12% to 20%."


AMERICAN AIRLINES: Retirees Committee Wins OK for Zolfo as Advisor
------------------------------------------------------------------
The committee of AMR Corp.'s retired workers received a go-signal
to hire Zolfo Cooper, LLC as its bankruptcy consultant and
financial adviser.

Zolfo will help the retirees committee in analyzing the airline's
business plans, operating results, financial statements and other
information provided by the company.

The firm will also provide testimonies and participate in meetings
and negotiations regarding any proposed retiree benefit
modifications.

Zolfo will be paid on an hourly basis for its services and will
be reimbursed of work-related expenses.  The firm's hourly rates
range from $800 to $860 for managing directors, $245 to $780 for
professional staff, and $55 to $310 for support personnel.

The firm does not hold or represent interest adverse to AMR and
its affiliated debtors, according to a declaration by David
MacGreevey, Zolfo senior director.

                          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: 1,600 Mechanics, Clerks Seek Early Opt Out
-------------------------------------------------------------
Almost 1,600 mechanics and maintenance clerks at American Airlines
Inc. are seeking early-out payments to leave the company,
according to a September 27 report by the Associated Press.

American Airlines said it expects the employees, who could get
$12,500 to $22,500 depending on their jobs, will leave over the
next 12 months.

Another 1,200 bag handlers signed up last month for early-out
payments, which are intended to reduce layoffs, 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 ENERGY: Delays Form 10-K for Fiscal 2012
-------------------------------------------------
The American Energy Group, Ltd.'s Form 10-K for the period ended
June 30, 2012, could not be filed within the prescribed time
period due to communication delays in obtaining operations and
production updates from Hycarbex-American Energy, Inc., the
operator of the Pakistan-based Yasin Block 2768-7 petroleum
concession in which the Company holds an 18% cost-free interest in
hydrocarbon production, which is the Company's major asset.   The
operations and production information are critical to the
completion of Management's Discussion and Analysis within the Form
10-K.  Those delays could not be eliminated by the Company without
unreasonable effort or expense.  The Company expects to file the
Form 10-K on or before the extended deadline of Oct. 15, 2012.

                       About American Energy

AEG has been in the red for the past five years: It reported a net
loss of $991,784 for the year ended June 30, 2011; $942,792 in
2010; $893,196 in 2009; $932,853 in 2008; and $1,428,916 in 2007.

The Company restated its 2010 financial reports after management
discovered errors resulting in the understatement of previously
reported accrued expenses as of June 30, 2010.

Until its 2002 bankruptcy filing, AEG was an independent oil and
natural gas company engaged in the exploration, development,
acquisition and production of crude oil and natural gas properties
in the Texas gulf coast region of the United States and in the
Jacobabad area of the Republic of Pakistan.

AEG emerged from bankruptcy in January 2004 with two assets, a
non-producing 18% gross production royalty in the Yasin 2768-7
Block in Pakistan, and a non-producing working interest in an oil
and gas lease in Galveston County, Texas.  While the bankruptcy
proceedings were pending, AEG's producing oil and gas leases in
Fort Bend County, Texas were foreclosed by a secured lender.  Its
non-producing Galveston County, Texas oil and gas lease rights
were not affected by the foreclosure.

In November 2003, AEG sold the capital stock of its then existing
subsidiary, Hycarbex-American Energy, Inc., which held the
exploration license in Pakistan, to Hydro Tur (Energy) Ltd., a
company organized under the laws of the Republic of Turkey.  The
Company sold Hycarbex, which was the owner and operator of the
Yasin 2768-7 Petroleum Concession Block in the Republic of
Pakistan, to a foreign corporation, but retained an 18% overriding
royalty interest in future production.

Involuntary Chapter 7 bankruptcy proceedings (Bankr. S.D. Tex.
02-37125) were initiated against AEG on June 28, 2002, before
Judge Manuel D. Leal.  Leonard H. Simon, Esq., at Hughes Watters &
Askanase LLP, represented the petitioning creditors, who alleged
$49,981 in claims.  The case was converted to Chapter 11
proceedings in December 2002.

Pursuant to the Company's Second Amended Plan of Reorganization
which was approved by the Bankruptcy Court on Sept. 3, 2003, all
outstanding shares of common and preferred stock were cancelled
and the issuance of new shares of common stock to the bankruptcy
creditors was authorized by the Court.  AEG emerged from
bankruptcy in January 2004 with its two assets intact and with its
sole business being the maintenance and management of these
assets.

AEG had total assets of $1,927,318 and total liabilities of
$987,187 as of June 30, 2010.

The Company's balance sheet at March 31, 2012, showed $2.17
million in total assets, $205,097 in total liabilities and $1.96
million in total stockholders' equity.


AMERITYRE CORP: Recurring Losses Cue Going Concern Doubt
--------------------------------------------------------
Amerityre Corporation filed on Sept. 28, 2012, its annual report
on Form 10-K for the fiscal year ended June 30, 2012.

HJ & Associates, LLC, in Salt Lake City, Utah, expressed
substantial doubt about Amerityre's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations that have resulted in an
accumulated deficit.

The Company reported a net loss of $1.2 million on $4.4 million of
revenues in fiscal 2012, compared with a net loss of $841,133 on
$3.7 million of revenues in fiscal 2011.

The Company's balance sheet at June 30, 2012, showed $2.4 million
in total assets, $1.3 million in total liabilities and
stockholders' equity of $1.1 million.

A copy of the Form 10-K is available at http://is.gd/XY0NhV

Boulder City, Nevada-based Amerityre Corporation engages in the
research and development, manufacturing and sale of polyurethane
tires.




ARI-DFW EAST: Files for Chapter 11 in Los Angeles
-------------------------------------------------
ARI-DFW East & West 9, L.P., filed a Chapter 11 petition (Banrk.
C.D. Calif. Case No. 12-42788) in Los Angeles on Sept. 27.

The Debtor estimated assets and debts of at least $10 million.

The schedules of assets and liabilities and the statement of
financial affairs are due Oct. 11.

Eric V. Anderton and Kenneth J. Catanzarite, Esq., at Catanzarite
Law Corp., in Anaheim, serve as counsel.

According to a court filing, the law firm on Sept. 27, 2012
received $25,000 from limited liability companies that own
interest with the Debtor, as tenants-in-common, in the real
property that is now at issue in the Chapter 11 proceedings.  The
court filing said another $50,000 is owed and will be paid after
the filing of the petition for a total retainer of $75,000, which
is not property of the bankruptcy estate.

The total retainer is to be allocated $75,000 against professional
services to be rendered at the regular hourly rates of $450 per
hour for the professional services of Kenneth J. Catanzarite, $350
per hour for the professional services of an associate attorney,
and $125 per hour for legal services, and $5,000 for costs to be
incurred in the Chapter 11 proceeding.


ARI-DFW EAST: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: ARI-DFW East & West 9, L.P.
        409 N. Bushnell Avenue
        Alhambra, CA 91801

Bankruptcy Case No.: 12-42788

Chapter 11 Petition Date: September 27, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Debtor's Counsel: Eric V. Anderton, Esq.
                  CATANZARITE LAW CORPORATION
                  2331 Lincoln Avenue
                  Anaheim, CA 92801
                  Tel: (714) 520-5544
                  Fax: (714) 520-0680
                  E-mail: eanderton@catanzarite.com

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

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

The petition was signed by E. Lorelei Mooney, trusted debtor's
general partner.

Debtor's List of Its Six Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Nagle Real Estate & Investment     Trade Debt               $7,600
Advisors
23679 Calabasas Road, Suite 631
Calabasas, CA 91302

TNP Property Manager, LLC          Trade Debt               $5,885
1900 Main Street, Suite 700
Irvine, CA 92614

ABM Engineering Services           Trade Debt               $5,709
7324 SW Freeway
Houston, TX 77074

Mustang Lighting Inc.              Trade Debt                 $579

Verizon Southwest                  Trade Debt                 $235

AT&T                               Trade Debt                 $202


ASARCO LLC: Anschutz Must Face Suit Over $80-Mil. Mine Cleanup
--------------------------------------------------------------
Ama Sarfo at Bankruptcy Law360 reports that U.S. District Judge
John A. Ross on Friday ruled that Anschutz Mining Corp. must face
a suit seeking contribution for an $80 million mine cleanup levied
against Asarco LLC as part of its bankruptcy reorganization,
quashing Anschutz's second attempt to dismiss Asarco's
indemnification suit.

Bankruptcy Law360 relates that Judge Ross ruled that Asarco's
amended complaint survives because the company succeeded in
showing that Anschutz, which owned one of the southeastern
Missouri mines where Asarco allegedly polluted, had responsibility
for the mine.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005.  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ASTORIA GENERATING: Moody's Rates New $450MM Secured Loans 'B2'
---------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Astoria
Generating Company Acquisitions, L.L.C.'s (AGC) proposed $450
million of first priority senior secured credit facilities, which
include a $425 million term loan (maturing in 2018) and a $25
million working capital facility (expiring in 2017). The rating
outlook is stable.

Ratings Rationale

The B2 rating reflects the relatively high business and operating
risks associated with older, in-city generating assets along with
the level of leverage which capitalizes the project. The rating
recognizes the location of the assets within the transmission
constrained New York City Zone J market and the continuing value
that AGC receives from operating the assets. Capacity revenues
represent the largest component of AGC's cash flow, which
exhibited substantial volatility during 2011. AGC's cash flows are
considered highly merchant by Moody's. In addition to the
volatility in cash flow are the numerous operational issues that
have occurred at AGC in recent times and the continued challenges
that Moody's believes remains for maintaining availability and
performance when operating an older and less efficient generation
fleet.

The B2 rating represents a higher rating level than the ratings
assigned to the existing debt reflecting in large part regulatory
orders from the Federal Energy Regulatory Commission (FERC), which
Moody's believes improve the business prospects for AGC.
Specifically, on June 22nd, FERC issued an order requiring the New
York Independent System Operator (NYISO) to increase overall
transparency, implement consistent methodologies for "buyer-side"
mitigation, and make mitigation decisions public. Moreover, on
September 10th, FERC issued a decision requiring the NYISO to
recalculate its mitigation exemption tests on two new entrant
plants, the Astoria Energy II plant (unrelated to AGC), and the
Bayonne Energy Center, which entered the market in June 2012. In
the order, FERC requires the NYISO to recalculate the tests of
these two projects incorporating their full capital costs, among
other things. This order could potentially reverse the exemption
determination and require one or both of the competing plants to
bid into the market at a price that is not below the offer floor.
An additional factor in the rating assignment is Moody's
observation that capacity prices in Zone J have largely recovered
from their low levels that occurred during the summer of 2011 due
to an increase in the Locational Capacity Requirement (LCR) for
"in-city" generation sources to 83% from 81% in 2012 (may increase
further in 2013 to 85.4%) and the removal from the market of a
number of generation sources.

While two recent FERC decisions, the higher LCR component, and the
removal of generation have collectively stabilized the capacity
market in Zone J, the B2 rating assignment recognizes the extreme
deterioration that occurred for NYISO Zone J capacity market
auction prices during the summer of 2011. Even though actions by
AGC (as well as others) ended up being successful in arguing that
the dramatic drop in capacity prices was caused by NYISO failing
to implement buyer-side mitigation on new entrants to the market
and the addition of the Astoria Energy II plant bidding its
capacity at uneconomic prices, such events highlight the
unpredictable nature of the NYISO Zone J market, including Moody's
belief that such events could resurface at some point in the
future.

The B2 rating reflects project finance features, including a six-
month debt service reserve, and a 100% excess cash flow sweep,
allowing for significant deleveraging of the portfolio prior to
the debt's maturity in 2018 under the Moody's base case. Proceeds
will be used to refinance existing debt at AGC, which is made up
of a 1st lien term loan with about $99 million currently
outstanding ($430 million original balance), a 1st lien working
capital facility that has about $57 million currently outstanding
and a $300 million 2nd lien term loan (with the $300 million
original balance still outstanding) all of which mature in 2013.
These facilities, which are currently rated B3 on the 1st lien
facilities and Caa2 on the 2nd lien term loan, will be withdrawn
once the refinancing closes.

The stable outlook on the proposed refinancing facilities reflects
the near term visibility following recent FERC decisions,
implementation of the higher LCR component, and the removal of
generation which collectively is expected to stabilize capacity
auctions and related project cash flow.

Ratings could be upgraded if greater consistency emerged around
the implementation of regulatory rules around capacity auctions
within Zone J leading to AGC successfully achieving the expected
capacity and energy revenues and financial metrics over a
sustainable period.

Ratings could be downgraded if there is a sharp drop in capacity
prices such that it adversely impacts AGC's cash flows and
metrics. In addition, the rating could come under pressure if
there were to be another series of operational incidents at AGC's
plants that significantly reduce capacity and increase repair and
operational costs.

Astoria Generating Company Acquisitions, LLC (AGC) is a 1,732 MW
power generation portfolio in New York City, excluding 567 MW of
the mothballed Astoria Units 2 and 4. The largest plant is the 773
MW Astoria facility, which has both intermediate and peaking
units. Peaking units located in Brooklyn, at Gowanus (593 MW) and
at the Narrows (308 MW) make up the balance of the portfolio.
Astoria is a subsidiary of US Power Generating Company (US
PowerGen), which was formed in 2007.

The latest rating action on AGC occurred on August 3, 2011, when
the project was downgraded to its current ratings level.

The principal methodology used in this rating was Power Generation
Projects published in Decemeber 2008.


BASHAS INC: Repays 100% of Secured Debt, 90% of Unsecured
---------------------------------------------------------
Elliot Zwiebach at Supermarkett News reports Edward Basha, vice
president-retail operations of Bashas, said the Company has paid
100% of its financial obligations to all secured lenders and 90%
of its debt to unsecured lenders, with plans to pay the balance on
schedule by August of next year.

According to the report, Bashas' is refocusing its efforts on the
customer as the family-owned chain marks its 80-year anniversary
as a stronger company just two years after emerging from Chapter
11 bankruptcy.

The report notes Bashas' is also concentrating on elevating
service levels, focusing on perimeter departments and improving
sourcing and pricing, Darl J. Andersen, the company's president
and chief executive officer, pointed out.

                        About Bashas' Inc.

Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail
stores located throughout Arizona.  It is doing business as
National Grocery, Bashas Food, Bashas' United Drug, Food City,
Eddie's Country Store, A.J. Fine Foods, Western Produce, Bashas'
Distribution Center, Sportsman's, and Bashas' Dine.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050).
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
assisted the Debtors in their restructuring efforts.  Michael W.
Carmel, Ltd., served as the Debtors' co-counsel.  Deloitte
Financial Advisory LLP served as financial advisors.  Epiq
Bankruptcy Solutions, LLC, served as claims and notice agent.  In
its bankruptcy petition, Bashas' estimated assets and debts of
$100 million to $500 million as of the Petition Date.

Judge James M. Marlar confirmed Bashas' Chapter 11 reorganization
plan in August 2010.


BASIC ENERGY: Moody's Rates $250-Mil. Senior Unsecured Notes 'B2'
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Basic Energy
Services, Inc.'s proposed $250 million of senior unsecured notes
due 2022. Basic's existing ratings are unchanged. The outlook is
stable.

Net proceeds from the note offering will be used primarily to
refinance the company's existing $225 million 7.125% senior notes
due 2016 through a tender offer process, which was launched
simultaneously with the note transaction.

"These longer dated notes will improve Basic's debt maturity
profile," said Sajjad Alam, Moody's analyst. "The new notes will
rank pari passu with Basic's existing 7.75% notes due 2019 and
have substantially similar terms and conditions."

Issuer: Basic Energy Services, Inc.

  Assignments:

    US$250M Senior Unsecured Regular Bond/Debenture, Assigned B2

    US$250M Senior Unsecured Regular Bond/Debenture, Assigned a
    range of LGD4, 62 %

Ratings Rationale

The B1 CFR reflects Basic's scale, its broad suite of well site
service offerings, a diversified customer base, and the company's
improving financial performance. Notwithstanding its concentration
in the Permian basin, the company has a wider geographic presence
compared to smaller, regional competitors and continues to augment
its footprint in oil and liquids-rich areas, where drilling is
expected to remain most active. The rating also considers Basic's
relatively small tangible asset base, the highly cyclical nature
of the land drilling sector, the inherent volatility in its
revenues and cash flows, and the company's acquisitive nature.

The stable outlook assumes drilling activity will remain healthy
in Basic's core geographic locations and the company will not
incur any meaningful debt in 2013.

Although unlikely in 2013, the rating could be considered for an
upgrade if Basic can improve the scale and breadth of its service
offerings, achieve greater geographic diversity and maintain debt
to EBITDA below 2.0x.

A downgrade is possible if the company is unable to sustain
leverage below 3.5x.

The principal methodology used in rating Basic 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.

Headquartered in Midland, Texas, Basic Energy Services, Inc. is a
provider of onshore well site services to upstream oil and gas
companies in the United States.


BEAR STEARNS: JPMorgan Blasts NY AG 'Copycat' Lawsuit
-----------------------------------------------------
The Wall Street Journal's Dan Fitzpatrick and Jean Eaglesham
report that the office of New York Attorney General Eric
Schneiderman on Monday filed a civil lawsuit alleging widespread
fraud by J.P. Morgan Chase & Co.'s Bear Stearns Cos. unit in the
sale of residential mortgage-backed securities.  The case is the
first from a group of federal and state prosecutors and regulators
formed by President Barack Obama.

According to WSJ, a J.P. Morgan spokesman said the case, brought
under the umbrella of the Residential Mortgage-Backed Securities
Working Group, relied on "recycled claims already made by private
plaintiffs."

WSJ says the comment was a reference to similarities with a
previous lawsuit brought against J.P. Morgan and a former Bear
Stearns mortgage unit by bond insurer Ambac Financial Group Inc.
J.P. Morgan acquired Bear Stearns after the investment bank's near
collapse in March 2008.  J.P. Morgan has said the Ambac case is
without merit.

WSJ relates J.P. Morgan also raised concerns with the New York
Attorney General's office about a staff member, Karla Sanchez, who
worked on the Ambac case while with law firm Patterson Belknap
Webb & Tyler LLP.  Ms. Sanchez joined Mr. Schneiderman's staff in
January 2011 as executive deputy attorney general of economic
justice.

According to the WSJ report, one person familiar with the
discussions said that after J.P. Morgan pointed out the connection
in a meeting, Ms. Sanchez was recused from the J.P. Morgan
investigation "out of an abundance of caution."  WSJ says Ms.
Sanchez declined to comment via a spokesman for the attorney
general's office.  J.P. Morgan and Mr. Schneiderman's office
declined further comment.

The similarities with the Ambac case present a "tactical problem"
for the New York State Attorney General "in how they come across,"
WSJ quotes James Cox, a law professor at Duke University, as
saying.  "They may regret some of that copycat language."  But "I
don't see it as an ethical problem," and the repeated language
doesn't undermine the substance of the case, he added.  WSJ notes
Ambac didn't immediately respond to a request for comment.

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- was a financial services firm
serving governments, corporations, institutions and individuals
worldwide.  The investment bank collapsed in 2008 and was sold in
a distressed sale to JPMorgan Chase in a transaction backed by the
U.S. government.

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. were open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.  On July 30,
2007, the Funds filed winding up petitions under the Companies Law
of the Cayman Islands.  Simon Lovell Clayton Whicker and Kristen
Beighton at KPMG were appointed joint liquidators.  The joint
liquidators filed for Chapter 15 petitions before the U.S.
Bankruptcy Court for the Southern District of New York the next
day.  On Aug. 30, 2007, the Honorable Burton R. Lifland denied the
Funds protection under Chapter 15 of the Bankruptcy Code.


BIG SANDY: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Big Sandy Holding Company
        1726 Hover Street
        Longmont, CO 80501

Bankruptcy Case No.: 12-30138

Chapter 11 Petition Date: September 27, 2012

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Michael J. Pankow, Esq.
                  BROWNSTEIN HYATT FARBER SCHRECK, LLP
                  410 17th Street, 22nd Floor
                  Denver, CO 80202
                  Tel: (303) 223-1100
                  Fax: (303) 223-1111
                  E-mail: mpankow@bhfs.com

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

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

The petition was signed by Dan Allen, chairman/CEO/president.

Debtor's List of Its Four Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Horizon Cap I Big Sandy            Subordinated Debt   $11,755,088
Holding Company                    Securities
Subordinated Debt Securities
Wells Fargo Bank N.A.
Trustee
919 N. Market Street, Suite 1600
Wilmington, DE 19801

Horizon Cap III Big Sandy          Subordinated Debt   $11,486,901
Holding Company                    Securities
Subordinated Debt Securities
Wells Fargo Bank N.A.
Trustee
919 N. Market Street, Suite 1600
Wilmington, DE 19801

Horizon Cap II Big Sandy           Subordinated Debt   $10,524,166
Holding Company                    Securities
Subordinated Debt Securities
Wells Fargo Bank N.A.
Trustee
919 N. Market Street, Suite 1600
Wilmington, DE 19801

Horizon Sandy Holding Company      Subordinated Debt   $10,238,839
Subordinated Debt Securities       Securities
Wells Fargo Bank N.A.
Trustee
919 N. Market Street, Suite 1600
Wilmington, DE 19801


BIONICARE MEDICAL: Trustee Asks High Court to Police CMS Payments
-----------------------------------------------------------------
Jeff Overley at Bankruptcy Law360 reports that BioniCare Medical
Technologies Inc.'s bankruptcy trustee is asking the U.S. Supreme
Court to police Medicare's case-by-case payment decisions, saying
the Fourth Circuit improperly endorsed an inconsistent policy that
covers electrical stimulation treatment for some arthritis
patients but refuses reimbursement for others facing identical
symptoms.

According to Bankruptcy Law360, the Sept. 21 petition from Monique
D. Almy, trustee for BioniCare Medical, said the government health
plan paid 75,000 claims in recent years before abruptly beginning
to reject certain submissions without explanation.


BOART LONGYEAR: S&P Affirms 'BB-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Salt Lake City, Utah-based Boart Longyear Ltd. (BLY) to stable
from positive. "At the same time, we affirmed all ratings on BLY,
including the 'BB-' corporate credit rating," S&P said.

"The rating affirmation and outlook revision follows BLY's
recently announced lower guidance for 2012 EBITDA, which we
believe will lead to negative free operating cash flow and
increased borrowings on its revolving credit facility," said
credit analyst Megan Johnston. "BLY now believes that the major
mining companies will pare back on their exploration drilling
budgets in the second half of the year due to shareholder pressure
to preserve capital. The difficulty that mid-tier, or junior,
mining companies have in raising equity capital will provide
further pressure on exploration spending."

"The rating outlook is stable, reflecting our view that lower
exploration spending will lead to increased revolver borrowings
and reduced, albeit adequate, liquidity for BLY, in light of
higher capital expenditures and working capital spending. Still,
we expect credit measures to remain good for the 'BB-' rating and
significant financial risk profile, with debt to EBITDA below 2x
and FFO to total debt of around 50%," S&P said.


BROADWAY FINANCIAL: Posts $1.7-Mil. Net Earnings in 2nd Quarter
---------------------------------------------------------------
Broadway Financial Corporation reported net earnings of $1.69
million on $5.18 million of total interest income for the three
months ended June 30, 2012, compared with a net loss of $1.72
million on $6.47 million of total interest income for the same
period during the prior year.

The Company reported net earnings of $1.85 million on $10.67
million of total interest income for the six months ended June 30,
2012, compared with a net loss of $1.85 million on $13.05 million
of total interest income for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $390.93
million in total assets, $371.26 million in total liabilities and
$19.66 million in total shareholders' equity.

Chief Executive Officer, Wayne Kent Bradshaw stated, "Our results
for the first half indicate that we are making progress in
improving our portfolio, and building our capital.  In addition,
with the forthcoming filing of our Form 10Q for the second
quarter, we will be current with our filings, which will assist us
in executing our previously announced Recapitalization Plan.
Also, I am pleased to state that as of June 30th, the Bank's Total
Risk-Based Capital ratio was 13.34% and its Core Capital and
Tangible Capital ratios were 8.57%."

A copy of the press release is available for free at:

                        http://is.gd/gREhSj

                      About Broadway Financial

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

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

                           Going Concern

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

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

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

                         Bankruptcy Warning

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


CAPABILITY RANCH: Case Summary & 10 Unsecured Creditors
-------------------------------------------------------
Debtor: Capability Ranch, LLC
        fdba Monroe Property Company, LLC
        1350 E. Flamingo Road, #416
        LAS VEGAS, NV 89119

Bankruptcy Case No.: 12-21121

Chapter 11 Petition Date: September 27, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Thomas H. Fell, Esq.
                  GORDON SILVER
                  3960 Howard Hughes Parkway, 9th Floor
                  Las Vegas, NV 89169
                  Tel: (702) 796-5555
                  Fax: (702) 369-2666
                  E-mail: tfell@gordonsilver.com

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

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

The petition was signed by David E. Lipson, president of Precision
Plus, Inc., manager of debtor.

Debtor's List of Its 10 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Christian Samson and Jones         Vendor                  $75,000
310 W. Spruce Street
Missoula, MT 59802

Stewart Title Company              Vendor                  $35,290
320 West Broadway Street
Missoula, MT 59802

Lonetree Construction              Vendor                  $22,000
1404 Waverly Street
Missoula, MT 59802

Cigna                              Vendor                  $11,000

Principal Financial Group          Vendor                   $4,500

Lakeland Feed                      Vendor                   $4,200

High Mountain Enterprises, Inc.    Vendor                   $3,000

Foley Group                        Vendor                   $2,000

NC Design                          Vendor                   $1,500

Blackfoot Feed and Supply          Vendor                   $1,200


CARDICA INC: Ernst & Young Raises Going Concern Doubt
-----------------------------------------------------
Cardica, Inc., filed on Sept. 28, 2012, its annual report on Form
10-K for the fiscal year ended June 30, 2012.

Ernst & Young LLP, in Redwood City, California, expressed
substantial doubt about Cardica's ability to continue as a going
concern.  The independent auditors noted that of the Company's
working capital and recurring losses from operations.

The Company reported a net loss of $13.6 million in fiscal 2012,
compared with a net loss of $3.5 million in fiscal 2011.

Net revenue decreased $9.6 million, or 72%, to $3.7 million in
fiscal year 2012 compared to $13.2 million in fiscal year 2011.

The Company's balance sheet at June 30, 2012, showed $18.1 million
in total assets, $6.8 million in total liabilities, and
stockholders' equity of $11.3 million.

A copy of the Form 10-K is available at http://is.gd/ZC3c6s

Redwood City, Calif.-based Cardica, Inc., designs and manufactures
proprietary stapling and anastomotic devices for cardiac and
laparoscopic surgical procedures.


CENTRAL TEXAS REGIONAL: Moody's Keeps 'Ba1' Subordinate Ratings
---------------------------------------------------------------
Moody's Investors Service maintains a Baa3 on the senior lien
revenue Bonds and a Ba1 on the subordinate lien (third lien)
revenue bonds of the Central Texas Regional Mobility Authority
(CTRMA or authority). The rating outlook is stable.

Ratings Rationale

The Baa3 rating is based on adequate forecasted coverage of debt
service by pledged revenues; reasonable traffic and revenue growth
assumptions for a growing highly rated-rated service area; a fixed
price construction contract for a new expansion project (Manor
Expressway, 290); standard legal covenants and an adopted toll
plan of annual CPI-U indexed-based toll rate increases starting in
FY 2013 through 2035. These factors help mitigate construction and
ramp-up risks associated with the 290 project which nearly doubled
outstanding debt. Available capitalized interest of $35.5 million;
debt service reserve funds (DSRFs) and Texas Department of
Transportation (TxDOT) provide credit strength.

Strengths

* Both phases of the 183A project have been completed on
   schedule and within budget, though the 290 remains under
   construction until February 2014; however no tolling is
   assumed until January 2015

* Project service area is rapidly growing suburban area north
   and east of City of Austin with relatively stable economy
   anchored in state government, higher education, healthcare and
   high technology industries

* The 183A and 290 toll road will provide significant travel
   time savings due to heavily congested non-toll frontage road
   alternatives-all with traffic signals

* Reasonable traffic and revenue growth assumptions based on
   lower than historic population and employment growth rates in
   service area provide ample projected debt service coverage

* Total debt service gradually escalates to peak in 2027, then
   levels off

* Satisfactory legal covenants include cash funded reserves for
   both senior and subordinate lien bonds, though not available
   for TIFIA loan

* CTRMA has rate-setting autonomy and toll rates are to be
   increased annually based on the annual change in CPI-U
   starting in 2013

* Healthy cash position with board target of one year of
   operations in unrestricted balances

Challenges

* Traffic and revenue were lower than forecasted in FY 2011 and
   2012 due to a slowdown in service area construction, including
   two feeder roads at northern end of 183A that have not been
   completed

* Some construction risk for 290 Manor Expressway project,
   though substantially mitigated by design-build construction
   contracts; acquisition of nearly all right-of-way (ROW) and
   project contingencies

* Limited history of tolling in the Central Texas area, though
   thus far actual performance in line with forecast

* Parallel frontage roads will remain open and non-tolled for
   both 183A and 290, but have many traffic lights

* Authority has been identified as lead agency to develop new
   transportation projects in the service area, which could add
   debt to the balance sheet

* Regional economy has experienced a slowdown, affecting high
   tech industries in particular, though Austin area is
   recovering faster than many areas and unemployment rate of
   5.9% is lowest level since 2008 and below both state and
   national levels

Outlook

The rating outlook is stable at Baa3 for the senior bonds and Ba1
for the subordinate bonds through the on-going construction of the
290 toll road. Capitalized interest is available through the
construction period and current balances are $35.5 million.

What Could Change The Rating - UP

The bond rating could be positively impacted by traffic and
revenue that exceeds the base case forecast beyond the ramp-up
period, and provides higher than forecasted debt service coverage.
Completion of the 290 project ahead of schedule and below budget
also could have a positive impact on the rating.

What Could Make The Rating Go - DOWN

The rating could be pressured downward by recurrence of economic
downturn in the service area economy that would depress projected
traffic and revenue growth significantly below forecasts and
reduce DSCR below 1.5 times for senior bonds and below 1.2 times
for subordinate bonds. The rating could also face downward
pressure from the addition of a large amount of debt for new
projects that are not fully supported by new revenues.

The principal methodology used in this rating was Moody's Rating
Methodology for State and Local Government-Owned Toll Facilities
in the United States in March 2006.


CENTURYLINK INC: S&P Gives 'BB' Rating on Proposed Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '4' recovery rating to Monroe, La.-based incumbent
telephone company CenturyLink Inc.'s proposed senior notes due
2023 and 2043 (undetermined amount). The '4' recovery rating
indicates expectations for average (30%-50%) recovery in the event
of payment default.

"The company intends to use the net proceeds to redeem $550
million aggregate amount of Qwest Communications International
Inc.'s (QCII) senior notes due 2015 and repurchase all $800
million of its senior notes due 2018. As a result of this
transaction, there will be no more remaining debt at QCII," S&P
said.

"The 'BB' corporate credit rating on CenturyLink is unchanged and
the outlook remain stable as the transaction is unlikely to have
an impact on the company's credit measures, including leverage,
which was about 3.3x on a pro forma basis as of June 30, 2012,"
S&P said.

The ratings on CenturyLink reflect a business risk profile
assessment of "fair" and a financial risk assessment of
"significant." "Key business risk factors include our expectation
that revenues will continue to decline because of competition in
its core consumer wireline phone business from cable telephony and
wireless substitution, which contributed to access-line losses
of about 6.1% during the second quarter of 2012, year over year,
pro forma for the Qwest acquisition although access-line trends
have shown steady improvement since the acquisition closed. We
also consider the company's financial policy aggressive, with a
substantial shareholder dividend payout, which limits debt
reduction. Debt to EBITDA was about 3.3x as of June 30, 2012, pro
forma for acquisitions and including our adjustments for operating
leases and postretirement liabilities. We expect leverage to
remain in the low- to mid-3x area over the next few years," S&P
said.

"Tempering factors in the business risk assessment include good
scale and a favorable market position as the third-largest ILEC in
the U.S.; solid operating margins and free operating cash flow
generation; and modest growth in high-speed data services, which
helps mitigate revenue declines from access-line losses," S&P
said.

RATINGS LIST

CenturyLink Inc.
Corporate Credit Rating               BB/Stable/--

New Ratings

CenturyLink Inc.
Proposed sr nts due 2023 and 2043     BB
   Recovery Rating                     4


CHRIST HOSPITAL: U.S. Trustee Wants Inquiry on Sale
---------------------------------------------------
Christ Hospital may have been the subject of a bankruptcy auction
that one of the buyers allegedly tried to "fix," according to a
filing in bankruptcy court by the U.S. Trustee, reports Bill
Rochelle, the bankruptcy columnist for Bloomberg News.

According to the report, the hospital was sold in July to Hudson
Hospital Holdco LLC from Philadelphia under a contract calling for
$29.5 million in cash, the cost of curing defaults on contracts,
plus $3.5 million paid to the Pension Benefit Guaranty Corp.  The
U.S. Trustee in New Jersey said in a Sept. 28 bankruptcy court
filing that she received a copy of an e-mail written by Warren
Martin, a bankruptcy lawyer for Christ Hospital.  As quoted by the
U.S. Trustee, Mr. Martin's e-mail says that an unidentified person
from Community Healthcare Associates LLC, the unsuccessful bidder
at the auction, told Mr. Martin he would be sued for $4.5 million
because he "didn't 'fix' the Christ Hospital auction" in Community
Healthcare's favor.

The report relates that the statement was "clearly a lie," David
Mazie from Mazie Slater Katz & Freeman LLP said in an interview.
Mazie represents Community Healthcare.  "It was an outrageous
e-mail that was sent by Mr. Martin, and we are in the process of
filing a defamation action against Mr. Martin and his firm," Mr.
Mazie said.  "We expected this action by Mr. Mazie," said Karen
Kessler, a spokeswoman for Martin's law firm Porzio Bromberg &
Newman PC.  "We will address all allegations in due course and in
the appropriate forum," she said in an interview.

The report notes that the U.S. Trustee, the bankruptcy watchdog
for the Justice Department, had the bankruptcy judge in Newark,
New Jersey, schedule an Oct. 10 hearing to consider appointing an
examiner to conduct an investigation.  She wants the examiner to
look into whether the auction was open and fair, whether "any
party acted improperly," and whether any professional "failed to
report misconduct in connection with the sale process."

The Bloomberg report discloses that the eventual buyer, Hudson, is
a for-profit hospital operator that owns the Hoboken Medical
Center and the Bayonne Medical Center, both in New Jersey.

                       About Christ Hospital

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

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

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

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

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

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

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


CIRCUS AND ELDORADO: Wants Plan Exclusivity Until January
---------------------------------------------------------
Circus and Eldorado Joint Venture, et al., ask the U.S. Bankruptcy
Court District of Nevada to extend their exclusive period to file
and solicit acceptances for the proposed plan of reorganization
until Jan. 14, 2013, and March 13, 2013, respectively.

The initial exclusivity period of the Debtors will expire on
Nov. 12, 2012.  The Debtor relates that the Court already has
scheduled a hearing to consider confirmation of the Debtors'
proposed plan of reorganization for Oct. 22 and 23, 2012.  Given
that the confirmation hearing is scheduled to occur in late
October, the Debtors seek an extension out of an abundance of
caution to prevent any short-term delay that may arise in the
cases from upsetting the Debtors' nearly complete confirmation
process.

A hearing on Oct. 22, at 9:30 a.m., has been set.

                     About Circus and Eldorado

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

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

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

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

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

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

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

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

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

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

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

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


CONSOLIDATED TRANSPORT: Hiring O'Keefe as Financial Advisors
------------------------------------------------------------
Consolidated Transport Systems, Inc., et al., ask the U.S.
Bankruptcy Court for the Northern District of Indiana for
authority to employ O'Keefe & Associates Consulting, LLC, as
financial advisors, nunc pro tunc to the Petition Date.

O'Keefe will provide these services:

  (a) Develop cash flow and other analysis required during the
      administration of Chapter 11 cases;

  (b) Review ongoing operations and debt structure, including
      issues causing cash shortfalls and supplier risks related to
      operations;

  (c) Evaluate quality of earnings and cash/borrowing capacity
      related to operations during slower periods;

  (d) Work closely with Debtors' management and legal counsel to
      determine best course(s) of action;

  (e) Testify in support of cash projections and plan of
      restructuring as required; and

  (f) Perform other duties as may be requested.

To the best of the Debtors' knowledge, O'Keefe does not have any
relevant connection with the Debtors, their creditors, any other
party-in-interest, their respective attorneys and accountants, the
United States Trustee, or any person employed in the office of the
United States Trustee.

O'Keefe's hourly fees range from $90 for paraprofessionals), $180
to $275 for associates, and $300 to $320 for directors.  Brad
Coulter will be the director leading the O'Keefe engagement and
his rate is $310.

O'Keefe received a $20,000 retainer from the Debtors prior to the
start of the cases.  Approximately $3,000 is due O'Keefe for pre-
bankruptcy work which has not been paid at the time of the
commencement of the cases.

                   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, in Indianapolis, Indiana, serve as the Debtors'
counsel.  The petition was signed by Jeffrey T. Gross, president.


CONSOLIDATED TRANSPORT: Tandem Eastern Files Schedules of Assets
----------------------------------------------------------------
Tandem Eastern, Inc., filed with the U.S. Bankruptcy Court for the
Northern District of Indiana its schedules of assets and
liabilities, disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------               --------        -----------
  A. Real Property                        $0
  B. Personal Property               $40,652
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $19,004
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $37,115
                                    --------      -----------
        TOTAL                        $40,652          $56,119

                   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, in Indianapolis, Indiana, serve as the Debtors'
counsel.  The petition was signed by Jeffrey T. Gross, president.


CONSOLIDATED TRANSPORT: Files Schedules of Assets and Liabilities
-----------------------------------------------------------------
Consolidated Transport Systems, Inc., filed with the U.S.
Bankruptcy Court for the Northern District of Indiana its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $17,207,923
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,840,939
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $305,341
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $413,653
                                 -----------      -----------
        TOTAL                    $17,207,923      $11,559,933

Affiliate, Tandem Eastern, Inc., disclosed $40,652 in assets and
$56,119 in liabilities.

                   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, in Indianapolis, Indiana, serve as the Debtors'
counsel.  The petition was signed by Jeffrey T. Gross, president.


CORD BLOOD: Authorized Capital Stock Hiked to 895 Million Shares
----------------------------------------------------------------
Cord Blood America, Inc.'s Amended and Restated Articles of
Incorporation were amended to increase authorized capital stock to
895,000,000 shares, consisting of 5,000,000 shares of Preferred
stock, par value $0.0001, and 890,000,000 shares of Common Stock,
par value $0.0001.

These amendments were adopted by the Company's Board of Directors
on July 11, 2012, and the Company's shareholders at a Special
Meeting of Shareholders called for this purpose on Sept. 25, 2012.

A copy of the Articles of Amendment, as amended, is available for
free at http://is.gd/CBFqcU

                     About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

After auditing the 2011 results, Rose, Snyder & Jacobs, LLP, in
Encino, California, expressed substantial doubt substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has sustained
recurring operating losses, continues to consume cash in operating
activities, and has insufficient working capital and an
accumulated deficit at Dec. 31, 2011.

Cord Blood reported a net loss attributable to the Company of
$5.97 million in 2011, compared with a net loss attributable
to the Company of $8.09 million in 2010.

The Company's balance sheet at June 30, 2012, showed $7.44 million
in total assets, $6.76 million in total liabilities and $682,107
in total stockholders' equity.


CROWN CASTLE: T-Mobile Acquisition No Impact on Moody's 'Ba2' CFR
-----------------------------------------------------------------
Moody's Investors Service said Crown Castle International Corp.'s
("CCIC") Ba2 Corporate Family Rating (CFR) and stable outlook are
not affected by the recent announcement that CCIC has agreed to
acquire the rights to lease and operate approximately 7,180 towers
from T-Mobile USA, Inc. (a subsidiary of Deutsche Telekom, AG) for
$2.4 billion in cash.

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

With headquarters in Houston, Texas, Crown Castle International
Corp., through its wholly-owned operating subsidiaries, is the
largest independent operator of wireless tower assets in the
United States. The firm derives approximately 88% of its revenue
by leasing site space on its approximately 24,315 towers and
distributed antenna systems ("DAS") networks in the US and
Australia to wireless service providers, with the remaining
revenue derived from its services business, which provides network
services relating to sites or wireless infrastructure for
customers.


DELTA AIR: Moody's Rates New Sr. Secured Credit Facilities 'Ba2'
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family, B2
Probability of Default and SGL-2 Speculative Grade Liquidity
ratings assigned to Delta Air Lines, Inc. Moody's assigned a Ba2
rating to the new $1.7 billion first lien senior secured credit
facility that Delta plans to arrange. Moody's also raised its
rating on the G1-tranche of Delta's 2002-1 Enhanced Equipment
Trust Certificate ("EETC") one notch to Ba1. The outlook is
stable.

Assignments:

  Issuer: Delta Air Lines, Inc.

    Senior Secured Bank Credit Facility, Assigned Ba2, LGD 2, 18%

Upgrades:

  Issuer: Delta Air Lines, Inc.

    Senior Secured Enhanced Equipment Trust Jul 2, 2024, Upgraded
    to Ba1 from Ba2

  Issuer: Clayton County Development Authority, GA

    Senior Unsecured Revenue Bonds, Upgraded to a range of LGD5,
    73 % from a range of LGD5, 75 %

Ratings Rationale

The new credit facility will consist of a $450 million revolver
due in 2017, a $1.0 billion term loan due in 2018 and a $250
million term loan due in 2016. Certain route authorizations,
takeoff and landing slots and gate leaseholds that Delta uses for
its trans-Pacific operations will secure its obligations under the
new credit facility. Delta's direct and indirect subsidiaries will
guarantee its obligations under the new facility. Each of the term
loans will amortize at one percent per annum, paid on a quarterly
basis. The covenant package, including Fixed Charge coverage,
Minimum Liquidity and Collateral Coverage financial covenants,
will mirror that of the existing Pacific route collateral
financings. The proceeds of the new credit agreement will
refinance the company's existing $246 million Pacific Routes Term
Loan, $600 million Senior Secured 1st Lien Notes and $306 million
Senior Secured 2nd Lien Notes, which are secured by the same
Pacific route collateral. Moody's will withdraw its ratings of
these obligations upon their payoff at the conclusion of the
refinancing.

The upgrade of the rating of the G1-tranche of the 2002-1 EETC
follows an about 20 point improvement in Moody's estimate of loan-
to-value after the recent maturity of the G-2 tranche of this
financing. Fifteen aircraft, a mix of B767-300ERs, B767-400ERs and
one B757-200, have been released from the collateral of this
transaction. Seventeen B737-800s secure the remaining G-1 tranche.
The improvement in the LTV occurred following the payoff of the G-
2 tranche because the B737-800 has better retained its value
relative to that of the other aircraft types that had comprised
the collateral for this transaction.

The B2 corporate family rating reflects Delta's leading position
in the global passenger airline sector and key credit metrics that
approximate the medians of the B2 rating category. Moody's
believes that Delta will maintain profitability in 2012,
notwithstanding potential pressure on demand because of increasing
uncertainty in the global economy and the still elevated cost of
jet fuel. Steady demand in premium cabins, ongoing industry
capacity discipline and Delta's significant trans-Pacific
operations should help yields grow modestly ahead of costs. Good
liquidity, in excess of $5 billion including $1.8 billion of
revolving credit facilities, and a manageable debt maturity
profile support the B2 rating and the SGL-2 speculative grade
liquidity rating. The ratings also anticipate ongoing generation
of positive free cash flow, which the company will apply to debt
reduction as it marches towards its $10 billion net debt target.

The stable outlook reflects Moody's belief that Delta can maintain
its credit metrics and liquidity at levels supportive of the B2
rating. Despite an uncertain outlook for U.S. and global economic
activity, Moody's does not anticipate significant pressure on
passenger demand or credit metrics in the near term. Moody's
believes growth in revenue per available seat mile ("RASM") can at
least keep pace with growth in non-fuel costs per available seat
mile. Moody's also believes that an increase in the un-hedged,
market price per gallon of jet fuel above the current level of
about $3.25 is not likely sustainable over an extended period.
This is based partly on Moody's June 2012 update to its industry
outlook for the Global Independent Exploration and Production
industry, which indicates a per barrel price range for Brent of
$95 to $100 for its full-year, base line oil pricing assumptions
for 2012 and for 2013. Delta's focus on reducing funded debt
should help mitigate any pressure on leverage and coverage metrics
should operating profit decline with weaker economic activity.
Lowering funded debt will also help mitigate potential pressure on
leverage should Delta use new debt to fund deliveries of the 100
B737-900ERs that begin in the second half of 2013 or because of
higher adjusted debt from the deliveries of the 88 B717s to be
sub-leased from Southwest Airlines Co., also starting later in
2013.

Sustained improvement in credit metrics despite economic headwinds
while funding aircraft deliveries could lead to a positive
outlook. Moody's would look for Debt to EBITDA to be sustained
below 5.0 times, Funds from Operations + Interest to Interest that
approaches 3.0 times and an EBITDA margin sustained above 15%.
Annual free cash flow sustained above $1.5 billion after
investment in fleet renewal could also lead to a positive rating
action.

The outlook could be changed to negative if Delta was no longer
able to pass along higher fuel costs to customers through fare
increases, leading to declining margins or operating losses. A
decrease in demand and/or an increase in the competitive
environment because of unexpected increases in industry capacity
could also be detrimental to the company's credit profile, as well
as those of its peers. Debt to EBITDA that remained above 7.0
times, Funds from Operations + Interest to Interest that remained
below 2.2 times or an EBITDA margin sustained below 13% could lead
to a negative rating action as could the decision to hold less
than $3.0 billion of unrestricted cash.

The principal methodology used in rating Delta Air Lines, Inc was
the Global Passenger Airlines Industry Methodology published in
March 2009 and Enhanced Equipment Trust And Equipment Trust
Certificates

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.

Delta Air Lines, Inc., headquartered in Atlanta, Georgia, is one
of the world's largest airlines, providing scheduled air
transportation for passengers and cargo throughout the U.S. and
around the world.


DELTA AIR LINES: S&P Gives 'B+' Rating on $1.7BB Bank Facilities
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue rating
and '2' recovery rating to Delta Air Lines Inc.'s $1 billion six-
year B-1 term loan, a $250 million 3.5-year B-2 term loan, and a
$450 million five-year revolver. The '2' recovery rating indicates
our expectation of substantial (70%-90%) recovery in a payment
default scenario. "We also raised our issue rating on the $64.985
million Series 2009A and $60.015 million Series B Development
Authority of Clayton County (Georgia) Special Facilities Revenue
Bonds (Delta Air Lines Inc. Project) to 'B-' from 'CCC+'. The 'B'
corporate credit rating and positive outlook remain unchanged,"
S&P said.

"Our 'B+' issue rating and '2' recovery rating are each one notch
lower than the 'BB-' issue rating and '1' recovery rating on debt
that Delta's Pacific routes currently collateralize. This is
mostly because the total amount of debt (which includes, in
addition to the newly issued debt, $250 million of new other
financing, not yet described further, and an assumed $125 million
of hedging-related liabilities) is more than the obligations that
the routes currently secure," said Standard & Poor's credit
analyst Philip Baggaley. "The total obligations, pro forma for the
new financings are $2.1 billion, compared with $1.75 billion
currently. Furthermore, the existing debt consists of about $1.45
billion of senior debt and hedging obligations, and $306 million
of second-lien debt. The collateral consists of Delta's Pacific
international route authorities from the U.S. to Japan, China,
Hong Kong, Korea, Australia, and other countries in or bordering
the Pacific Ocean. Also included are related take-off and landing
slots (except at John F. Kennedy Airport in New York) and gate
leasehold interests at U.S. and overseas airports needed to
operate the Pacific network."

"We do not rate any of Delta's senior unsecured debt. However, we
do rate certain airport revenue bonds that are secured only by
payments from Delta (and not by any collateral or leasehold
interest in the related airport facility), and which we treat as
equivalent to senior unsecured debt. Our modeling of a Delta
default scenario resulted in an estimated recovery to senior
unsecured claims in the 10%-30% range, consistent with a '5'
recovery rating. The change is due mainly to Delta's debt paydown.
Although we do not assign recovery ratings to airport revenue
bonds of the type, we rate them at a level consistent with where
we would rate senior unsecured debt. Accordingly, we are raising
our issue rating on the $64.985 million Series 2009A and $60.015
million Series B Development Authority of Clayton County (Georgia)
Special Facilities Revenue Bonds (Delta Air Lines Inc. Project) to
'B-' from 'CCC+'," S&P said.


DEWEY & LEBOEUF: Sued by Former Client to Return Unused Retainer
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that defunct Dewey & LeBoeuf LLP was sued by one of its
former clients and is facing opposition to payment of a $165,000
bonus to finance director Frank Canellas.  The lawsuit by former
client Entegra Power Group LLC raises interesting issues regarding
the status of retainers.  Entegra Power was known as Union Power
Partners LP when Dewey was engaged as special counsel during the
company's Chapter 11 reorganization completed in 2005.  Dewey was
paid a $300,000 retainer.

According to the report, Entegra Power said in the lawsuit filed
last week in bankruptcy court in New York that it paid all of
Dewey's fees.  Asked to return the retainer after bankruptcy, the
firm said it hadn't been segregated.  Consequently, Dewey says the
former client has nothing more than an unsecured claim.  Entegra
Power contends the firm violated fiduciary duties by not
segregating the retainer.  The company wants the bankruptcy judge
to impose a constructive trust on Dewey funds so the retainer can
be repaid in full.

The report relates that the U.S. Trustee and the official
committee for former partners are both opposing payment of a
$165,000 bonus to Canellas.  If paid, Canellas will have received
$665,000 in 2012, an amount the committee said would be
"excessive" even if Dewey were an operating firm.  Dewey contends
that the proposed bonus is being paid in the ordinary course of
business and doesn't require court approval.

The report notes that the U.S. Trustee and the partners' committee
both contend Canellas is a senior executive and cannot be paid a
bonus for remaining with the firm.  The issue will be presented to
the bankruptcy judge for approval at an Oct. 4 hearing.  The court
previously approved other bonuses.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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


DRIVE THIS!: Lynyrd Skynyrd Band Addresses Bankruptcy Filing
------------------------------------------------------------
Jeff Giles at Ultimate Class Rock reports the Lynyrd Skynyrd band
addressed its culinary namesake's bankruptcy in a press release,
saying, "Although Lynyrd Skynyrd was not the proprietor of the
restaurant, the band licensed their name and likeness for the 'BBQ
and Beer style' concept.  Unfortunately, the project was launched
during a downturn in the economy."  While pointing out that "the
band was not involved in the day-to-day operations of the
property," the statement added, "the band and management are very
disappointed the venture did not have a positive result."

According to the report, Lynyrd Skynyrd BBQ & Beer's failure is
somewhat puzzling, given the success enjoyed by other classic
rockers' business ventures in the area.  The numbers don't lie,
the report says, citing the Wall Street Journal.  Skynyrd's eatery
had "fewer than $50,000 in assets" at the time of its filing.

Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review,
reports that Drive This! Entertainment -- owner of Lynyrd Skynyrd
BBQ & Beer in partnership with Lynyrd Skynyrd band, and another
restaurant called American Burger Works -- closed the restaurants
without notice to employees on Sept. 26 and filed for Chapter 11
bankruptcy.


DYNEGY HOLDINGS: Implements Merger and Reorganization Plan
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that power producer Dynegy Holdings LLC said it was
implementing the bankruptcy reorganization plan Oct. 1 that the
U.S. Bankruptcy Court in Poughkeepsie, New York approved with a
Sept. 10 confirmation order.

According to the report, the direction of Dynegy Holdings'
bankruptcy changed in March when examiner Susheel Kirpalani, Esq.,
issued a report saying that an out-of-court restructuring last
year included fraudulent transfers with actual intent to hinder
and delay creditors of subsidiaries of parent Dynegy Inc.
Changing role to that of mediator, Mr. Kirpalani persuaded the
contending factions to settle.

The report relates that the settlement, carried out through the
plan, gave Dynegy Holdings creditors 99% of the stock following a
merger with parent Dynegy Inc., which filed its own Chapter 11
petition later.  The merger was completed on Sept. 30, Dynegy said
in a regulatory filing.  The other 1% of the stock was for
shareholders of parent Dynegy Inc.

The report notes that disclosure materials told unsecured
creditors of Dynegy Holdings with claims totaling about
$4.2 billion they could expect a recovery between 59% and 89%.
The $1.05 billion in 8.375% senior unsecured notes of Dynegy
Holdings LLC last traded on Sept. 28 for 57.25 cents on the
dollar, according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.

                           About Dynegy

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.


DYNEGY POWER: Moody's Raises Probability of Default Rating to B2
----------------------------------------------------------------
Moody's Investors Service upgraded its Probability of Default
Rating (PDR) for Dynegy Power, LLC (GasCo) to B2 from Caa1 and
changed the company's rating outlook to positive from stable.
Concurrently, Moody's affirmed the ratings of GasCo, including the
B2 Corporate Family Rating and the B2 rating on the company's
senior secured term loan, and assigned a Speculative Grade
Liquidity Rating of SGL-3.

Ratings Rationale

"The rating action was driven by the emergence of Dynegy, Inc.
(Dynegy: not rated), GasCo's ultimate parent company, from
bankruptcy protection," said Moody's Vice President Scott Solomon.
"While GasCo was not a party to the bankruptcy proceedings,
Dynegy's emergence as one of the least levered unregulated power
companies improves GasCo's competitive position and is a direct
driver for the change in its rating outlook to positive from
stable," added Solomon.

Dynegy Holdings, LLC (DH: not rated) and four of its wholly-owned
subsidiaries filed for bankruptcy protection in November 2011.
Dynegy Inc. filed for bankruptcy protection in July 2012. GasCo
and an affiliate subsidiary, Dynegy Midwest Generation LLC
(CoalCo: not rated), however, did not seek protection and remained
current with all requirements during their parents' proceedings.

Among other things, the bankruptcy proceedings caused the
conversion of approximately $4.2 billion of general unsecured
claims against DH into common equity of reorganized Dynegy,
eliminating all prior debt obligations and long-term lease
obligations of Dynegy and its debtor subsidiaries. Debt
obligations within the Dynegy family are currently limited to
approximately $1.7 billion: about $1.1 billion at GasCo and the
remainder at CoalCo.

While the elimination of $4.2 billion of senior unsecured claims
against its parent is a positive for GasCo, current market
conditions, specifically low power prices and a general reduction
in electric demand create headwinds for an immediate improvement
in GasCo's ratings. GasCo's financial performance for the six
months period ended June 30, 2012 was weak due in part to
settlements of legacy commercial positions. According to Moody's
calculations, GasCo generated cash flow from operations before
changes in working capital (CFO pre-WC) of approximately -$20
million, an amount which Moody's expects to improve over the near-
term. Moody's would need to see key financial metrics of CFO pre-
WC to debt and interest coverage in excess of 8% and 1.8 times,
respectively, on a sustainable basis to consider an upgrade at the
GasCo level.

GasCo's speculative grade liquidity rating of SGL-3 reflects
Moody's expectation that the company will maintain an adequate
liquidity profile over the next 4-quarter period as a result of
the maintenance of adequate cash balances offset by the lack of an
external committed source for liquidity. Moody's estimates that
upon emergence, GasCo will have approximately $80 million in
unrestricted and $475 million in restricted cash, while its direct
parent, Dynegy Gas Investments Holdings, LLC, will have an
incremental unrestricted cash balance of approximately $120
million. These amounts compared to $80 million, $479 million and
$306 million, respectively, at July 30, 2012.

GasCo's creditors benefit from a ring-fencing mechanism that
provides adequate credit insulation from its parent, including an
independent director whose affirmative vote based solely on the
interests of GasCo, is a requirement for the company to seek
bankruptcy protection. GasCo's existing term loan covenant package
limits GasCo's ability to incur additional debt and make dividend
payments. Specifically, there is a restricted payments test in the
GasCo term loan that limits dividends to $135 million annually,
and there is a similar restricted payments test in the CoalCo term
loan that limit dividends to $90 million annually. Moody's
anticipates that at some future point Dynegy may collapse the ring
fencing structures to allow for greater flexibility in financing
its natural gas-fired and coal-fired fleets.

Issuer: Dynegy Power, LLC

  Rating Upgraded: Probability of Default Rating to B2 from Caa1;

  Rating Affirmed: Corporate Family Rating at B2

  Rating Affirmed, LGD Estimates Revised: Senior Secured TL to
  B2, LGD3- 49% from B2, LGD2 - 29%

Outlook: Positive from stable.

GasCo owns approximately 6,700 megawatts of gas-fired generating
capacity primarily in the Midwest and California. Combined with
CoalCo, Dynegy owns approximately 10,000 megawatts of generally
old generating capacity, a fairly small size relative to its
competitors which Moody's views as a competitive disadvantage.
Moody's expects Dynegy's management to contemplate a strategy
focused on growing the business through either acquisitions or a
merger.

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


EASTMAN KODAK: Cash Declines 21% to End August at $345.8 Million
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co. said on Sept. 28 that progress so
far in the bankruptcy reorganization begun in January includes
"successful stabilization of the business."

According to the report, the same day, Kodak filed an operating
report showing that cash on the balance sheet for the companies in
Chapter 11 declined by $92.4 million during August.  Cash at the
end of the month was $345.8 million among the bankrupt companies,
a 21% drop from the $438.2 million cash as of July 31, according
to the operating report filed with the U.S. Bankruptcy Court in
New York.  Kodak reported revenue of $168.4 million in August and
cost of sales of $170 million, resulting in a gross loss of $1.6
million.  The loss from continuing operations before interest and
reorganization items was $52.9 million.  Interest expense of $12.6
million and reorganization costs of $11 million contributed to a
net loss of $79.3 million.

                   Exclusivity Extension Sought

The report relates Kodak said in its statement that progress in
Chapter 11 includes "development of its emergence plan," although
no formal reorganization plan has been filed in bankruptcy court.
The company on Sept. 28 filed a second request for the expansion
of the exclusive right to propose a plan.  If approved by the
judge at an Oct. 17 hearing, the plan-filing deadline will become
Feb. 28.  Kodak said in the court filing that it already
eliminated 2,700 jobs and will cut another 1,200, reducing annual
expenses by $340 million.  There are "negotiations," Kodak said,
to remedy the $1.2 billion liability for retiree benefits.  Kodak
said that cash has grown among the foreign operations not in
bankruptcy.  "Focusing on just 29 percent of Kodak is not an
effective way of understanding the value of the company and its
securities," according to Ken Luskin, president of Intrinsic Value
Asset Management Inc.  Mr. Luskin, who own Kodak stock and
unsecured bonds, said in an e-mail that the company "is getting 71
percent of sales and growing from its non-U.S. businesses."

Matthew Daneman at USA TODAY reports Kodak's request for extension
raises the likelihood that its much-repeated intention to get out
of Chapter 11 early in 2013 won't happen and that such an
emergence -- if it happens -- would come sometime in the second or
third quarter of the year.

According to Bloomberg, Kodak said it intends to emerge from
bankruptcy in the first half of 2013.  By the claim-filing
deadline, Kodak said $20 billion in claims were filed.  The
company announced on Sept. 28 that it will exit the consumer
inkjet printer business next year while continuing to sell ink
supplies.  Kodak announced in September that it won't be selling
the portfolio of digital-imaging technology for the time being.

The Bloomberg report discloses that the company said it might
retain the technology for licensing to generate revenue to pay
customer claims under a reorganization plan.

Kodak's $400 million in 7% convertible notes due in 2017 traded
for 26 cents on the dollar on Aug. 2, when the technology was
expected to be sold later that month.  The notes last traded on
Sept. 28 for 12.55 cents on the dollar, according to Trace, the
bond-price reporting system of the Financial Industry Regulatory
Authority.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

As of July 31, 2012, the Company had total assets of
$3.93 billion, total liabilities of $5.32 billion and total
stockholders' deficit of $1.39 billion.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.


EDGEN GROUP: Moody's Gives B3 CFR; Rates $575MM Sec. Notes Caa1
---------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family and
probability of default rating and a speculative grade liquidity
rating of SGL-3 to Edgen Group, Inc. Moody's also assigned a Caa1
rating to the company's proposed $575 million senior secured
notes. The rating outlook is stable.

The proceeds from the proposed note offering will be used to repay
debt including the redemption of Edgen Murray Corporation's $465
million 12.25% senior secured notes (Caa2) along with tender
premiums, accrued interest, fees and expenses and to retire a $45
million seller note outstanding at the Bourland & Leverich
subsidiary of Edgen Group. The rating on Edgen Murray's 12.25%
senior secured notes along with the Caa1 corporate family rating
and probability of default rating will be withdrawn when the notes
are redeemed. The reassignment of the corporate family rating to
Edgen Group, Inc. from Edgen Murray Corporation reflects the
addition of Bourland & Leverich as a guarantor on a senior secured
basis for the company's proposed $575 million note offering.

The following rating actions were taken:

  Proposed $575 million senior secured notes, assigned Caa1
  (LGD4, 63%);

  Corporate family rating, assigned B3;

  Probability of default rating, assigned B3;

  Speculative grade liquidity rating, assigned SGL-3

Ratings Rationale

Edgen Group's B3 corporate family rating (CFR) and probability of
default rating (PDR) reflect the company's elevated leverage,
exposure to highly competitive and cyclical end markets,
relatively small size versus other rated metal distributors, and
low profit margins, which are inherent in the metals distribution
industry. Moody's expects Edgen Group to produce revenues of
approximately $2 billion and EBITDA of approximately $150 million
over the next 12 months including Moody's standard adjustment for
leases. This should result in an elevated leverage ratio of
approximately 4.5x and a relatively low interest coverage ratio of
approximately 2.5x, as measured by (EBITDA-CapEx)/Interest.

Edgen Group's rating is supported by the company's recently
improved operating results, solid position in niche markets within
the oil and gas industry and the countercyclical nature of its
working capital investment, which results in free cash flow when
demand falls.

Edgen Group's speculative grade liquidity rating of SGL-3 reflects
the company's low borrowing availability relative to the size of
the company's revenues and limited options to generate alternate
liquidity. It also reflects Moody's expectation that the company
should begin to produce modest free cash flow and achieve improved
liquidity over the next 12 months.

The stable outlook reflects Moody's expectation that the company's
operating results will remain stable or gradually improve and
result in more favorable credit metrics over the next 12 to 18
months. It also considers the resilience of the distribution
business model, which in a downturn should benefit from cash
generated through reduced working capital.

An upgrade of Edgen Group is possible if operating results improve
or remain near current levels leading to improved free cash flow
and credit metrics. This would include the company's debt-to-
EBITDA ratio declining below 4.0x and free cash flow rising to at
least $50 million on a sustainable basis.

A downgrade could be triggered if operating income weakens and
(EBITDA-CapEx)/interest declines below 2.0x or debt-to-EBITDA is
sustained above 4.5x.

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

Edgen Group, Inc. is a global distributor of specialized steel
products and services to the energy and industrial infrastructure
markets through its Edgen Murray Corporation and Bourland &
Leverich subsidiaries. Edgen Murray is a global distributor of
high performance pipe, plate, valves and related components to the
upstream, midstream and downstream oil and gas sector, power,
civil construction and mining industries from more than 35 global
locations. Bourland & Leverich is a provider of premium oil
country tubular goods (OCTG) to the upstream conventional and
unconventional onshore drilling market through nine sales
locations and over 50 third-party distribution facilities in the
United States. Edgen Group is headquartered in Baton Rouge,
Louisiana and generated revenues of approximately $1.9 billion for
the twelve month period ending June 30, 2012. Edgen Group, Inc. is
controlled and majority owned by Jefferies Capital Partners,
certain co-investors, and members of senior management.


EDGEN GROUP: S&P Assigns 'B+' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Baton Rouge, La.-based Edgen Group Inc. The
rating outlook is stable. "We also assigned our 'B+' (the same as
the corporate credit rating) issue-level rating and '4' recovery
rating to proposed senior secured notes issued by Edgen Murray
Corp., a subsidiary of Edgen. The '4' recovery rating indicates
our expectation for average (30% to 50%) recovery in the event of
payment default. In addition, we withdrew the corporate credit
rating on EDG Holdco, the former parent of Edgen Murray Corp.,"
S&P said.

"We expect the company to use the proceeds from the proposed notes
issuance to repay its existing debt and for other fees and
expenses. We anticipate that we will withdraw our ratings on Edgen
Murray Corp.'s existing senior secured notes after the company
successfully completes the refinancing. The rating actions follow
Edgen Murray's announcement that it plans to issue $575 million
new senior secured notes due 2020," S&P said.

"The stable rating outlook reflects our expectation that Edgen's
near-term operating performance will benefit from slowly improving
economic conditions and relatively strong performance in its key
end markets, primarily the global energy markets. In addition, we
believe the recent Bourland & Leverich Supply Co. acquisition
improves Edgen's scale and expands its product offerings, which
improves its business risk," S&P said.


EMISPHERE TECHNOLOGIES: Mark Rachesky Holds 47.7% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Mark H. Rachesky, M.D., and his affiliates
disclosed that as of Sept. 26, 2012, they beneficially own
38,557,573 shares of common stock of Emisphere Technologies,
Inc.,representing 47.7% of the shares outstanding.  Mr. Rachesky
previously reported beneficial ownership of 38,229,504 common
shares or a 47.5% equity stake as of June 1, 2012.  A copy of the
amended filing is available for free at http://is.gd/q5Xzva

                           About Emisphere

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

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

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


ENGLOBAL CORPORATION: Reaches Forbearance Agreement With Lender
---------------------------------------------------------------
ENGlobal Corporation ENG has reached a forbearance agreement with
its lender under its senior secured revolving credit facility with
respect to existing events of default and anticipated events of
default.  The forbearance agreement allows the Company time to
hire a consultant and develop a turnaround plan by Oct. 15, 2012.
ENGlobal has hired a consultant and intends to work with them to
develop a plan to restore the Company's compliance with the credit
facility.  The forbearance agreement extends through Oct. 31,
2012.

                          About ENGlobal

ENGlobal ENG -- http://www.ENGlobal.com/-- founded in 1985, is a
provider of engineering and related project services principally
to the energy sector throughout the United States and
internationally.  ENGlobal operates through three business
segments: Automation, Engineering & Construction, and Field
Solutions.  ENGlobal's Automation segment provides services
related to the design, fabrication & implementation of process
distributed control and analyzer systems, advanced automation, and
related information technology.


EPICEPT CORP: Reduces Exercise Price of Warrants to $0.10 Apiece
----------------------------------------------------------------
Effective Sept. 24, 2012, EpiCept Corporation reduced the exercise
price of its outstanding Common Stock Purchase Warrants that were
issued in registered direct offerings that closed on Feb. 10,
2012, and April 2, 2012, exercisable for an aggregate of 8,132,353
shares of common stock.  The exercise price for all of the
Warrants was reduced to $0.10 per share.  The Warrants issued in
February 2012 had an original exercise price of $0.20 per share,
and those issued in April 2012 had an original exercise price of
$0.17 per share.

The Company also agreed to reduce the conversion price of its
Series A and Series B 0% Convertible Preferred Stock, which were
originally convertible at $0.20 per share and $0.17 per share,
respectively, to $0.08 per share.

Each holder of the Preferred Stock and Warrants executed a Reset
Offer agreement on Sept. 24, 2012, with respect to the reduction
of the exercise price of the Warrants and the conversion price of
the Preferred Stock.  On the same date, the Company entered into a
Placement Agent Agreement with Dawson James Securities, Inc., with
respect to the reset offer concerning the Warrants and Preferred
Stock.

                     About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

Epicept reported a net loss of $15.65 million in 2011, a net loss
of $15.53 million in 2010, and a net loss of $38.81 million in
2009.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Deloitte & Touche LLP, in Parsippany,
New Jersey, noted that the Company's recurring losses from
operations and stockholders' deficit raise substantial doubt about
its ability to continue as a going concern.

The Company's balance sheet at June 30, 2012, showed $5.30 million
in total assets, $17.85 million in total liabilities and a $12.55
million total stockholders' deficit.


FIBERTOWER CORP: Bordercomm Buying Business for $22.5 Million
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FiberTower Corp., a wireless communications provider,
filed for bankruptcy reorganization in July and has a contract to
sell the business for $22.5 million to Bordercomm Partners LP
unless a better offer turns up at auction.

According to the report, in papers filed Sept. 28 in U.S.
Bankruptcy Court in Fort Worth, Texas, FiberTower wants the
bankruptcy judge to approve sale procedures so an auction can
occur not later than Nov. 20.

The report relates that the company's biggest markets are Dallas-
Fort Worth and Washington-Baltimore.  There will be a hearing in
bankruptcy court tomorrow to discuss scheduling the auction and
sale.  On Oct. 1, the bankruptcy judge signed a preliminary
injunction blocking the Federal Communications Commission from
terminating licenses.  The judge said he will file an opinion
within two weeks giving reasons in detail for the injunction.

                       About FiberTower Corp.

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.  Fibertower
Spectrum disclosed $106,630,000 in assets and $175,501,975 in
liabilities as of the Chapter 11 filing.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by Otterbourg,
Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman
& Leonard, P.A.  Goldin Associates, LLC serves as its financial
advisors.


FTLL ROBOVOULT: Files for Chapter 11 in Fort Lauderdale
-------------------------------------------------------
FTLL RoboVoult LLC, doing business as Robo Vault, filed Chapter 11
petition (Bankr. S.D. Fla. Case No. 12-33090) in Fort Lauderdale
on Sept. 27, 2012.  Incomplete filings are due Oct. 11, 2012.
Lawrence B. Wrenn, Esq., serves as counsel to the Debtor.

Developer Marvin Chaney signed Chapter 11 petitions for Robo Vault
and affiliate Off Broward Storage.  The companies own modern
storage warehouses in Fort Lauderdale.

According to the South Florida Business Journal, RoboVault, a
five-story building at Interstate 595 and Federal Highway, was
built in early 2009 with a $16 million loan from BankAtlantic.

The report relates that both projects received financing from
BankAtlantic. When BankAtlantic was sold to BB&T, the loans were
transferred to Florida Asset Resolution, an affiliate of BBX
Capital Corp. In March, BankAtlantic filed for foreclosure on the
Off Broward property.

The Business Journal relates RoboVault disclosed it has assets of
$18.6 million (primarily the building) and debt of $21.6 million.
The bankruptcy petition lists the BBX loan as $22 million with
$20 million outstanding.  Off Broward has an outstanding
$5 million loan and additional debt totaling $7.2 million, with
the building as its primary asset valued at $6.2 million.

RoboVault's bankruptcy filing says it had $600,000 income from
tenants so far in 2012, up from $395,000 in 2010, and that it owes
Broward County $850,000 in taxes, the Business Journal said.


FTLL ROBOVOULT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: FTLL RoboVoult LLC
        aka Robo Vault
        3340 SE 6 Avenue
        Fort Lauderdale, FL 33316

Bankruptcy Case No.: 12-33090

Chapter 11 Petition Date: September 27, 2012

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

Judge: Raymond B. Ray

Debtor's Counsel: Lawrence B. Wrenn, Esq.
                  WRENN LAW OFFICE
                  3340 SE 6 Avenue
                  Ft Lauderdale, FL 33316
                  Tel: (407) 497-9797

Scheduled Assets: $18,665,069

Scheduled Liabilities: $21,528,776

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

The petition was signed by Marvin T. Chaney, principal, member.


GENERAL AUTO: Court Approves Cassinelli Jackson as Appraiser
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
General Auto Building, LLC, to employ Cassinelli Jackson, LLC, as
appraiser.

As reported in the Troubled Company Reporter on Aug. 2, 2012,
the Debtor was formed to renovate and lease commercial property
located at 411 NW Park Avenue, in Portland, Oregon.  As of the
petition date, the Debtor has developed virtually all of the
General Automotive Building and has leased roughly 98% of the
building's space to retail and commercial tenants.  The Debtor
continues to seek tenants for the remaining spaces.

The professional services Cassinelli Jackson is to render include
the completion of a summary appraisal report to estimate the "as
is market value" of the subject property, which will be prepared
to conform to the Uniform Standards of Professional Appraisal
Practice.  Cassinelli Jackson also will prepare for and provide
testimony at hearings in this bankruptcy case, to the extent
necessary.

The Debtor has agreed to compensate Cassinelli Jackson with a flat
fee of $3,500 for the summary appraisal report.  To the extent
Cassinelli Jackson provides additional consultation services after
the appraisal is completed or testifies on the Debtor's behalf,
Cassinelli Jackson will be compensated at the rate of $200 per
hour.

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

                    About General Auto Building

General Auto Building, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. Ore. Case No. 12-31450) on March 2, 2012.  The Debtor
is an Oregon limited liability company formed in 2007 with its
principal place of business in Spokane, Washington.  It was formed
to renovate and lease its namesake commercial property located at
411 NW Park Avenue, Portland, Oregon.  As of the Petition date,
the Debtor has developed virtually all of the General Automotive
Building and has leased approximately 98% of the building's space
to retail and commercial tenants.  The Debtor continues to seek
tenants for the remaining spaces.

Judge Elizabeth L. Perris presides over the case.  Albert N.
Kennedy, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, serve
as the Debtor's counsel.

The Debtor has scheduled $10,010,620 in total assets and
$13,519,354 in total liabilities.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditors in the case.


GENERAL MOTORS: Spyker Defends Suit Over Saab Bankruptcy
--------------------------------------------------------
Christina Zander at Dow Jones' Daily Bankruptcy Review reports
that dutch sports-car maker and former owner of bankrupt Swedish
brand Saab Automobile AB, Spyker N.V., said Monday it will oppose
General Motors Co.'s request for dismissal of a lawsuit in which
Spyker is seeking $3 billion in damages, claiming the U.S.
automaker deliberately caused Saab's collapse.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

General Motors Corp. 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, 2011.

            About Saab Automobile AB and Saab Cars N.A.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

On Jan. 30, 2012, more than 40 U.S.-based Saab dealerships filed
an involuntary Chapter 11 petition for Saab Cars North America,
Inc. (Bankr. D. Del. Case No. 12-10344).  The petitioners,
represented by Wilk Auslander LLP, assert claims totaling $1.2
million on account of "unpaid warranty and incentive reimbursement
and related obligations" or "parts and warranty reimbursement."
Leonard A. Bellavia, Esq., at Bellavia Gentile & Associates, in
New York, signed the Chapter 11 petition on behalf of the dealers.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

On Feb. 24, 2012, the Court granted Saab Cars NA relief under
Chapter 11 of the Bankruptcy Code.

Donlin, Recano & Company, Inc., was retained as claims and
noticing agent to Saab Cars NA in the Chapter 11 case.

On March 9, 2012, the U.S. Trustee formed an official Committee of
Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.


HAWKER BEECHCRAFT: Whistle-Blower Suit Shifts to Bankruptcy Court
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a whistle-blower lawsuit that Hawker Beechcraft Inc.
has been fending off for five years in U.S. District Court in
Kansas raised its head last week in U.S. Bankruptcy Court in New
York, where the aircraft maker began reorganizing in Chapter 11
five months ago.

According to the report, the Kansas lawsuit claims that Hawker
used wing parts improperly manufactured by a subcontractor.  The
suit claims that the U.S. government was damaged $763 million by
purchasing 347 King Air and T-6A aircraft with the defective
parts.  Plaintiffs are now on their fourth-amended complaint in
the Kansas suit.  If they win a judgment in favor of the
government, the individual plaintiffs can be awarded some of the
damages.  In the lawsuit filed last week in bankruptcy court, the
plaintiffs want the judge to rule that liability arising in the
suit won't be wiped out or treated as an unsecured claim in the
bankruptcy reorganization.  They contend the damages aren't
discharged in bankruptcy because they represent money obtained
from the government by use of false pretenses or actual fraud.

The report relates that Hawker is negotiating to sell most of the
business for $1.79 billion to Superior Aviation Beijing Co. as
part of a revised reorganization plan.  Superior is 40%-owned by
the Beijing municipal government.

Hawker's $183 million in 8.5% senior unsecured notes due 2015 last
traded on Sept. 18 for 16.5 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.  The $302 million in 8.875% senior unsecured
notes due 2015 traded on Sept. 13 for 19.5 cents, Trace said.

                      About Hawker Beechcraft

Hawker Beechcraft Inc., a designer and manufacturer of light and
medium-sized jet, turboprop and piston aircraft, filed for
Chapter 11 reorganization together with 17 affiliates (Bankr.
S.D.N.Y. Lead Case No. 12-11873) on May 3, 2012

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

Judge Stuart Bernstein oversees the case.  Hawker's legal
representative is Kirkland & Ellis LLP, its financial advisor is
Perella Weinberg Partners LP and its restructuring advisor is
Alvarez & Marsal.  Epiq Bankruptcy Solutions LLC is the claims and
notice agent, and administrative advisor.  PricewaterhouseCoopers
LLP is accounting consultants and independent auditors.

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

The Senior Secured Lenders' legal representative is Wachtell
Lipton Rosen & Katz and their financial advisor is Houlihan
Lokey.

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

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

An Official Committee of Unsecured Creditors appointed in the
case has selected Daniel H. Golden, Esq., and the law firm of
Akin Gump Strauss Hauer & Feld LLP as legal counsel.  The
Committee tapped FTI Consulting, Inc., as its financial advisor.

When it filed for bankruptcy, Hawker already negotiated a
restructuring support agreement that eliminates $2.5 billion in
debt and $125 million of annual cash interest expense.  That plan
was filed June 30, 2012.  The plan proposes to give 81.9% of the
new stock to holders of $1.829 billion of secured debt, reserving
18.9% for unsecured creditors.  The restructuring support
agreement stated the $780.9 million in unsecured deficiency claims
of secured lenders are to participate in the pool of unsecured
claims to share in 18.9% of the new equity.  The unsecured
recovery that otherwise would go to holders of $308 million in
subordinated note claims will be directed to senior unsecured
noteholders.

In July 2012, Hawker unveiled a deal to sell the bulk of its
businesses for $1.79 billion to Chinese company Superior Aviation
Beijing Co.  Hawker won Court approval to enter into exclusive
negotiations with Superior Aviation.  As part of the exclusivity
agreement, Superior made payments to Hawker to sustain the
Debtor's jet business.

If negotiations with Superior are not concluded in a timely
manner, Hawker said it will proceed with seeking confirmation of
the June 30 Plan of Reorganization.

Superior's legal representative is Locke Lord LLP and its
financial advisor is Grant Thornton.


HERTZ CORP: Moody's Rates Subsidiary's $1.2BB Notes 'B2'
--------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the $1.2 billion
of notes offered by HDTFS, Inc. The proceeds of the notes, along
with drawings under a $750 million term loan and approximately
$650 million in cash on hand, will be used to fund The Hertz
Corporation's (Hertz) $2.6 billion acquisition of Dollar Thrifty
Automotive Group, Inc. Until the closing of the acquisition, the
proceeds will be held in escrow and be pledged as security for the
notes. Upon closing the notes will be assumed by Hertz and will
rank pari passu with the company's existing senior unsecured debt
that is also rated B2.

Ratings Rationale

The B2 rating of the notes reflects the priority of claim that the
obligations will have as senior unsecured debt within Hertz'
capital structure, as well as the company's B1 Corporate Family
Rating (CFR) and Probability of Default Rating (PDR). The B1 CFR
and PDR reflect Moody's expectation that the strategic benefits
from the acquisition of Dollar Thrifty Automotive Group (Dollar)
will enable the company to maintain a sound competitive position
in the North American car rental industry. In addition, Hertz's
credit metrics should remain near current levels despite the
addition of approximately $1.9 billion of acquisition-related
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
the next 24 months. Beyond these savings, Hertz also anticipates
that there will be additional growth opportunities resulting from
the acquisition. The B1 CFR 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 CFR. 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 supporting the rating 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. 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 Rates Subsidiary's $1.2-Bil. Senior Notes 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to HDTFS Inc.'s (related to Hertz Corp.) $600 million
senior notes due 2020 and $600 million senior notes due 2022, and
then placed both ratings on CreditWatch with negative
implications. "The recovery rating on both issues is '5',
indicating our expectation that lenders would receive modest (10%-
30%) recovery of principal in the event of a payment default.
HDTFS is issuing the notes, which will remain in escrow, in
conjunction with Hertz's proposed acquisition of Dollar Thrifty
Automotive Group Inc. (DTAG). After the consummation of Hertz's
tender offer for DTAG's shares, the notes will be released from
escrow and Hertz will become issuer of the notes. Hertz Corp. is
the major operating subsidiary of Hertz Global Holdings Inc.
(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. It
intends to take out this financing with a $750 million add-on to
its $1.4 billion term loan that matures in 2018 and the $1.2
billion of proposed unsecured notes. 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.

RATING LIST

Hertz Corp.
Corporate credit rating        B+/Watch Neg/--

Ratings Assigned
HDTFS Inc.
Senior unsecured
  $600 mil. notes due 2020      B/Watch Neg
     Recovery rating            5
  $600 mil. notes due 2022      B/Watch Neg
     Recovery rating            5


HIGHMARK INC: Concerns About Finances Scuttle Merger
-----------------------------------------------------
Anna Wilde Mathews at Dow Jones' DBR Small Cap reports that
Pittsburgh's West Penn Allegheny Health System broke off its
agreement to be acquired by Highmark Inc., saying the insurer had
breached the deal's terms and was demanding the hospital operator
file for bankruptcy.


HOSTESS BRANDS: Bakers Union Strike May Threaten 18,500 Jobs
------------------------------------------------------------
Cecilio Padilla at FOX40 News reports that a potential strike by
the Bakery, Confectionery, Tobacco Workers and Grain Millers
International Union may threaten the jobs of 18,500 employees at
Hostess Brands.

According to the report, in a statement released on the union's
Web site on Sept. 17, the group notes that a proposal between the
union and the company was rejected by a 92% vote.

According to the report, Hostess CEO Gregory F. Rayburn has said
the changes they are trying to implement to the union's collective
bargaining rights are "essential to the company's survival and its
ability to exit Chapter 11."

The International Brotherhood of Teamsters has accepted the
changes, but the BCTGM rejected them on Sept. 14.

"Contrary to CEO Rayburn's disingenuous and erroneous public
comments, our members did not reject this proposal because of 'bad
information' from the International Union.  They rejected it
because it was an outrageously unfair proposal from a company that
has destroyed the trust of its workers through years of
mismanagement, greed and unfulfilled promises," the report quotes
BCTGM president Frank Hurt as saying.

The report says Hostess has noted that if a strike were to happen,
plants, depots and retail stores will have to be closed -- with
some of them possibly closing forever.  With 69 locations in
California, the strike could affect upwards of 1,700 employees
locally.  The union has not mentioned a possible strike date.

                        About Hostess Brands

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

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

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

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

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

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

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


HOVNANIAN ENTERPRISES: Fitch Junks Rating on Two Note Classes
-------------------------------------------------------------
Fitch Ratings has assigned the following ratings to Hovnanian
Enterprises, Inc.'s (NYSE: HOV) proposed notes offering:

  -- $550 million senior secured first-lien notes 'B-/RR2';
  -- $247 million senior secured second-lien notes 'CC/RR6';
  -- $90 million exchangeable note units 'CC/RR6'.

Net proceeds from these offerings will be used to fund a tender
offer and consent solicitation for any and all of HOV's
outstanding $797 million 10 5/8% senior secured notes due 2016.
The consummation of the tender offer is conditioned upon the
closing of the proposed offerings. However, the offerings will not
be conditioned upon the closing of the tender offer.  HOV expects
to exercise its right to optionally redeem any and all of the
existing 10 5/8% senior secured notes that are not purchased in
the tender offer.

Fitch views these transactions positively as the company is able
to further extend its debt maturities as well as lower its annual
interest payments.

The rating for HOV is influenced by the company's execution of its
business model, land policies, and geographic, price point and
product line diversity. The rating additionally reflects the
company's liquidity position, substantial debt and high leverage.

Builder and investor enthusiasm have for the most part surged so
far in 2012. However, national housing metrics have not entirely
kept pace.  Year-over-year comparisons have been solidly positive
on a consistent basis.  Yet, month to month the national
statistics (single-family starts, new home, and existing home
sales) have been erratic and, at times, below expectations.  In
any case, year to date these housing metrics are well above 2011
levels. As Fitch has noted in the past, recovery will likely occur
in fits and starts.

Fitch's housing forecasts for 2012 have been raised since early
spring but still assume only a moderate rise off a very low
bottom.  In a slowly growing economy with relatively similar
distressed home sales competition, less competitive rental cost
alternatives, and new home inventories at historically low levels,
single-family housing starts should improve about 12%, while new
home sales increase approximately 10.5% and existing home sales
grow 5.6%.  Further moderate improvement is forecast for 2013.

The company ended the July 2012 quarter with $219.3 million of
unrestricted cash on the balance sheet and no major debt
maturities until calendar 2014, when approximately $42 million of
senior notes become due.

While the company currently has an adequate liquidity position,
Fitch is somewhat concerned that the company is willing to operate
with a cash target level of between $170 million and $245 million
(including $48.1 million of restricted cash) to take advantage of
land acquisition opportunities.  Given that the company does not
have a revolving credit facility, Fitch is concerned that this
level of cash does not provide a large enough liquidity cushion in
the event that the housing recovery dissipates.  The absence of a
bank credit facility also means a lack of bank oversight, which is
a useful check on management's appetite for risk.

Management has shown its ability to manage land and development
spending. HOV spent roughly $236 million on land and development
during the first nine months of 2012.  This compares to $305
million of land and development spending during the first nine
months of fiscal 2011.

HOV had negative cash flow from operations ($90.2 million) for the
latest 12 months (LTM) ended July 31, 2012.  For all of fiscal
2012, Fitch expects the company will be cash flow negative by $50
million to $75 million.  Fitch also anticipates the company will
be cash flow negative in fiscal 2013 as it continues to rebuild
its land position. Fitch currently projects HOV's unrestricted
cash position will  be between $150 million and $200 million by
year-end 2013.

At July 31, 2012, the company controlled 29,261 lots (including
unconsolidated joint ventures), of which 56.4% were owned and the
remaining lots controlled through options and joint venture
partnerships.  Based on LTM closings, HOV controlled six years of
land and owned roughly 3.4 years of land.

Future ratings and Outlooks will be influenced by broad housing-
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels and especially free cash flow trends and
uses, and the company's cash position.

HOV's ratings are constrained in the intermediate term because of
relatively high leverage metrics.  However, positive rating action
may be considered if the recovery in housing is significantly
stronger than the agency's current outlook, if the company's
operating and credit metrics are well above Fitch's expectations
for 2012 and 2013, and liquidity improves from current levels.

A negative rating action could be triggered if the industry
recovery dissipates; HOV's operating performance for this year is
well below Fitch's current forecast for revenues ($1.4 billion);
and 2013 revenues drop mid-teens while the pretax loss approaches
levels 2011 levels; and HOV's liquidity position falls sharply,
perhaps below $125 million.

Fitch currently rates HOV as follows:

  -- Long-term IDR 'CCC';
  -- Senior secured notes due 2021 'CCC-/RR5';
  -- Senior unsecured notes 'CC/RR6';
  -- Series A perpetual preferred stock 'C/RR6'.

Fitch's Recovery Rating (RR) of 'RR2' on HOV's senior secured
first-lien notes indicates good recovery prospects for holders of
these debt issues.  The 'RR5' on the senior secured notes due 2021
indicates below-average recovery prospects in a default scenario.
The 'RR6' on HOV's senior secured second-lien notes, senior
unsecured notes, senior subordinated notes and preferred stock
indicates poor recovery prospects in a default scenario.  HOV's
exposure to claims made pursuant to performance bonds and the
possibility that part of these contingent liabilities would have a
claim against the company's assets were considered in determining
the recovery for the unsecured debtholders.  Fitch applied a
liquidation value analysis for these RRs.


HRK HOLDINGS: Wants Plan Filing Period Extended to Nov. 1
---------------------------------------------------------
HRK Holdings, LLC, and HRK Industries, LLC, ask the U.S.
Bankruptcy Court to extend until Nov. 1, 2012, the exclusive
periods within which only they can file a plan.  The Debtors are
not, at this time, requesting an extension of the solicitation
period.

The Debtors said in Court papers filed last month they have
several projects that require immediate attention, including but
not limited to:

  (a) completing due diligence items in order to close on a sale
      of 32 acres of property to Air Products by Oct. 31, 2012;

  (b) working with newly engaged investment brokers to market
      additional property for sale;

  (c) working with Regions Bank to obtain approval of the DIP
      financing;

  (d) working with the Florida Department of Environmental
      Regulation to ensure the environmental integrity of the site
      and to determine the appropriate use of DIP financing for
      required environmental site work; and

  (e) working with newly engaged trial counsel related to
      Litigation styled and numbered HRK Holdings, LLC v. Ardaman
      & Associates, Inc., et al., Case No. 2012-CA-3631 pending in
      the Circuit Court for Manatee County, Florida.

The Debtors request an extension to allow them the time necessary
to focus on the Projects.  The Debtors said their attention to the
Projects at this stage in the cases is beneficial to the estates
by increasing income and stability the Debtors' operations.

HRK Holdings on Sept. 12 filed with the Bankruptcy Court amended
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $33,000,000
  B. Personal Property              $366,529
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $22,391,649
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,700,909
                                 -----------      -----------
        TOTAL                    $33,366,529      $26,092,559

HRK Holdings disclosed $33,366,529 in assets and $26,069,208 in
liabilities in the previous version of the schedules.

                        About HRK Holdings

Based in Palmetto, Florida, HRK Holdings LLC owns roughly 675
contiguous acres of real property in Manatee County, Florida.
Roughly 350 acres of the property accommodates a phosphogypsum
stack system, called Gypstaks, a portion of which was used as an
alternate disposal area for the management of dredge materials
pursuant to a contract with Port Manatee and as authorized under
an administrative agreement with the Florida Department of
Environmental Protection.  The remaining acres of usable land are
either leased to various tenants or available for sale.  HRK
Industries holds various contracts and leases associated with the
Debtors' property.

HRK Holdings and HRK Industries LLC filed for Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on
June 27, 2012.  Judge K. Rodney May oversees the case.  Barbara A.
Hart, Esq., at Stichter, Riedel, Blain & Prosser, P.A., represents
the Debtors.  The petitions were signed by William F. Harley, III,
managing member.

According to the Debtors, the bankruptcy filing was necessitated
by the immediate need to sell a portion of the remaining property
to create liquidity for (a) funding the urgent management of the
site-related environmental concerns; the benefit of creditors;
funding a litigation filed by the Debtors; and funding of expenses
related to additional sales of the remaining property.


HRK HOLDINGS: Has $3.48-Mil. DIP Financing From Regions
-------------------------------------------------------
HRK Holdings and HRK Industries LLC last month filed papers in
Bankruptcy Court seeking interim and final orders permitting them
to borrow up to $3,480,139 on a secured basis from Regions Bank,
N.A.

The DIP loans will be provided under two facilities: operating
line of credit to supplement cash flow and a work line of credit
for expenses for work on the Debtors' property.  The facilities
will bear interest accruing at the rate of 9%.

The Debtors have on-going sales and operations and the Debtors
have filed a motion to use cash collateral.  The Debtors
anticipate revenues during certain months will be insufficient to
pay debts coming due during such months.

In connection with the Debtors obtaining the consent of Florida
Department of Environmental Protection to the sale of certain
property to Air Products, Inc., the Debtors have agreed to perform
certain site work to the Property.  Subject to the closing of the
sale of certain property to Air Products and Regions receiving net
closing proceeds in the approximate amount of $5,900,000 at
closing of the Air Products sale, Regions has agreed to
unconditionally make funds available to the Debtors to fund such
site work under the Site Work Line of Credit.

If the Debtors are not able to establish the availability of
funding to pay for certain site work, FDEP will not grant certain
protections to Air Products which are necessary to allow the sale
of property to Air Products to close.

The Debtors previously obtained authority to borrow $125,000 on a
secured basis from Arsenal Group, LLC.  Arsenal Group owns all of
the membership interests in HRK Industries and HRK Holdings.
Arsenal Group is also an unsecured creditor of HRK Holdings.

                        About HRK Holdings

Based in Palmetto, Florida, HRK Holdings LLC owns roughly 675
contiguous acres of real property in Manatee County, Florida.
Roughly 350 acres of the property accommodates a phosphogypsum
stack system, called Gypstaks, a portion of which was used as an
alternate disposal area for the management of dredge materials
pursuant to a contract with Port Manatee and as authorized under
an administrative agreement with the Florida Department of
Environmental Protection.  The remaining acres of usable land are
either leased to various tenants or available for sale.  HRK
Industries holds various contracts and leases associated with the
Debtors' property.

HRK Holdings and HRK Industries LLC filed for Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on
June 27, 2012.  Judge K. Rodney May oversees the case.  Barbara A.
Hart, Esq., at Stichter, Riedel, Blain & Prosser, P.A., represents
the Debtors.

HRK Holdings disclosed $33,366,529 in assets and $26,092,559
in liabilities in its revised schedules.

According to the Debtors, the bankruptcy filing was necessitated
by the immediate need to sell a portion of the remaining property
to create liquidity for (a) funding the urgent management of the
site-related environmental concerns; the benefit of creditors;
funding a litigation filed by the Debtors; and funding of expenses
related to additional sales of the remaining property.


HRK HOLDINGS: Hires Litigation Attorneys to Pursue Tort Claims
--------------------------------------------------------------
HRK Holdings LLC asks the U.S. Bankruptcy Court for permission to
employ Morgan & Morgan, P.A. and Overchuck & Byron, P.A. as
special litigation counsel.

The Debtors require the services of special counsel to provide
advice, consulting services, and litigation services in connection
with pursuing damages resulting from the planning, design,
construction, maintenance, assembly, product defects,
negligence, supervision, and any direct or indirectly related
matters arising out of the closure of the stack systems and
damages to its Gypstack property and other property against any
person, firm, corporation, agency, government, or entity that
might be liable for damages, including but not limited to the
lawsuit that is currently pending in the Circuit Court for Manatee
County, Florida as Case No. 41-2012-CA-003631.

The Debtors have also filed a motion to modify the terms of the
employment of James W. Martin, P.A. and William D. Preston, P.A.
to provide services on a contingency fee basis.

The Debtors propose to compensate Morgan & Morgan, Overchuck &
Byron, the Martin Firm, and the Preston Firm on a contingency
basis:

   (a) The firm will receive 40% of any recovery.

   (b) An additional 5% of any recovery up to $25 million after
       institution of any appellate proceeding is filed or post-
       judgment relief or action is required for recovery on the
       judgment.  (Morgan & Morgan, and Overchuck & Byron may
       choose to perform these services or retain outside
       counsel.)

   (c) In the event that this claim, or any portion thereof, is
       brought against a defendant or defendants whose liability
       is governed pursuant to the Federal Tort Claims Act, 28
       U.S.C.A. Sec. 1346, attorneys' fees are limited to 25% of
       the total gross recovery as to those defendants.

   (d) In the event that this claim, or any portion thereof, is
       brought against a defendant or defendants whose liability
       is governed pursuant to Florida Statutes Sec. 768.28,
       attorneys' fees are limited to 25% of the total gross
       recovery as to those defendants.

   (e) In the event of a negotiated settlement the client may
       choose to receive the client's portion of the settlement
       proceeds in cash up front, or alternatively paid out over a
       period of time in the future and funded by the defendant(s)
       through the use of insurance annuities.  Regardless of how
       the client chooses to receive the client's portion of the
       settlement, Morgan & Morgan and Overchuck & Byron and the
       associating attorneys have the option of receiving all or
       part of the attorneys' fee and expense portion of the
       settlement as either cash up front or paid over time to
       Morgan & Morgan and Overchuck & Byron.

   (f) In the event of a partial settlement or recovery, with the
       case continuing against any remaining defendant(s),
       attorneys' fees and expenses are due from the partial
       settlement and a reasonable sum from the partial settlement
       may at the discretion of Morgan & Morgan and Overchuck &
       Byron be retained in trust and used to defray future
       expenses incurred in litigating with the remaining
       defendant(s).

The contingency fees will be allocated among the individual firms
-- 85% of any fee will be shared by Morgan and Morgan and
Overchuck & Byron, which will be split with Morgan & Morgan
receiving 51% of the 85% and 15% of any fee will be shared by the
Martin Firm and the Preston Firm, with each of the associating
attorneys to receive 7.5% of the 15%.

Morgan & Morgan and Overchuck & Byron will advance on behalf of
the Debtors all expenses reasonably necessary in the prosecuting
of the case.  Morgan & Morgan and Overchuck & Byron will also
advance costs to retain the services of consultants or experts, if
needed, and any electronic discovery management software and/or
storage deemed reasonably necessary to prosecute this action.  The
advanced costs shall bear interest at 7.5% per annum.

                        About HRK Holdings

Based in Palmetto, Florida, HRK Holdings LLC owns roughly 675
contiguous acres of real property in Manatee County, Florida.
Roughly 350 acres of the property accommodates a phosphogypsum
stack system, called Gypstaks, a portion of which was used as an
alternate disposal area for the management of dredge materials
pursuant to a contract with Port Manatee and as authorized under
an administrative agreement with the Florida Department of
Environmental Protection.  The remaining acres of usable land are
either leased to various tenants or available for sale.  HRK
Industries holds various contracts and leases associated with the
Debtors' property.

HRK Holdings and HRK Industries LLC filed for Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on
June 27, 2012.  Judge K. Rodney May oversees the case.  Barbara A.
Hart, Esq., at Stichter, Riedel, Blain & Prosser, P.A., represents
the Debtors.

HRK Holdings disclosed $33,366,529 in assets and $26,092,559
in liabilities in its revised schedules.

According to the Debtors, the bankruptcy filing was necessitated
by the immediate need to sell a portion of the remaining property
to create liquidity for (a) funding the urgent management of the
site-related environmental concerns; the benefit of creditors;
funding a litigation filed by the Debtors; and funding of expenses
related to additional sales of the remaining property.


HRK HOLDINGS: Court OKs Kynes Markman as Environmental Counsel
--------------------------------------------------------------
HRK Holdings, LLC, and HRK Industries, LLC, sought and obtained
permission from the U.S. Bankruptcy Court to employ Kynes Markman
& Felman, P.A., as environmental and litigation special counsel,
nunc pro tunc to the Petition Date.

Kynes Markman will, among other things:

   a. review contracts, pleadings, discovery, responses, and
      other legal documents;

   b. provide advice with respect to the regulatory matters and
      interfacing with state and federal regulators; and

   c. prepare form, attend, and participate in hearings,
      closings, meetings, and trials.

Kynes Markman will be paid $150 to $400 per hour for its services.
The firm received a prepetition retainer of $2,500.

James E. Felman, Esq., an attorney at Kynes Markman, attests to
the Court that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

In a separate ruling, the Debtors sought and obtained approval
from the U.S. Bankruptcy Court to employ Graf Repetti & Co. LLP as
accountant.

                        About HRK Holdings

Based in Palmetto, Florida, HRK Holdings LLC owns roughly 675
contiguous acres of real property in Manatee County, Florida.
Roughly 350 acres of the property accommodates a phosphogypsum
stack system, called Gypstaks, a portion of which was used as an
alternate disposal area for the management of dredge materials
pursuant to a contract with Port Manatee and as authorized under
an administrative agreement with the Florida Department of
Environmental Protection.  The remaining acres of usable land are
either leased to various tenants or available for sale.  HRK
Industries holds various contracts and leases associated with the
Debtors' property.

HRK Holdings and HRK Industries LLC filed for Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on
June 27, 2012.  Judge K. Rodney May oversees the case.  Barbara A.
Hart, Esq., at Stichter, Riedel, Blain & Prosser, P.A., represents
the Debtors.

HRK Holdings disclosed $33,366,529 in assets and $26,092,559
in liabilities in its revised schedules.

According to the Debtors, the bankruptcy filing was necessitated
by the immediate need to sell a portion of the remaining property
to create liquidity for (a) funding the urgent management of the
site-related environmental concerns; the benefit of creditors;
funding a litigation filed by the Debtors; and funding of expenses
related to additional sales of the remaining property.


HRK HOLDINGS: Hires Gulf Atlantic Capital as Financial Advisor
--------------------------------------------------------------
HRK Holdings, LLC, and HRK Industries, LLC, ask for permission
from the U.S. Bankruptcy Court to employ Gulf Atlantic Capital
Corporation as financial advisor and investment banker.

The Debtors will require investment banking services in connection
with their attempts to selling some or all of their assets,
including locating qualified purchasers, assisting in guiding the
due diligence process, and participating in negotiations for any
potential sale or sales.  The Debtors may also have the
opportunity to obtain funding to recapitalize the businesses.  If
requested, Gulf Atlantic would agree to provide services related
to identifying potential funding sources and assisting in
negotiations of the terms of any recapitalization transaction.

To the extent requested by the Debtors, Gulf Atlantic may also
provide financial advisory services such as assisting with the
preparation of budgets, developing financial projections and
business models, assisting in negotiations with creditors, and
providing testimony.

The Debtors have agreed to pay a retainer of $50,000 which will be
paid upon the entry of an order approving Gulf Atlantic's
retention.

The Debtors will compensate Gulf Atlantic on an hourly basis and
will reimburse the firm for out-of-pocket expenses.  Hourly fees
for financial advisory and investment banking services are based
on $225 to $405 per man hour for time incurred.

In an event of sale, other than the sale to parties designated as
"excluded potential purchaser", Gulf Atlantic will be entitled to
a success fee of 2% as calculated in the Letter Agreement subject
to a minimum success fee of $175,000.  Any success fee will be
reduced by the amount of hourly fees actually paid to Gulf
Atlantic.

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

                        About HRK Holdings

Based in Palmetto, Florida, HRK Holdings LLC owns roughly 675
contiguous acres of real property in Manatee County, Florida.
Roughly 350 acres of the property accommodates a phosphogypsum
stack system, called Gypstaks, a portion of which was used as an
alternate disposal area for the management of dredge materials
pursuant to a contract with Port Manatee and as authorized under
an administrative agreement with the Florida Department of
Environmental Protection.  The remaining acres of usable land are
either leased to various tenants or available for sale.  HRK
Industries holds various contracts and leases associated with the
Debtors' property.

HRK Holdings and HRK Industries LLC filed for Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on
June 27, 2012.  Judge K. Rodney May oversees the case.  Barbara A.
Hart, Esq., at Stichter, Riedel, Blain & Prosser, P.A., represents
the Debtors.

HRK Holdings disclosed $33,366,529 in assets and $26,092,559
in liabilities in its revised schedules.

According to the Debtors, the bankruptcy filing was necessitated
by the immediate need to sell a portion of the remaining property
to create liquidity for (a) funding the urgent management of the
site-related environmental concerns; the benefit of creditors;
funding a litigation filed by the Debtors; and funding of expenses
related to additional sales of the remaining property.


INDYMAC BANCORP: Ex-CEO Settles Final Securities Claim With SEC
---------------------------------------------------------------
Stewart Bishop at Bankruptcy Law360 reports that the U.S.
Securities and Exchange Commission said Friday that it had reached
a settlement with the former head of IndyMac Bancorp Inc. over an
allegation that he failed to properly disclose certain information
to investors about the capital position of the since-collapsed
mortgage lender.

Bankruptcy Law360 relates that a California federal judge signed
off on the deal with Michael W. Perry, the former CEO and chairman
of the board of IndyMac, which permanently bars him from violating
certain fraudulent interstate transaction provisions of the
Securities Act of 1933.

                       About Indymac Bancorp

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- was the holding company for IndyMac
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.  Through its hybrid thrift-
mortgage bank business model, IndyMac designed, manufactured, and
distributing cost-efficient financing for the acquisition,
development, and improvement of single-family homes.  IndyMac also
provided financing secured by single-family homes to facilitate
consumers' personal financial goals and strategically invests in
single-family mortgage-related assets.

On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank and appointed FDIC as the bank's receiver.  Thacher Proffitt
& Wood LLP was engaged as counsel to the FDIC.  Indymac Bancorp
filed for Chapter 7 bankruptcy protection (Bankr. C.D.Calif., Case
No. 08-21752) on July 31, 2008.

At the time of the FDIC takeover, IndyMac was the third-largest
bank failure in U.S. history.  Indymac had about $32.01 billion in
assets as of July 11, 2008.  In court documents, IndyMac disclosed
estimated assets of $50 million to $100 million and estimated
debts of  $100 million to $500 million.

Representing the Debtor are Dean G. Rallis, Jr., Esq., and John C.
Weitnauer, Esq.

IndyMac's banking operations, now known as OneWest Bank FSB, are
under the control of a new ownership group that includes hedge-
fund managers John Paulson and George Soros.


INFINITY ENERGY: Incurs $304,000 Net Loss in Second Quarter
-----------------------------------------------------------
Infinity Energy Resources, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $304,348 for the three months ended
June 30, 2012, compared with a net loss of $248,044 for the same
period during the prior year.

For the six months ended June 30, 2012, the Company reported a net
loss of $765,081, in comparison with a net loss of $2.05 million
for the same period a year ago.

The Company had no revenues in either the six months ending
June 30, 2012, or 2011.  The Company focused solely on the
exploration, development and financing of the Nicaraguan
Concessions.

The Company reported a net loss of $3.53 million in 2011, compared
with a net loss of $3.77 million in 2010.

The Company's balance sheet at June 30, 2012, showed $4.23 million
in total assets, $10.59 million in total liabilities,
$11.42 million in redeemable, convertible preferred stock, and a
$17.78 million total stockholders' deficit.

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

                        http://is.gd/wZMgbA

                       About Infinity Energy

Overland Park, Kansas-based Infinity Energy Resources, Inc., and
its subsidiaries, are engaged in the acquisition and exploration
of oil and gas properties offshore Nicaragua in the Caribbean Sea.

Following the 2011 results, Ehrhardt Keefe Steiner & Hottman PC,
in Denver, Colorado, noted that the Company has suffered recurring
losses and has a significant working capital deficit, which raises
substantial doubt about its ability to continue as a going
concern.


INTERLEUKIN GENETICS: Inks License Pact with Pyxis Affiliate
------------------------------------------------------------
Interleukin Genetics, Inc., on Sept. 21, 2012, entered into a
License Agreement with Access Business Group International LLC, an
affiliate of Pyxis Innovations Inc, the Company's largest
stockholder.

Pursuant to the License Agreement, Interleukin has granted ABGI
and its affiliates a non-exclusive license to use the technology
related to Interleukin's Weight Management genetic test and to
sell the Weight Management test in Europe, Russia and South
Africa.

ABGI, or a laboratory designated by ABGI, will be responsible for
processing the tests, and Interleukin will receive a royalty for
each test sold, which royalty will increase if certain pending
patent applications are issued.  The License Agreement has an
initial term of five years from the date of first commercial sale
of the Weight Management test under the agreement.  Thereafter,
the term will automatically renew for additional one-year periods
unless at least 60 days prior written notice is delivered by
either party.  The agreement may be terminated by either party (i)
upon material breach by the other party if the breach is not cured
within 30 days or (ii) with 60 days notice in the event of
insolvency, bankruptcy, liquidation or appointment of a receiver
of or for the other party.

ABGI may terminate the License Agreement (i) at any time with 90
days notice or (ii) with 10 days prior notice if it is unable to
sell the test due to regulatory issues or if it determines that
there is no reasonable likelihood that a patent related to the
Weight Management test will issue in the United States.

In connection with the execution of the License Agreement, on
Sept. 21, 2012, Interleukin and ABGI also entered into a
Professional Services Agreement pursuant to which Interleukin has
agreed to provide services to ABGI in connection with its sale and
processing of the tests within the Territories.  Services will be
provided pursuant to a statement of work to be entered into from
time to time between the parties.  Those statements of work will
also specify the fees to be paid by ABGI to Interleukin for such
services.  The PSA has no set term and may be terminated by either
party (i) upon default by the other party if the default is not
cured within five days or (ii) if the other party ceases
conducting business in the normal course, fails to pay the party's
debts as they become due, admits insolvency, makes an assignment
for the benefit of creditors, or becomes the subject of any
judicial or administrative proceedings in bankruptcy,
receivership, or reorganization.  ABGI may also terminate the PSA
at any time with 30 days notice.

                         About Interleukin

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

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

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

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


INTERNATIONAL BARRIER: BDO Canada Raises Going Concern Doubt
------------------------------------------------------------
International Barrier Technology Inc. filed on Sept. 28, 2012, its
annual report on Form 10-K for the fiscal year ended June 30,
2012.

BDO Canada LLP, in Vancouver, Canada, expressed substantial doubt
about International Barrier's ability to continue as a going
concern.  The independent auditors noted that the Company had an
accumulated deficit of $14,730,354 at June 30, 2012, and had a
working capital deficit of $153,932.

The Company reported a net loss of $139,696 on $4.1 million of
sales in fiscal 2012, compared with net income of $895,811 on
$3.3 million of sales in fiscal 2011.

During the fiscal year ending June 30, 2012, the Company reported
a fair value gain of $556,762 on the change in fair value of
derivative liability vs. $1,453,238 in fiscal 2011.

The Company's balance sheet at June 30, 2012, showed $3.7 million
in total assets, $1.4 million in total liabilities, and
stockholders' equity of $2.3 million.

A copy of the Form 10-K is available at http://is.gd/qtyw08

Watkins, Minnesota-based International Barrier Technology Inc.
develops, manufactures, and markets proprietary fire resistant
building materials designed to help protect people and property
from the destruction of fire.  The Company uses a patented, non-
combustible, non-toxic Pyrotite(R) formulation that is used to
coat wood panels and has potential application to engineered wood
products, paint, plastics, and expanded polystyrene.


INTERNATIONAL MEDIA: Approved to Use NRJ II Wind-Down Budget
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
order revising the cash collateral order to:

   i) approve the wind-down budget for use by International Media
      Group, Inc., et al., replacing the budget originally
      approved in the cash collateral order as of the occurrence
      of the closing of the sale and subject to a 20% variance per
      line item therein but not in total; and

  ii) revise the remittance of excess cash collateral to NRJ TV
      II, LLC after closing of the sale, such that (a) on the
      first day of each month after the entry of the order, the
      Debtors will pay NRJ II all cash held by the Debtors in
      excess of $10,000 more than the amount set forth in the
      wind-down budget; and (b) prior to the closure or conversion
      of the cases to cases under Chapter 7 of the Bankruptcy
      Code, all funds held by the Debtors in excess of $10,000
      will be paid over to NRJ II.

The funds to be used by the Debtors constitute the cash collateral
of NRJ II.

A copy of the order is available for free at
http://bankrupt.com/misc/IntlMedia_Modify_CC_Order.pdf

                  About International Media Group

International Media Group Inc. and its affiliates operate
television station KSCI-TV (Channel 18) Long Beach, California;
KUAN-LP (Channel 48) Poway, California; and KIKU-TV (Channel 19)
Honolulu, Hawaii.  KSCI, KUAN and KIKU focus primarily on the
large Asian markets of Southern California and Hawaii and offer
programming in six (6) main languages -- (i) Chinese; (ii) Korean;
(iii) Tagalog (Filipino); (iv) Vietnamese; (v) English; and (vi)
Japanese.  The Television Stations' programming is a mix of
locally produced original news, entertainment, and talk shows,
purchased or syndicated foreign language programming, and paid
programming comprised principally of infomercials, per-inquiry and
direct response television advertisements.

KHAI Inc. owns all of the equity of KHLS Inc., which holds the FCC
license for KIKU-TV (Channel 19).  KSCI Inc. owns all of the
equity of KHAI and of KSLS Inc., which holds the FCC license for
KSCI-TV (Channel 18) and KUANLP (Channel 48).  International Media
Group Inc. owns all of the equity of KSCI.

AMG Intermediate LLC owns all of the equity of IMG, and AsianMedia
Group LLC owns all of the equity of AMG.  Non-debtor AsianMedia
Investors I L.P. owns all of the equity of AsianMedia.

International Media Group and six affiliates filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10140) on Jan. 9, 2012,
with the intent to sell their business as a going concern under
11 U.S.C. Sec. 363(a).

NRJ TV II LLC, an entity owned by the first lien lender, will be
the stalking horse bidder.  As of Jan. 9, 2012, the Debtors owe
$77.3 million on a first lien debt, including $67 million on a
term-loan.  Fortress Credit Corp. serves as agent.  Unless outbid
at the auction, the pre-petition lenders will acquire the assets
in exchange for a credit bid of $45 million, will assume certain
liabilities, and fund a "carve-out".  An auction and sale hearing
is contemplated to be held in March.

Judge Mary F. Walrath oversees the Debtors' cases.  International
Media Group tapped Houlihan Lokey Capital, Inc., in October to
market the assets.  Houlihan will continue marketing the assets
post-petition.  William E. Chipman, Jr., Esq., and Mark D.
Olivere, Esq., at Cousins Chipman & Brown, LLC, in Wilmington,
Delaware, serve as the Debtors' bankruptcy counsel.  The Debtors'
claims agent is Epiq Bankruptcy Solutions LLC.  International
Media disclosed $206,825,047 in assets and $233,218,073 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Dennis J. Davis, chief restructuring officer.

No trustee, examiner or committee has been appointed in any of the
Debtors' cases.


INTERSIL CORP: S&P Affirms 'BB-' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Milpitas, Calif.-based Intersil Corp. to stable from positive. "At
the same time, we affirmed our existing 'BB-' corporate credit
rating on the company," S&P said.

"The outlook revision to stable reflects our view that Intersil's
revenue will continue to face headwinds from the ongoing difficult
global macroeconomic environment in the second half of 2012," S&P
said.

"The ratings on Intersil reflect the company's mid-tier position
in a highly competitive and cyclical industry and its weak revenue
growth relative to peers," said Standard & Poor's credit analyst
David Tsui, "partially offset by its prudent financial risk
profile through an industry cycle."

"We expect Intersil's revenues to be flat to modestly lower, on a
sequential basis, by a low- to mid-single-digit percentage in the
September and December 2012 quarters, mainly as a result of
continued uncertainty about the worldwide economy affecting all
business segments," added Mr. Tsui. "Despite the expected revenue
declines, we believe the company would be able to continue to
generate positive free operating cash flows through the cycle, and
that liquidity will not be compromised by shareholder returns."

"The stable rating outlook reflects the good credit metrics at its
current rating level and the expectation for these metrics to
remain prudent through an industry cycle. We anticipate that
revenues will remain pressured over the next two quarters due to
macro headwinds facing the semiconductor industry," S&P said.

"If the company could stabilize its revenue decline and return to
growth mode, while maintaining its debt-to-EBITDA ratio of less
than 3x and generating consistently positive discretionary cash
flow through the cycle, we would consider raising the rating," S&P
said.

"Although unlikely over the near term, we would lower the rating
if operating performance deteriorated significantly through the
cycle, such that discretionary cash flow turns negative and
leverage reaches and sustains at the mid-4x level. We would also
lower the rating if the company pursues a more aggressive
financial policy via a sizable debt-financed acquisition or more
aggressive shareholder returns, resulting in leverage reaching the
same level," S&P said.


K-V PHARMACEUTICAL: AmediusTec Owns 4.2% of Class A Shares
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, AmediusTec Ltd. disclosed that as of
Sept. 26, 2012, it beneficially owns 2,075,000 shares of Class A
Common Stock, Par Value $0.01, of K-V Pharmaceutical Company
representing 4.2% of the shares outstanding.  AmediusTec
previously reported beneficial ownership of 2,700,301 Class A
shares representing 5.4% of the Class A shares outstanding as of
May 27, 2011.  A copy of the amended filing is available at:

                         http://is.gd/VqptmI

                       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.


LARSON LAND: Zions First Wants Stay Relief on Equipment Collateral
------------------------------------------------------------------
Zions First National Bank, a creditor and party-in-interest in the
Chapter 11 case of Larson Land Company, LLC, asks, for the second
time, the U.S. Bankruptcy Court for the District of Idaho to
terminate, modify, and remove the stay against equipment
collateral and authorize Zions Bank to pursue its legal remedies
against the equipment collateral and the bankruptcy estate's
interest in the equipment collateral.

According to the Zions Bank, as of April 12, 2012, the unpaid
balance of principal, interest and late charges due and owing to
Zions Bank pursuant to the Loan Agreement and the Notes is
$7,992,185 under the Restated Operating Note, and $3,047,979 under
the Revolving Note.

Zions Bank notes that on June 29, 2011, Zions Bank and the Debtor
entered into subordination agreements with Metropolitan Life
Insurance Company and Wells Fargo Bank, a national association,
which in pertinent part granted Zions Bank priority over the
security interests of MetLife and Wells Fargo in their security
interests in certain equipment (the Equipment Collateral),
including but not limited to, 113 Wheel Lines and other Equipment
Collateral.

Zions Bank relates that, on July 25, 2012, the Court entered an
order granting Zions Bank and Zions Credit Corporation's relief
from the automatic stay regarding: (i) all cash of the Debtor held
by Zions Bank, (ii) the Debtor's remaining accounts receivable,
and (iii) the real and personal property commonly referred to as
the Debtor's rail siding and improvements located at or about 16
SE 8th Avenue, Ontario, Oregon.  In the order, ZCC was also
granted stay relief with respect to three forklifts owned by the
Debtor described as Hyster Forklift Models Y1S50FT.

Zions Bank is represented by:

         Joshua S. Evett, Esq.
         Meghan S. Conrad, Esq.
         ELAM & BURKE, P.A.
         251 E. Front Street, Suite 300
         P.O. Box 1539
         Boise, ID 83701
         Tel: (208) 343-5454
         Fax: (208) 384-5844
         E-mail: jse@elamburke.com
                 msc@elamburke.com

                - and -

         T. Richard Davis, Esq.
         Jeffrey L. Shields, Esq.
         CALLISTER NEBEKER & McCULLOUGH
         10 East South Temple, Suite 900
         Salt Lake City, UT 84133
         Tel: (801) 530-7300
         Fax: (801) 364-9127
         E-mail: jlshields@cnmlaw.com

                         About Larson Land

Ontario, Oregon-based Larson Land Company LLC, fka Select Onion
Co. LLC -- http://www.selectonion.com/-- a privately held
agribusiness company that grows, stores, processes and ships
bagged onions, fresh processed onions, whole peel onions, IQF
onions, and delicious raw breaded hand packed onion rings, filed a
Chapter 11 petition (Bankr. D. Idaho Case No. 12-00820) in Boise,
Idaho, on April 12, 2012, estimating assets of up to $100 million
and debts of up to $500 million.

Brent T. Robinson, Esq., at Robinson, Anthon & Tribe, serves as
the Debtor's counsel.

Judge Terry L. Myers, at the behest of the U.S. Trustee, ordered
the appointment of a Chapter 11 trustee to replace management of
the Debtor.  Hawley Troxell Ennis & Hawley, LLP and Ball Janik LLP
represent John L. Davidson, the Chapter 11 trustee for the Debtor.

Robert D. Miller, Jr., U.S. Trustee for Region 18, appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.


LARSON LAND: Lessors OK'd to Credit Bid at Auction of Collateral
----------------------------------------------------------------
The Hon. Terry L. Myers of the U.S. Bankruptcy Court for the
District of Idaho signed a stipulated order relating to the
disposition PNC Equipment Finance, LLC equipment, Wells Fargo
Equipment Finance, Inc. equipment and People's Capital & Leasing
Corp. equipment.

The stipulation was entered by among John L. Davidson, the Chapter
11 trustee for Larson Land Company LLC, and PNC Equipment, Wells
Fargo Equipment and People's Capital to resolve objections to the
trustee's request for order approving (a) sale of assets free and
clear of liens, claims and interests, (b) assumption and
assignment of executory contracts, and (c) bid procedures.

The stipulation, provides for, among other things:

   -- lessors PNC, WFEFI and People's equipment will be included
      in the trustee's auction;

   -- the trustee will require any bidders seeking to purchase the
      Debtor's assets in the auction to allocate a portion of
      their proposed purchase price to the lessor's equipment, to
      the extent that any bidder seeks to acquire that equipment
      in connection with the trustee's sale;

   -- the lessor will be allowed to credit bid at the auction the
      amounts owing to it by the Debtor in any bids by the lessor
      for the purchase of the lessor's equipment; and

   -- the trustee, by approval of this form of order, stipulates
      that he will not seek to avoid any lien or lessor or
      ownership interest of the lessor in the lessor's equipment.

As reported in the Troubled Company Reporter on Aug. 7, 2012, the
auction will include substantially all of the Debtor's assets,
including, without limitation, all land, improvements and
equipment associated with the Debtor's Select Onion processing
facilities located at 602 Stanton Boulevard, Ontario, Oregon, all
farm land, water rights, improvements and equipment owned by the
Debtor in Malheur County, Oregon, the Debtor's rail siding and
improvements located at or about 16 SE 8th Avenue, Ontario,
Oregon, and all intangible assets and contractual rights of the
Debtor with respect to the foregoing.

The Chapter 11 trustee notes that the real property, buildings,
improvements, fixtures and equipment associated with the Debtor's
processing facility were appraised at a market value-in use of
$34,680,000 and an orderly liquidation value of $22,840,000.  The
Debtor's farmland was also recently appraised at $24,500,000.
However, the farm appraisal assumed that the irrigation system on
the farm was fully operable, which is not the case.

                         About Larson Land

Ontario, Oregon-based Larson Land Company LLC, fka Select Onion
Co. LLC -- http://www.selectonion.com/-- a privately held
agribusiness company that grows, stores, processes and ships
bagged onions, fresh processed onions, whole peel onions, IQF
onions, and delicious raw breaded hand packed onion rings, filed a
Chapter 11 petition (Bankr. D. Idaho Case No. 12-00820) in Boise,
Idaho, on April 12, 2012, estimating assets of up to $100 million
and debts of up to $500 million.

Brent T. Robinson, Esq., at Robinson, Anthon & Tribe, serves as
the Debtor's counsel.

Judge Terry L. Myers, at the behest of the U.S. Trustee, ordered
the appointment of a Chapter 11 trustee to replace management of
the Debtor.  Hawley Troxell Ennis & Hawley, LLP and Ball Janik LLP
represent John L. Davidson, the Chapter 11 trustee for the Debtor.

Robert D. Miller, Jr., U.S. Trustee for Region 18, appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.


LEA POWER: S&P Keeps 'BB-' Rating on Parent's $33-Mil. Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB-' rating on
Lea Power Partners LLC's $305.4 million senior secured bonds. "We
removed the rating from CreditWatch, where we placed it with
negative implications on Dec. 22, 2011. The outlook is negative,"
S&P said.

"We based the affirmation and CreditWatch removal on our rating
assignment to FREIF North American Power I, which purchased Hobbs
Power Funding LLC, the owner of Lea Power Partners, from ArcLight
Capital. On Sept. 28, 2012, we assigned FREIF a 'BB-' rating and a
stable outlook, with a '2' recovery rating. First Reserve Corp.
indirectly holds a controlling interest in FREIF," S&P said.

"To maintain our current 'BBB-' rating on Lea Power, FREIF, the
new owner, would have to have creditworthiness equivalent to a
'BB-' rated entity, given our parent-project ratings linkage
criteria guidelines for U.S. transactions with a single parent,"
S&P said.


LEGENDS GAMING: To Sell Casinos to Chickasaw Nation
---------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that the owner
of the Diamond Jacks Casinos in Louisiana and Mississippi will
sell its assets to an entity owned by the Chickasaw Nation after
no other bidders stepped forward with a qualified offer.

                       About Legends Gaming

Legends Gaming LLC, owns gaming facilities located in Bossier
City, Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.  Louisiana
Riverboat Gaming Partnership disclosed $104,846,159 in assets and
$298,298,911 in liabilities as of the Chapter 11 filing.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.

The Court authorized the Debtors to sell their assets at an
Oct. 15, auction.  Qualified bids are due Sept. 24.


LEHMAN BROTHERS: SEC Seeks to Intervene in Barclays Court Fight
---------------------------------------------------------------
The U.S. Securities and Exchange Commission asked for Court
approval to intervene in Lehman Brothers Inc.'s appeal of a $5.5
billion award to Barclays Plc that stemmed from the 2008 purchase
of the Lehman parent's North American businesses, according to a
September 26 report by Bloomberg News.

In a letter to the U.S. Court of Appeals in New York, the
regulator said it has the legal right to participate in all cases
involving a brokerage that is being liquidated under the
Securities Investor Protection Act.

The SEC previously sided with the Lehman brokerage in district
court, saying that as long as there is a shortfall in what is
owed to clients, Barclays has only a conditional claim on as much
as $1.3 billion reserved for customers, Bloomberg News reported.

The appeal is In re Lehman Brothers Holdings Inc., 12-2328, U.S.
Court of Appeals for the Second Circuit (Manhattan).

                       About Lehman Brothers

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: China Investments Unit Commences Liquidation
-------------------------------------------------------------
The sole shareholder of Lehman Brothers China Investments Limited
on Aug. 14, 2012, resolved to voluntarily liquidate the company's
business.

Only creditors who were able to file their proofs of debt by
Sept. 17, 2012, will be included in the company's dividend
distribution.

The company's liquidators are:

         Timothy Le Cornu
         Kenneth Krys
         KRyS Global, Governors Square
         Building 6, 2nd Floor
         23 Lime Tree Bay Avenue
         PO Box 31237, Grand Cayman KY1-1205
         Cayman Islands

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: Pan Asian Unit Commences Liquidation
-----------------------------------------------------
The sole shareholder of Lehman Brothers Pan Asian Investments
Limited on Aug. 14, 2012, resolved to voluntarily liquidate the
company's business.

Only creditors who were able to file their proofs of debt by
Sept. 17, 2012, will be included in the company's dividend
distribution.

The company's liquidators are:

         Timothy Le Cornu
         Kenneth Krys
         KRyS Global, Governors Square
         Building 6, 2nd Floor
         23 Lime Tree Bay Avenue
         PO Box 31237, Grand Cayman KY1-1205
         Cayman Islands

                       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: Taiwan Investments Unit Commences Liquidation
--------------------------------------------------------------
On Aug. 14, 2012, the sole shareholder of Lehman Brothers Taiwan
Investments Limited resolved to voluntarily liquidate the
company's business.

Only creditors who were able to file their proofs of debt by
Sept. 17, 2012, will be included in the company's dividend
distribution.

The company's liquidators are:

         Timothy Le Cornu
         Kenneth Krys
         KRyS Global, Governors Square
         Building 6, 2nd Floor
         23 Lime Tree Bay Avenue
         PO Box 31237, Grand Cayman KY1-1205
         Cayman Islands

                       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.


LESLIE'S POOLMART: Moody's Rates $575MM Sr. Sec. Term Loan 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
$575 million senior secured term loan and the proposed $50 million
senior secured delayed draw term loan of Leslie's Poolmart, Inc.
At the same time, Moody's affirmed the company's corporate family
and probability of default ratings at B3. The outlook remains
positive.

Moody's considered Leslie's high leverage pro forma for the
dividend recapitalization, but maintained its positive outlook
based on the expectation the company will deleverage over the next
twelve to eighteen months to a level more consistent with a higher
rating. According to Analyst Mariko Semetko, "We view Leslie's to
have one of the more stable business and cash flow profiles in the
specialty retail space given the non-discretionary nature of its
products in the residential and commercial pool market and its
steady track record of earnings growth."

Proceeds from the proposed $575 million senior secured term loan
combined with $10 million of proceeds from option exercises and
modest cash on hand will be used to repay the existing $305
million term loan and pay a $305 million distribution to
shareholders. Furthermore, the proposed term loan allows for a $50
million delayed draw term loan which will be used solely for
acquisition purposes within 180 days of closing of the refinance.
Moody's expects the planned acquisition to be leverage-neutral
given the likely EBITDA from the target.

Concurrent with the dividend recapitalization, the company will
enter a new $125 million asset based revolving facility (unrated
by Moody's), which Moody's expects will be undrawn at closing.
Moody's expects the company to maintain adequate liquidity over
the near term as availability under the revolver should
comfortably support the company's highly seasonal working capital
needs.

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

The following ratings were assigned:

  - Proposed $575 million senior secured term loan at B2 (LGD3,
    34%)

  - Proposed $50 million senior secured delayed draw term loan at
    B2 (LGD3, 34%)

The following ratings were affirmed:

  - Corporate family rating at B3

  - Probability of default rating at B3

Upon completion of the transaction, the following ratings will be
withdrawn:

  - $75 million senior secured revolver due 2015 at Ba3 (LGD2,
    20%)

  - $305 million senior secured term loan due 2017 at Ba3 (LGD2,
    20%)

The outlook remains positive.

Ratings Rationale

The B3 corporate family rating incorporates Leslie's high debt
leverage, its small scale, its highly seasonal cash flow, and its
aggressive financial policies. Pro forma for the proposed dividend
recap, debt/EBITDA will likely be well above 7.0 times
(incorporating Moody's analytical adjustments). At the same time,
the rating reflects the company's credible market position,
healthy profitability margins, and a history of sales and earnings
growth, particularly through cyclical downturns.

The positive outlook acknowledges Leslie's steady track record of
earnings growth and reflects Moody's view that it will continue to
strengthen debt protection metrics towards the stated upgrade
triggers. However, there is limited cushion on the outlook to
absorb incremental debt above and beyond for the dividend
recapitalization and the acquisition as proposed, or any
deterioration in operating performance or liquidity.

Ratings could be upgraded if Leslie's exhibits commitment towards
reducing leverage and towards growth in operating profit while
preserving its strong margins, and improving liquidity.
Quantitatively, the ratings could be upgraded if debt/EBITDA
approaches 6.0 times and EBITA/interest expense was sustained
above 1.5 times.

The ratings could be negatively impacted if operating performance
were to deteriorate in a way that caused higher financial
leverage, weakened liquidity, or resulted in potential covenant
concerns.

The principal methodology used in rating Leslie's Poolmart, 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.

Leslie's Poolmart, Inc., headquartered in Phoenix, Arizona, is a
specialty pool supplies retainer operating nearly 750 stores in 35
states under the "Leslie's Swimming Pool Supplies" banner, as well
as commercial service centers, a mail order catalogue, and a Web
store. Revenues for the latest twelve month period ended June 30,
2012 approximated $580 million. The company is owned by private
equity firms CVC Capital Partners (70%) and Leonard Green &
Partners (30%).


LESLIE'S POOLMART: S&P Rates New $575MM Sr. Secured Term Loan 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Phoenix-based, pool-supply retailer Leslie's
Poolmart Inc. The outlook is stable.

"At the same time, we assigned a 'B' issue-level rating with a '4'
recovery rating to the company's $575 million senior secured term
loan B. The '4' recovery rating indicates expectations for average
(30%-50%) recovery in the event of default," S&P said.

"Leslie's plans to use the proceeds from the debt facilities to
refinance its existing term loan and pay a $305 million dividend
to shareholders. We will withdraw our rating on the existing term
loan upon repayment," S&P said.

"The rating action reflects Standard & Poor's reassessment of
Leslie's business risk profile to 'fair' from 'weak,'" said
Standard & Poor's credit analyst Brian Milligan. The financial
risk profile remains "highly leveraged."

"The revision of the business risk profile is due to the company's
ability to grow market share, despite weak consumer spending and a
stagnant housing market, through its diverse product offerings and
staff technical expertise," explained Mr. Milligan. "We believe
Leslie's has a good market position in the highly fragmented,
seasonal pool-supply industry, which is riddled with competition
from numerous local stores, regional chains, home improvement
centers, and discounters."

"The stable outlook reflects our expectation that the company will
continue to open new stores and increase profits over the next 12
months. Although credit metrics could improve modestly during the
same period, we anticipate credit ratios will remain reflective of
a highly leveraged financial risk profile. We anticipate debt
leverage to fluctuate from the mid-4x to mid-7x area as the
company continues to grow its profitability and issue additional
dividends," S&P said.

"We could lower the ratings if performance turns negative, leading
to a change in our assessment of the business risk profile and a
deterioration of credit ratios such that EBITDA interest coverage
declines below the 1.5x area. Assuming no changes to debt, EBITDA
would need to decline 20% below our expectations, under this
scenario," S&P said.

"Although unlikely in the near term, we could raise the ratings if
the company's financial policies become less aggressive such that
debt leverage would be sustainable below the 5x area. For this to
occur, approximately $250 million of debt reduction would be
necessary with constant EBITDA," S&P said.


LIBERATOR INC: Delays Form 10-K for Fiscal 2012
-----------------------------------------------
Liberator, Inc., has experienced a delay in completing the
information necessary for inclusion in its June 30, 2012, Form
10-K annual report.  The Company expects to file the Annual Report
within the allotted extension period.

                       About Liberator Inc.

Headquartered in Atlanta, Georgia, Liberator, Inc. is a provider
of goods and information to consumers who believe that sensual
pleasure and fulfillment are essential to a well-lived and healthy
life.  The information that the Company provides consists
primarily of product demonstration videos that the Company shows
on its Web sites and instructional DVD's that the Company sells.

Gruber & Company, LLC, in Lake Saint Louis, Missouri, noted that
conditions exist which raise substantial doubt about the Company's
ability to continue as a going concern unless it is able to
generate sufficient cash flows to meet its financing requirements
and attain profitable operations.

The Company had a net loss of $801,252 for the year ended June 30,
2011, following a net loss of $1.03 million during the prior year.

The Company's balance sheet at March 31, 2012, showed $3.68
million in total assets, $4.55 million in total liabilities and a
$877,122 total stockholders' deficit.


LIGHTSQUARED INC: Modifies FCC Request for Spectrum Usage
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LightSquared Inc. filed a modified proposal with the
U.S. Federal Communications Commission for use of the frequency
spectrum to allow building out the company's earth and satellite-
based wireless communications system.

According to the report, the company's bankruptcy was precipitated
when the FCC blocked completion of the project out of concern it
would interfere with reception by global positioning devices.  The
new proposal calls for giving up some operations in the spectrum
near the GPS system.  In return, LightSquared would share
government frequencies for weather satellites and weather
balloons.  A pivotal hearing in the Chapter 11 reorganization will
take place Oct. 30 when the so-called LP lenders ask the judge for
permission to sue LightSquared's owner Harbinger Capital Partners
LLC over alleged defects in loans and security interests.

                      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.


LIGHTSQUARED INC: Exclusivity Extended Until End of January
-----------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Shelley C. Chapman on Monday extended LightSquared Inc.'s
exclusive right to file a Chapter 11 plan until the end of January
after the debtor said it anticipates a possible breakthrough on
the make-or-break issue of its hoped-for 4G spectrum.

Judge Chapman approved LightSquared's proposed exclusivity period
extension for 141 days after its Sept. 11 expiration, giving it a
new deadline of Jan. 31 to file a plan before other parties can
begin floating their own, according to Bankruptcy Law360.

                      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.


MCCLATCHY CO: Deregisters 7.6MM Shares Under 2004 Incentive Plan
----------------------------------------------------------------
Effective as of Jan. 24, 2012, The McClatchy Company adopted The
McClatchy 2012 Omnibus Incentive Plan, which replaces the
Company's 2004 Stock Incentive Plan, the Company's Long-Term
Incentive Plan and the Company's Chief Executive Officer Bonus
Plan.  The 2004 Stock Incentive Plan was frozen and no additional
awards will be made thereunder, and the L-TIP and the CEO Bonus
Plan were terminated and no additional awards will be made
thereunder.

On May 4, 2012, the Company filed a Registration Statement on Form
S-8 to register the maximum number of shares of Class A common
stock, $.01 par value, of the Company available for issuance
pursuant to the 2012 Incentive Plan, which consists of the sum of:

   (a) 5,000,000 shares of Common Stock initially authorized for
       issuance pursuant to the 2012 Incentive Plan; plus

   (b) 552,000 shares of Common Stock available for future awards
       but not subject to outstanding awards under the 2004 Stock
       Incentive Plan as of May 16, 2012; plus

   (c) 7,056,000 shares of Common Stock subject to outstanding
       awards under the 2004 Stock Incentive Plan as of
       May 16, 2012, which thereafter terminate by expiration,
       forfeiture, cancellation or otherwise without the issuance
       of those shares of Common Stock.

The Company deregisters 7,608,000 shares previously registered
under the 2004 Stock Incentive Plan under the 2004 Registration
Statement and 2008 Registration Statement.

                    About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company's balance sheet at June 24, 2012, showed $2.92 billion
in total assets, $2.72 billion in total liabilities and $202.40
million in stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.


METRO FUEL: New Lenders Require Quick Asset Sale
------------------------------------------------
New York-based heating oil supplier Metro Fuel Oil Corp. and its
affiliates sought Chapter 11 protection (Bankr. E.D.N.Y. Case No.
12-46913) on Sept. 27 in Brooklyn.

The following day, the Debtors obtained interim approval from
Judge Elizabeth S. Stong to access $3 million of DIP financing
from new lenders pending final approval of the loan.

Metro has secured commitment of $10 million in secured financing
from Third Avenue Special Situations (Master) Fund LP and Zell
Credit Opportunities Master Fund LP.  The DIP lenders agreed to
provide $5 million on an interim basis.

The Debtors failed to reach a deal for DIP financing with
prepetition bank lenders New York Commercial Bank and Valley
National Bank.  The bank lenders are owed $31.8 million on a
revolver and $16.4 million on a term loan.  There's also
$9.1 million owed to senior notes issued to the New York City
Industrial Development Agency.

If approved by the bankruptcy court, the new loan would have a
lien coming ahead of the bank debt, though not ahead of the
industrial revenue bonds.

The Debtors also obtained approval to use cash collateral.  Metro
said there is sufficient value in the assets of the business to
justify the immediate use of cash collateral and it is also
prepared to provide the existing lenders with an adequate
protection package that includes replacement lines on postpetition
cash, inventory, accounts receivable and other assets such as
"Lot 14", which has an equity cushion of roughly $23 million.

A further hearing on the DIP financing is scheduled for Oct. 9,
2012 at 12:00 p.m.

                         Sale in 3 Months

The DIP financing matures on the earlier of (a) 90 days after the
Petition Date and (b) the closing of a sale of all, substantially
all, or a material portion of the Debtors' assets.  The DIP
facility provides for a single 30-day extension of the DIP
maturity date at the election of the borrowers, subject to payment
of an extension fee.

The DIP facility also sets milestones requiring the Debtors to:

   -- submit to the Court sale procedures within 10 days of the
      Petition Date.

   -- obtain approval of the sale procedures within 30 days of the
      Petition Date.

   -- conduct and conclude an auction within 75 days of the
      Petition Date.

   -- close the sale of the assets within 90 days of the Petition
      Date.

                         Road to Bankruptcy

"Despite its leading position and unique assets within the local
energy market, Metro is experiencing a severe liquidity crisis.
In early 2008, Metro began building one of the largest advanced
biodiesel production facilities in North America adjacent to its
headquarters in Brooklyn, which facility is 90% complete and has
an expected capacity of 110 million gallons per year.  Cost
overruns and other expenses associated with construction of the
biodiesel plant, together with poor core business performance due
to an unexpectedly warm winter, have depleted Metro's operating
cash," AlixPartners LLP's David Johnston, chief restructuring
officer of the Debtors, says in a court filing.

"Metro's lack of liquidity and vendor credit have resulted in
significantly reduced inventory levels and purchasing power,
further restricting Metro's ability to buy and sell product to
service its customers, and delays in anticipated tax refunds
related to government sales have been a further hit to Metro's
cash position. This lack of liquidity has caused Metro to procure
fuel from competitors' terminals instead of purchasing in bulk via
pipeline or barge.  This stopgap approach has enabled Metro to
preserve its customer base, but has eroded margin temporarily by
approximately 6 cents or 2% and requires Metro to pay taxes for
product to be delivered to tax-exempt entities and subsequently
file for refunds from the various governmental agencies.

"To address Metro's severe liquidity issues, it appears that
Metro's former chief financial officer misstated accounts
receivable numbers to increase Metro's borrowing ability under its
revolving credit facility, resulting in Metro overdrawing its
revolving credit facility by approximately $18.5 million.
Immediately upon discovering these circumstances, Metro took a
number of decisive actions to ensure transparency and restore
credibility to the company, including hiring AlixPartners and
Kirkland, terminating its chief financial officer, and alerting
its secured lenders of the problem and keeping them fully apprised
of ongoing efforts to remedy the collateral gap and repay the
revolver in the near term from proceeds of a refinancing and/or
strategic investment for which Metro is actively engaged in
discussions. While Metro has attempted to work constructively with
its existing lender group on an out of court solution, the lenders
have been unwilling to cooperate with the company on its efforts
to bridge to a pay down transaction.  Instead, the lenders have
accelerated all of the debt obligations and swept substantially
all of Metro's cash on hand -- approximately $2.2 million --
between the period of September 12, 2012 and September 21, 2012.
Metro's lenders have made clear that they will not release the
funds or provide any additional financing to the business either
in or out of a bankruptcy proceeding, and have expressed a desire
to liquidate the company immediately.  Unfortunately, the
precipitous actions taken by the lenders in an effort to serve
their own interests have left Metro with inadequate liquidity to
continue operations and threaten to destroy value. Metro has
commenced the chapter 11 cases to pursue a streamlined sale
process that, under the circumstances, is the best way to maximize
value for all of Metro's stakeholders, including its many other
creditors, employees and customers."

                       Market the Business

According to Mr. Johnston, since the cash sweep, Metro has been
surviving day to day on incoming receivables while it continues to
pursue strategic and financial investments that would repay the
revolving credit line, as Metro believes there is significant
value in its assets that exceeds the current indebtedness.

Although Metro's strategic discussions have begun to bear fruit
and the Debtors are optimistic about a recapitalization or sale of
assets that will maximize value for all stakeholders, the lenders
actions have impaired the enterprise value of businesses and left
Metro with very limited access to cash, requiring the company to
substantially reduce all operating activity and precluding
critical inventory purchases as Metro heads into the crucial and
lucrative winter season.  The Debtors are mindful of their
fiduciary obligations and intend to market the business in an
efficient and value-maximizing process but, absent immediate
access to their cash collateral and postpetition financing, Metro
will be unable to pay employees, vendors and governmental
authorities, which will jeopardize the welfare of the communities
and customers that Metro serves and further destroy enterprise
value.

Accordingly, Metro commenced the chapter 11 cases to access cash
on hand, cash generated from operations and postpetition financing
to continue essential daily operations while funding an expedited
sale process in bankruptcy.

Kirkland & Ellis LLP serves as counsel to the Debtors.  Epiq
Bankruptcy Solutions LLC is the claims agent.

                         About Metro Fuel

Metro is a family-owned energy company, founded in 1942, that
supplies and delivers bioheat, biodiesel, heating oil, central air
conditioning units, ultra low sulfur diesel fuel, natural gas and
gasoline throughout the New York City metropolitan area and Long
Island.  Through strategically placed terminals and storage
facilities located in Greenpoint, Brooklyn and Calverton,
Long Island, as well as a fleet of 55 transport trucks, Metro
serves the fuel needs of its commercial and residential customers,
including New York City agencies, schools, hospitals, buses and
housing developments.


METRO FUEL: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Metro Fuel Oil Corp.
        fka Newtown Realty Associates, Inc.
            Frater Fuel Company
            Sparbro Fuel Oil
            Rocky & Marciano Fuel Oil
            Northside Fuel
            Dan-Paul Fuel Oil
            Henjes Company
            Seasons Fuel Oil
        500 Kingsland Avenue
        Brooklyn, NY 11222

Bankruptcy Case No.: 12-46913

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
Metro Terminals Corp.                 12-46914
Metro Terminals of Long Island, LLC   12-46915
Metro Biofuels, LLC                   12-46916
Metro Energy Group LLC                12-46917
Metro Plumbing Services Corp.         12-46918
Apollo Petroleum Transport, LLC       12-46919
Kings Land Realty, Inc.               12-46920
Apollo Pipeline, LLC                  12-46921
Apollo Petroleum Transport, Inc.      12-46922

Chapter 11 Petition Date: September 27, 2012

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Elizabeth S. Stong

Debtors' Counsel: Nicole Greenblatt, Esq.
                  KIRKLAND & ELLIS LLP
                  601 Lexington Avenue
                  New York, NY 10022
                  Tel: (212) 446-4800
                  Fax: (212) 446-4900
                  E-mail: nicole.greenblatt@kirkland.com

Debtors'
Notice and
Claims Agent:     EPIQ BANKRUPTCY SOLUTIONS, LLC

Lead Debtor's
Estimated Assets: $10,000,001 to $50,000,000

Lead Debtor's
Estimated Debts: $50,000,001 to $100,000,000

The petitions were signed by Paul J. Pullo, authorized signatory.

Debtors' Consolidated List of Their 30 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bayside Fuel Oil Depot Corp.       Trade AP             $5,716,492
P.O. Box 140128
1776 Shore Parkway
Brooklyn, NY 11385

Amerada Hess Corp.                 Throughput           $3,408,505
1 Hess Plaza
Woodbridge, NJ 07095-0961

NIC Holding Corp.                  Trade AP             $2,588,230
25 Melville Park Road, Suite 210
Melville, NY 30348-5243

Global Companies LLC               Throughput           $1,632,787
P.O. Box 9161
Waltham, MA 11372

Buckeye Pipeline                   Throughput           $1,173,305
5 Tek Park
9999 Hamilton Boulevard
Breinigsville, PA 18031

Phillips 66 Company                Trade AP               $486,038
22342 Network Place
Chicago, IL 60673-1223

Motiva Enterprises LLC             Trade AP               $363,254
P.O. Box 201755
Houston, TX 77216

Safety-Kleen Systems, Inc.         Trade AP               $240,504

Leonard Engineering                Trade AP               $238,178

Spot Market Petroleum Inc.         Trade AP               $230,000

Agostino & Associates, PC          Trade AP               $200,000

Greenpoint Truckstop, Inc.         Trade AP                $90,000

Control Associates Inc.            Trade AP                $77,590

Valero Marketing and Supply Co.    Trade AP                $77,477

Cremer & Associates                Trade AP                $63,000

ADC Wholesale Fuel Inc.            Customer Deposit        $50,000

Sulzer Chemtech USA, Inc.          Trade AP                $46,560

Advanced Digital Data              Trade AP                $46,065

Big Apple Energy                   Trade AP                $44,491

Eastern Aviation Fuels, Inc.       Trade AP                $43,025

Ultra Green                        Trade AP                $42,412

Kirby Offshore Marine Operating,   Trade AP                $42,066
LLC

Amaf Burner & Control Supply       Trade AP                $40,978

Norton & Associates, LLC           Trade AP                $36,301

Mayer Mablin                       Trade AP                $29,905

Blackman Plumbing Supply Co., Inc. Trade AP                $25,375

Poling Cutler Marine               Trade AP                $24,139
Transportation

Marcy Tire Inc.                    Trade AP                $21,912

Atlantech Distribution, Inc.       Trade AP                $20,091

MGY Mechanical LLC                 Trade AP                $20,000


MONTECITO AT MIRABEL: Court Rules Case Transfer Is Appropriate
--------------------------------------------------------------
The Hon. Sarah Sharer Curley of the U.S. Bankruptcy Court for the
District of Arizona, said in a minute entry dated Sept. 6, 2012,
that Montecito At Mirabel Development, L.L.C., must file motion to
reinstate the case.

The Court order was in response to Compass Bank's motion to
transfer and reassign the Debtor's case to the Hon. George B.
Nielsen, Jr., pursuant to Local Rule 1073-1(E).  Compass Bank has
requested for the transfer of the case to Judge Nielsen before the
Judge has ruled on the dismissal of the case.

According to the Court, it has considered the interests of the
creditors, and the Debtor, and finds that it is appropriate that
the case be transferred to Judge Nielsen.

On Aug. 16, Judge Curley dismissed the case of the Debtor for
failing to timely file the schedules and statements required.

                    About Montecito At Mirabel

Scottsdale, Arizona-based Montecito At Mirabel Development,
L.L.C., filed for Chapter 11 protection (Bankr. D. Ariz. Case No.
12-15110) on July 5, 2012.  Bankruptcy Judge Sarah Sharer Curley
presides over the case.  Shelton L. Freeman, Esq., at Deconcini
Mcdonald Yetwin & Lacy, PC represents the Debtor in its
restructuring effort.  The Debtor estimated assets and debts at
$10 million to $50 million as of the Chapter 11 filing.  The
petition was signed by Megan Johnson, manager.

Debtor-affiliates Weston Ranch Development, LLC, and The Landing
at Reid's Ranch Development, LLC, filed for separate Chapter 11
petitions (Bankr. Cases 09-33901 and 09-33903) on Dec. 31, 2009.


MOTORS LIQUIDATION: Further Amends Tax Holdback Calculation Mode
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Motors Liquidation Company GUC Trust is treated, for U.S. federal
income tax purposes, as a disputed ownership fund taxed as a
qualified settlement fund.  As such, the GUC Trust recognizes
taxable gain and/or loss from any dispositions and distributions
of the common stock and warrants issued by General Motors Company
held by the GUC Trust (other than those New GM Securities
distributed to beneficiaries of the GUC Trust on or before
Jan. 13, 2012), equal to the difference between the market value
of the New GM Securities at the time of disposition or
distribution and the tax basis of those New GM Securities, which
tax basis was established on Dec. 15, 2011.  Any potential U.S.
federal tax liability of the GUC Trust associated with those gains
is referred to as "Taxes on Distribution."

As at March 31, 2012, the GUC Trust had withheld, or set-aside,
New GM Securities in an approximate aggregate amount of $108.6
million (based upon the fair value of such New GM Securities at
March 31, 2012) from distribution to beneficiaries of the GUC
Trust, for purposes of satisfying current or projected Taxes on
Distribution.  This process of setting-aside New GM Securities is
not related to, and is separate from, the process of recording
reserves for expected costs in the GUC Trust's Statement of Net
Assets in Liquidation as a matter of financial reporting, which is
only required for expected costs of liquidation that are estimable
and probable under applicable accounting standards.

Following the close of the fiscal quarter ended March 31, 2012,
the trust administrator and trustee of the GUC Trust modified the
calculation utilized to determine the Tax Holdback for the fiscal
quarter ended March 31, 2012.  Pursuant to the First Revised
Calculation as at June 30, 2012, the GUC Trust had withheld, or
set-aside, New GM Securities in an approximate aggregate amount of
$150.8 million (based upon the fair value of such New GM
Securities at June 30, 2012).

Following the close of the fiscal quarter ended June 30, 2012, the
GUC Trust Administrator conducted a review of the First Revised
Calculation.  On Sept. 26, 2012, the GUC Trust Administrator
announced that, in conjunction with the professionals employed by
the GUC Trust and the trust monitor of the GUC Trust, it had
determined to further modify the methodology underlying the First
Revised Calculation.

In the same manner as the First Revised Calculation, the Second
Revised Calculation includes any current income tax liabilities
for gains on the New GM Securities realized upon distribution or
other liquidation during the current and prior fiscal periods and
potential unrealized gains on the then-remaining New GM Securities
held by the GUC Trust as at the end of the current fiscal period.

The Second Revised Calculation calculates those gains by comparing
to their tax basis the respective market prices of the liquidated
or distributed New GM Securities as at the date and time of any
liquidation or distribution, or the respective highest market
prices of New GM Securities from Dec. 15, 2011, to the relevant
date of measurement for the then remaining New GM Securities held
by the GUC Trust.  The then-current applicable tax rate is applied
to the realized and estimated potential unrealized gains
determined in the manner set forth above, resulting in a total
estimated potential tax reflected as a dollar value.  Unlike the
First Revised Calculation, however, the Second Revised Calculation
then converts the Estimated Potential Tax into the number of New
GM Securities comprising the Tax Holdback using the lowest
respective closing price of the New GM Securities from Dec. 15,
2011, to the relevant date of measurement.  This differs from the
First Revised Calculation, which used the respective closing
prices of the New GM Securities on the last business day of the
relevant fiscal quarter.

The Estimated Potential Tax as at the end of any past or future
fiscal periods, insofar as it relates to unrealized gains, is only
an estimate of that potential liability.  The market prices for
the New GM Securities used in making thoses estimates may differ
from the actual prices prevailing at the time the gains are
realized (upon distribution or other disposition); income tax
rates may change; and the estimated future deductible GUC Trust
expenses may differ from the actual amount of such expenses
incurred by the GUC Trust.  As a result, the Tax Holdback may need
to be adjusted from one fiscal period to the next, and the amount
of the Estimated Potential Tax as at the date of the most recent
fiscal period may be more or less than the amount of income tax
expense actually incurred by the GUC Trust.  The GUC Trust
Administrator intends to reevaluate the Estimated Potential Tax
and the Tax Holdback on a quarterly basis.

                     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.


MUNICIPAL CORRECTIONS: Owner of Georgia Prison May Have Trustee
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a privately operated prison owner in Georgia named
Municipal Corrections LLC may or may not reorganize in Nevada and
may or may not retain control of its own affairs.

According to the report, the prison was expanded with $54 million
in proceeds from two issues of municipal bonds.  With the bonds in
default and the prison facing foreclosure by the county for unpaid
real estate taxes, the indenture trustee and two bondholders filed
an involuntary Chapter 11 bankruptcy petition in February in Las
Vegas.  In August, the bankruptcy judge ruled that the prison is
properly in Chapter 11 to reorganize.  Prison operator Terry
O'Brien filed papers joined by the county to move the bankruptcy
to Georgia.  The Nevada judge may rule soon after papers filed
last week.  Only the county is now seeking transfer to Georgia.

The report relates that UMB Bank NA, the indenture trustee, filed
papers last week asking the Nevada judge to oust management and
appoint a Chapter 11 trustee.  The indenture trustee claims that
O'Brien has a conflict of interest from being a principal for both
the owner of the prison and the separate non-bankrupt affiliate
that operates the facility.  The bank contends that O'Brien cannot
make an independent decision on whether there should be another
company brought in to operate the prison.

The Bloomberg report discloses that although the prison has 1,200
beds, the census averaging between 700 and 800 covered only
operating expense, the indenture trustee said in a prior court
filing.  The bondholders are allowing the prison operator to use
cash income pledged as part of the security for the bonds.

                    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.


NET ELEMENT: Kenges Rakishev Discloses 27.8% Equity Stake
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Kenges Rakishev disclosed that as of
Sept. 27, 2012, he beneficially owns 213,333,334 shares of common
stock of Net Element, Inc., representing 27.8% of the shares
outstanding.  Mark Global Corporation beneficially owns
200,000,000 common shares as of Sept. 27.  Mr. Rakishev is the
sole shareholder of Mark Global.  Mr. Rakishev previously reported
beneficial ownership of 28% equity stake as of April 20, 2012.
A copy of the amended filing is available for free at:
http://is.gd/uAZmfA

                         About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media Web sites in the film,
auto racing and emerging music talent markets.

Following the 2011 results, Daszkal Bolton LLP, in Fort
Lauderdale, Florida, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has experienced recurring losses
and has an accumulated deficit and stockholders' deficiency at
Dec. 31, 2011.

The Company reported a net loss of $24.85 million in 2011,
compared with a net loss of $3.10 million in 2010.

The Company's balance sheet at June 30, 2012, showed $3.22 million
in total assets, $7.69 million in total liabilities, and a
$4.46 million total stockholders' deficit.


NEWPAGE CORP: Creditors Use Mediation to Settle on Plan
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the NewPage Corp. warring creditor factions came to
agreement on a reorganization plan with help from a bankruptcy
judge serving as mediator.

According to the report, the plan will give all the stock to
holders of first-lien notes.  Second-lien noteholders and some
unsecured creditors will split up $30 million in cash and the
first $50 million collected by a litigation trust.  After the
initial $50 million from the trust, additional distributions will
be shared by the first- and second-lien noteholders and some
unsecured creditors.  Trade suppliers who agree to provide credit
in the future will receive 15% on their claims over two years,
according to a company statement.

The report relates that the company reported a $2.25 million net
loss in August on net sales of $273.7 million.  Reorganization
expenses in the month were $3.9 million, according to the
operating report filed with the bankruptcy court in Delaware.

The report notes that Newpage filed a Chapter 11 plan in August
that dissatisfied both secured and unsecured creditors. NewPage
had been saying that unsecured creditors are "hopelessly out of
the money" with no theory that would bring them a dividend under a
Chapter 11 plan.  Although the NewPage bankruptcy is pending in
Delaware, the mediator was Bankruptcy Judge Robert Drain from New
York.  Newpage will fund the litigation trust with $40 million
cash and specified lawsuit recoveries. NewPage will also loan the
trust $5 million to be used for administrative expenses.  The
official creditors' committee supports the newly negotiated plan.

According to Bloomberg, the official committee argued that that
the lenders financed an acquisition in 2007 and a refinancing two
years later that included fraudulent transfers.

                           *     *     *

Eileen M. Adams at River Valley Sun Journal reports that George F.
Martin, president and CEO of NewPage, said in a statement the
agreement is a very important step for NewPage.  "And assuming
satisfaction of certain conditions, this agreement should allow us
to emerge from Chapter 11 in the near term," the report quotes Mr.
Martin as saying.

"It's only agreed to in principle and has not totally been voted
on by all creditors," the report quotes Mr. Martin as saying.
"But it's very good for the (union) membership."

The report relates Ron Hemingway, president of Local 400, said one
of the primary concerns of the union is approval of the labor
contract by the bankruptcy court.  He expects the contract to be
taken up at bankruptcy court later this month.

The report notes Local 400 has about 750 members at the Rumford
NewPage mill.

Sun Journal also reports Mr. Martin said the company may soon sign
an exit financing facility in the form of a $500 million secured
term debt and a $400 million asset-based revolving credit.

                         About NewPage Corp

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

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

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

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

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

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

Eighty percent owned by Cerberus Capital Management LP, NewPage
listed assets of $3.4 billion and debt totaling $4.2 billion in
the Chapter 11 reorganization begun in September 2011. Liabilities
included $232 million on a revolving credit plus $1.77 billion on
11.375% senior secured first-lien notes.  Second-lien obligations
include $802 million in 10% secured notes and $225 million in
floating-rate notes.  In addition to $200 million in 12% senior
unsecured notes, $498 million is owing on two issues of floating-
rate pay-in-kind notes.

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


NUTRA-LUXE M.D.: Loses in PBL Patent Suit, Files for Ch. 11
-----------------------------------------------------------
Nutra-Luxe M.D., LLC, filed a Chapter 11 petition (Bankr. M.D.
Fla. Case No. 12-14736) in Ft. Myers, Florida.

Founded in 2002, Nutra-Luxe manufactures and sells scientifically
advanced cosmetic products and anti-aging skin care therapies
designed to ensure healthy and youthful skin.  Nutra-Luxe
generated $5.77 million of revenue in 2011 and has generated
nearly $5.59 million of revenue to date in 2012.  The Debtor has
15 to 30 employees depending on current capacity demands.

The Debtor has no secured operational financing and has operated
successfully on its cash flow for years.

Nutra-Luxe's recent financial woes emanate from its oscillating
face brush line, which historically has represented 25% of its
revenues.  On Sept. 13, 2012, Nutra-Luxe was subject to an adverse
judgment rendered in federal district court litigation in Seattle.
The judgment incorporated a jury verdict that found that the
NutraSonic oscillating face brush line, which is produced by
Nutra-Luxe, to infringe upon the patent of Pacific Bioscience
Laboratories, Inc. and awarded $11 million to PBL.  While Nutra-
Luxe is still considering all of its litigation rights and
business rights, it has currently suspended sales of NutraSonic
oscillating facebrush.

Nutra-Luxe has strong reasons to believe that, with the
protections afforded by filing for Chapter 11, it can maintain its
other business lines while resolving issues outstanding in the
Seattle Litigation.

The Debtor on the petition date filed motions to (i) prohibit
utilities from discontinuing service, (ii) maintain its
prepetition banc accounts, (iii) pay prepetition wages, (iv) hire
Fowler White Boggs PA, in Tampa, as counsel, and (v) accrue salary
for Peter von Berg, its president and sole managing member.

The Debtor estimated just under $1 million in assets and at least
$10 million in liabilities.


NUTRA-LUXE M.D.: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Nutra-Luxe M.D., LLC
        6835 International Center Boulevard, Suite 5
        Fort Myers, FL 33912

Bankruptcy Case No.: 12-14736

Chapter 11 Petition Date: September 27, 2012

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

Debtor's Counsel: Scott A. Underwood, Esq.
                  FOWLER WHITE BOGGS PA
                  P.O. Box 1438
                  Tampa, FL 33601
                  Tel: (813) 228-7411
                  Fax: (813) 229-8313
                  E-mail: Scott.Underwood@fowlerwhite.com

                         - and ?

                  Paul Anthony Giordano, Esq.
                  FOWLER WHITE BOGGS, P.A.
                  P.O. Box 1567
                  Fort Myers, FL 33902
                  Tel: (239) 334-7892
                  Fax: (239) 334-3240
                  E-mail: pgiordano@fowlerwhite.com

                         - and ?

                  Linda Jing Zhou, Esq.
                  FOWLER WHITE BOGGS, P.A.
                  P.O. Box 1438
                  Tampa, FL 33601
                  Tel: (813) 222-3327
                  E-mail: linda.zhou@fowlerwhite.com

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

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

The petition was signed by Peter von Berg, managing member.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Pacific Bioscience Laboratories,   Judgment            $11,615,000
Inc.
13222 SE 30th Street, Suite A1
Bellevue, WA 98005

Peter von Berg                     Note Payable           $406,218
6835 International Center, Suite #5
Fort Myers, FL 33912

Weiss & Moy P.C.                   Legal Representation   $285,673
Attn: Jeffrey Weiss, Esq.
4202 N. Brown Avenue
Scottsdale, AZ 85251

International Flex Associate       Lease/Rent             $161,000

Peter von Berg                     License Fee            $100,000

Mercedes Benz Financial Services   Auto Lease              $60,000

Audi Financial Services            Auto Lease              $57,500

Premium Assignment Corp.           Property Insurance      $21,943

Fifth Third Bank - Mastercard      Credit Card             $14,232

Larry D. Johnson                   --                       $9,575

Zurich North America               Workers Comp Insurance   $9,154

Creative Response, Inc.            --                       $5,903

Focus Marketing Group, Inc.        --                       $5,309

Smile World Corp.                  --                       $4,950

Palm Printing                      --                       $3,392

Southwest Professional Serv.       --                       $1,995

MSG & Associates, LLC              --                       $1,748

United Parcel Service              --                       $1,659

Uline                              --                       $1,306

Sun & Associates                   --                       $1,250


PATRIOT COAL: S&P Withdraws 'D' Corp. Credit Rating at Request
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' corporate
credit rating on Patriot Coal Corp. at the company's request. "At
the same time, we withdrew our 'D' issue-level rating and '3'
recovery rating on Patriot's senior unsecured debt," S&P said.

The withdrawal of the ratings follows the company's bankruptcy
filings under Chapter 11 in the U.S. Bankruptcy Court on July 9,
2012.


PENNSYLVANIA HIGHER: Moody's Cuts Ratings on 9 Bonds to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service downgraded 10 classes of student loan
bonds and confirmed 86 classes of student loan bonds issued by
Pennsylvania Higher Education Assistance Agency under a master
Indenture established as of August 1, 1997. The underlying
collateral consists of 99.87% student loans originated under the
Federal Family Education Loan Program (FFELP), which are
guaranteed by the U.S. government for a minimum of 97% of
defaulted principal and accrued interest, and 0.13% unguaranteed
private student loans.

Ratings Rationale

The downgrades of the subordinate bonds are a result of increased
defaults in the FFELP student loan collateral pools and the
consequent increase in Moody's default cash flow assumptions.
Moody's principal methodology "Moody's Approach to Rating
Securities Backed by FFELP Student Loans" published on 2 April,
2012, reflects the increase in defaults across various FFELP loan
types. In addition, in this transaction the interest rates on the
outstanding tax-exempt senior and subordinate bonds are calculated
as a product of 175% and 200%, depending on the ratings of the
bonds, and an interest rate index. Therefore, under high interest
cash flow scenarios the coupon rate increased significantly,
leading to negative excess spread for the transaction.

The principal methodology used in this rating was "Moody's
Approach to Rating Securities Backed by FFELP Student Loans",
published in April 2012.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. From time to time, Moody's may, if warranted, change
these expectations. Performance that falls outside the given range
may indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics.

The ratings of the bonds will remain unchanged at A3(sf) and Ba1
(sf) for the senior and subordinate bonds, respectively, if the
spread between the 3 month LIBOR index on the liability side and
the 1 month LIBOR on the asset side is 10bps lower or 10bps
higher.

To assess rating implications of the higher expected losses, each
individual transaction was run through a variety of stress
scenarios using the Structured Finance Workstation(R) (SFW), a
cash flow model developed by Moody's Wall Street Analytics.

The complete rating actions are as follows:

Issuer: Pennsylvania Higher Education Assistance Agency (1997
Indenture)

Sr. Ser. 1998C, Confirmed at A3 (sf); previously on Apr 2, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2000F-1, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2000F-2, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2000H, Confirmed at A3 (sf); previously on Apr 2, 2012 A3
(sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2000J-2, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2000J-3, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2000J-4, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2001L-1, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2001L-2, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2002N-1, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2002N-2, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2002R-1, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2002R-2, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2002T-1, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2002T-2, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2002T-3, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2002T-4, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2002T-5, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sub. Ser. 2002U, Downgraded to Ba1 (sf); previously on Apr 2, 2012
Baa3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2002V-1, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2002V-2, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2002V-3, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2002V-4, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2003W-1, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2003W-2, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sub. Ser. 2003X, Downgraded to Ba1 (sf); previously on Apr 2, 2012
Baa3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2003Y-1, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2003Y-2, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2003Y-3, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2003Y-4, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2004Z-1, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2004Z-3, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2004Z-4, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2004AA-1, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2004AA-2, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2004BB-1, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2004BB-2, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2004BB-3, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2004BB-4, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2005CC-2, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2005CC-3, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2005DD-1, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2005DD-2, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2005EE-1, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2005EE-2, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2005EE-3, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2005EE-4, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2005GG-1, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2005GG-2, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2005GG-3, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2005GG-4, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2005GG-5, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2006HH-1, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2006HH-2, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2006HH-3, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2006HH-4, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2006HH-5, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2006HH-6, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2006HH-7, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2006HH-8, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2006HH-9, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2006HH-10, Confirmed at A3 (sf); previously on Apr 2,
2012 A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2006JJ-1, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2006JJ-2, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2006JJ-3, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2006JJ-4, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2006JJ-5, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2006JJ-6, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2006JJ-7, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2006JJ-8, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2006JJ-9, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2006JJ-10, Confirmed at A3 (sf); previously on Apr 2,
2012 A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2007LL-1, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2007LL-2, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2007LL-3, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2007LL-4, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2007LL-5, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2007LL-6, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2007LL-7, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2007LL-8, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2007LL-9, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2007LL-10, Confirmed at A3 (sf); previously on Apr 2,
2012 A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2007MM-1, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2007MM-2, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2007MM-3, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2007MM-4, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2007MM-5, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sr. Ser. 2007MM-6, Confirmed at A3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

Sub. Ser. 2000G, Downgraded to Ba1 (sf); previously on Apr 2, 2012
Baa3 (sf) Placed Under Review for Possible Downgrade

Sub. Ser. 2000K, Downgraded to Ba1 (sf); previously on Apr 2, 2012
Baa3 (sf) Placed Under Review for Possible Downgrade

Sub. Ser. 2001M, Downgraded to Ba1 (sf); previously on Apr 2, 2012
Baa3 (sf) Placed Under Review for Possible Downgrade

Sub. Ser. 2002O, Downgraded to Ba1 (sf); previously on Apr 2, 2012
Baa3 (sf) Placed Under Review for Possible Downgrade

Sub. Ser. 2005FF, Downgraded to Ba1 (sf); previously on Apr 2,
2012 Baa3 (sf) Placed Under Review for Possible Downgrade

Sub. Ser. 2006II, Downgraded to Ba1 (sf); previously on Apr 2,
2012 Baa3 (sf) Placed Under Review for Possible Downgrade

Sub. Ser. 2006KK, Downgraded to Ba1 (sf); previously on Apr 2,
2012 Baa3 (sf) Placed Under Review for Possible Downgrade

Sub. Ser. 2007NN, Downgraded to Ba1 (sf); previously on Apr 2,
2012 Baa3 (sf) Placed Under Review for Possible Downgrade


PHI GROUP: Delays Form 10-K for Fiscal 2012 for Review
------------------------------------------------------
PHI Group, Inc., was unable to file, without unreasonable effort
and expense, its Form 10-K for the fiscal year ended June 30,
2012, due to the requirement for additional time by the auditors
to review its financial information to be included in the
Form 10-K.

                          About PHI Group

Huntington Beach, Calif.-based PHI Group, Inc., through its wholly
owned and majority-owned subsidiaries, is engaged in a number of
business activities, the scope of which includes consulting and
merger and acquisition advisory services, real estate and
hospitality development, mining, natural resources, energy, and
investing in special situations.  The Company invests in various
business opportunities within its chosen scope of business,
provides financial consultancy and M&A advisory services to U.S.
and foreign companies, and acquires selective target companies
under special situations to create additional long-term value for
its shareholders.

In its auditors' report accompanying the consolidated financial
statements for the fiscal year ended June 30, 2011, Dave Banerjee
CPA, in Woodland Hills, Calif., expressed substantial doubt about
PHI Group's ability to continue as a going concern.  The
independent auditors noted that the Company has accumulated
deficit of $28,177,788 and net loss amounting $1,178,297 for the
year ended June 30, 2011.

The Company reported a net loss of $1.2 million for the fiscal
year ended June 30, 2011, compared with a net loss of $3.6 million
for the fiscal year ended June 30, 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.46 million
in total assets, $10.11 million in total liabilities, all current,
and a $7.65 million total stockholders' deficit.


PLY GEM HOLDINGS: Closes $160 Million Senior Notes Offering
-----------------------------------------------------------
Ply Gem Industries, Inc., a wholly-owned subsidiary of Ply Gem
Holdings, Inc., completed on Sept. 27, 2012, its previously
announced offering of $160 million aggregate principal amount of
9.375% Senior Notes due 2017.

In connection with the issuance of the Notes, Ply Gem Industries,
the Company and the Guarantors also entered into (i) an Indenture,
dated as of Sept. 27, 2012, among Ply Gem Industries, the
Guarantors and Wells Fargo Bank, National Association, as trustee
and (ii) a Registration Rights Agreement, dated as of Sept. 27,
2012, among Ply Gem Industries, the Guarantors and the Initial
Purchasers.

The Notes will mature on April 15, 2017.  Interest on the Notes
will accrue at 9.375% per annum and will be payable on April 15
and October 15 of each year, commencing on April 15, 2013.

The Notes are unconditionally guaranteed on a senior unsecured
basis by the Guarantors.  Ply Gem Industries' Canadian subsidiary,
Ply Gem Canada, Inc., is not, and future foreign subsidiaries will
not be, a guarantor of the Notes.

Prior to Oct. 15, 2014, Ply Gem Industries may redeem the Notes,
in whole or in part, at a redemption price equal to 100% of the
principal amount plus a "make-whole" premium.

Ply Gem Industries used the net proceeds of the Offering and cash
on hand to irrevocably deposit with U.S. Bank National
Association, as trustee for its 13.125% Senior Subordinated Notes
due 2014, $165,421,875 to satisfy and to discharge its obligations
under the Subordinated Notes and the Indenture, dated as of
Jan. 11, 2010, among Ply Gem Industries, as issuer, the guarantors
named therein and U.S. Bank National Association, as trustee,
governing the Subordinated Notes.  On Sept. 27, 2012, Ply Gem
Industries caused a notice of redemption to be made in order to
redeem all of the outstanding Subordinated Notes on Oct. 27, 2012,
at a redemption price equal to 106.5625% plus accrued and unpaid
interest to the redemption date.

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

                        http://is.gd/hpxStY

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

The Company reported a net loss of $84.50 million in 2011,
compared with net income of $27.66 million in 2010.

Ply Gem's balance sheet at June 30, 2012, showed $946.93 million
in total assets, $1.24 billion in total liabilities, and a $296.98
million total stockholders' deficit.

                           *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.

SGS International carries a 'B1' corporate family rating from
Moody's Investors Service.


POSITIVEID CORP: Terminates Employment of Chief Financial Officer
-----------------------------------------------------------------
The employment of Bryan D. Happ, the chief financial officer of
PositiveID Corporation, terminated effective Sept. 28, 2012.

In connection with the termination of Happ's Employment and Non-
Compete Agreement dated Sept. 30, 2011, the Company and Mr. Happ
entered into a Separation Agreement and General Release on
Sept. 28, 2012.  Pursuant to the Separation Agreement, Mr. Happ
will receive payments totaling $404,423, consisting of past-due
accrued and unpaid salary and bonus amounts plus termination
compensation.  Of the Compensation, $100,000 will be paid in
common stock of the Company and $304,423 will be paid in cash.
The cash balance of $304,423 will be repaid at a rate of $3,700
per bi-weekly pay period, subject to accelerated payment under
certain events.

Also effective Sept. 28, 2012 the Company appointed William J.
Caragol, the Company's Chairman and Chief Executive Officer, as
the Company's Acting Chief Financial Officer.

                         About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

EisnerAmper LLP, in New York, expressed substantial doubt about
PositiveID'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 a working capital
deficiency and an accumulated deficit.  "Additionally, the Company
has incurred operating losses since its inception and expects
operating losses to continue during 2012.

The Company's balance sheet at June 30, 2012, showed $3.18 million
in total assets, $5.58 million in total liabilities, all current,
and a $2.39 million total stockholders' deficit.


POWERWAVE TECHNOLOGIES: Regains Compliance with Market Value Rule
-----------------------------------------------------------------
Powerwave Technologies, Inc., received a follow-up letter from
NASDAQ on Sept. 26, 2012, notifying the Company that NASDAQ has
made a determination that, for the 10 consecutive trading days
from Sept. 12, 2012, to Sept. 25, 2012, the market value of
publicly held shares of the Company's common stock met the minimum
$15,000,000 requirement for continued listing.  As a result,
NASDAQ confirmed that the Company has regained compliance with
NASDAQ Listing Rule 5450(b)(3)(C).

On Sept. 7, 2012, the Company received a letter from The NASDAQ
OMX Group notifying the Company that it failed to comply with
NASDAQ Listing Rule 5450(b)(3)(C) because the market value of
publicly held shares of the Company's common stock had fallen
below the minimum $15,000,000 requirement for continued listing
for a period of at least 30 consecutive business days.

The Company previously received a letter from NASDAQ notifying the
Company that it failed to comply with NASDAQ Listing Rule
5450(a)(1) because the bid price of the Company's common stock
closed below $1.00 for 30 consecutive business days prior to June
15, 2012.  The Company will continue to monitor the bid price for
its common stock, and will continue to assess the various
alternatives available to it to allow it to regain compliance with
the minimum bid price rule.

                   About Powerwave Technologies

Powerwave Technologies, Inc., headquartered in Santa Ana, Calif.,
is a global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at July 1, 2012, showed
$232.55 million in total assets, $363.67 million in total
liabilities, and a shareholders' deficit of $131.12 million.

According to the quarterly report for the period ended July 1,
2012, the Company has experienced significant recurring net losses
and operating cash flow deficits for the past four quarters.  The
Company's ability to continue as a going concern is dependent on
many factors, including among others, its ability to raise
additional funding, and its ability to successfully restructure
operations to lower manufacturing costs and reduce operating
expenses.


PRECISION OPTICS: Delays Form 10-K for Fiscal 2012
--------------------------------------------------
Precision Optics Corporation, Inc., was unable to file its annual
report for the fiscal year ended June 30, 2012, in a timely manner
because the Company was not able to complete timely its financial
statements without unreasonable effort or expense.

                      About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

As reported in the TCR on Sept. 27, 2010, Stowe & Degon LLC, in
Westborough, Mass., expressed substantial doubt about Precision
Optics' ability to continue as a going concern, following the
Company's results for the fiscal year ended June 30, 2010.  The
independent auditors noted that the Company has suffered recurring
net losses and negative cash flows from operations.  Stowe &
Degon's 2011 audit report did not include a going concern
qualification.

The Company reported a net loss of $1.05 million for the fiscal
year ended June 30, 2011, compared with a net loss of $660,882 in
the preceding year.

The Company's balance sheet at March 31, 2012, showed $1.33
million in total assets, $625,967 in total liabilities, all
current, and $713,601 in total stockholders' equity.


PROGRESSIVE WASTE: Moody's Raises Corp. Family Rating to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service raised to Ba1 from Ba2 the corporate
family and probability of default ratings of Progressive Waste
Solutions Ltd. Moody's also assigned a Ba1 rating to the company's
two proposed bank facilities, a $1.75 billion revolving credit
facility and $500 million term loan. This new debt is intended to
consolidate the revolving credit facilities outstanding at the
company's primary subsidiaries, United States-based IESI ($1.25
billion) and Canada-based BFI ($595 million). Moody's also raised
to Ba1 from Ba2 the rating on the IESI facility, the only one of
these existing facilities rated. Following completion of the
refinancing, the rating on the existing facility is expected to be
withdrawn. The outlook is stable.

Ratings:

Progressive Waste Solutions, Ltd.

  Corporate Family, to Ba1 from Ba2

  Probability of Default, to Ba1 from Ba2

  $1,750 million first lien revolving credit facility due 10/2017
  assigned at Ba1, LGD3, 46%

  $500 million first lien term loan due 10/2019 assigned at Ba1,
  LGD3, 46%

  Speculative Grade Liquidity affirmed at SGL-2

  Rating Outlook, Stable

IESI Corporation

  $1,254 million first lien revolver due 7/2014 to Ba1, LGD3, 41%
  from Ba2, LGD3, 46% (to be withdrawn at close of transaction)

  Rating Outlook, Stable

Ratings Rationale

The action was driven by the steady improvement in the company's
credit profile since the purchase of Waste Services Inc. (WS) in
2010. The Ba1 CFR is driven by Progressive's high margins (Moody's
adjusted EBITDA of 28%+ in twelve months ending June 30, 2012
compared to 27% average for Moody's rated solid waste companies),
strong cash flow (30% cash from operations/total debt (CFO/TD)),
low leverage (2.7x), and geographic diversification. This
geographic diversification is evidenced by substantial operations
across Eastern and Western Canada, as well as Northeastern and
Southern United States. Progressive also features strong interest
coverage (just under 5x Moody's adjusted EBIT/interest), though
some decline would be expected in a rising rate environment given
the company's heavy reliance on mostly floating rate bank debt.
The acquisition of WS increased leverage to over 3.5x and, since
then, the company has grown operating income measurably faster
than debt, leading to a reduction in leverage and improvement in
other key credit metrics. The replacement of the revolving credit
facilities currently issued by IESI and BFI, with a revolver and
term loan at the parent company guaranteed by IESI and BFI,
represents a fiscal integration and reporting simplification of
the company, another credit positive. Moody's expects the company
to continue acquiring and building solid waste and recycling
assets, funding the acquisitions primarily with internally
generated cash flow as well as debt, keeping in line within its
publicly stated (non-Moody's adjusted) leverage range of 2.3x-
2.7x.

The stable outlook reflects Moody's expectation for Progressive to
maintain its credit profile in line with recent performance. This
is driven by Moody's forecast of 2-3% revenue growth for MSW
sector over the coming 18 months and for the company to prudently
operate within this backdrop.

Reducing Moody's adjusted debt/EBITDA below 2x, increasing free
cash flow/total debt above 12%, and EBIT/interest close to 6x
could lead to upward rating momentum. Increasing leverage over 3x
and decreasing CFO/TD below 25% could lead to downward rating
momentum.

The company's liquidity is viewed as good, as reflected in the
Speculative Grade Liquidity rating of SGL-2. Following the close
of the refinancing, the company will have approximately $700
million of availability under its revolving credit facility, have
substantial room under the facilities' covenants, and is expected
to substantially cover cash needs with internally generated cash
flow. While the company does have assets which could be sold to
bolster liquidity, the assets are substantially pledged to the
credit facilities.

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

Toronto, Canada-based Progressive Waste Solutions is a municipal
solid waste (MSW) company, offering collection, transportation,
and disposal services, as well as recycling collection, sort, and
sales to third parties. The company serves residential,
industrial, and commercial customers in Canada and the United
States. Revenue in the twelve months ending June 30, 2012, was
$1.86 billion.


QUEBECOR WORLD: District Judge Upholds Dismissal of $376MM Suit
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the hopes of Quebecor World (USA) Inc. creditors for
a major payday were dashed again when a district judge upheld
dismissal of a lawsuit to recover $376 million for bonds
repurchased within three months of the company's bankruptcy in
January 2008.  The Quebecor official creditors' committee sued in
September 2008 to recover the payment, saying it was a preference
occurring with 90 days of bankruptcy.

According to the report, the noteholders responded by contending
the suit was barred by the safe harbor in Section 546(e) of the
Bankruptcy Code.  The section precludes suits to recover payments
made in securities transactions.  U.S. Bankruptcy Judge James M.
Peck dismissed the suit in July 2011.  He said the result was
mandated by a ruling the month before when the U.S. Circuit Court
of Appeals in New York said the safe harbor must be accorded
"extremely broad" interpretation.  The creditors appealed and lost
again in when U.S. District Judge Jesse M. Furman handed down a
19-page opinion on Sept. 28.

The report relates that Judge Furman said the case was "easily
decided" because the Court of Appeals "squarely rejected the
precise arguments" being made by the Quebecor creditors.  Judge
Furman said he was bound by the appeals court's 2-1 opinion on
June 28, 2011 in Enron Creditors' Recovery Trust v. Alfa SAV de
CV.  Judge Peck said he was forced to dismiss even though the case
involved "behavior that the law generally would seek to
discourage."  He characterized the actions immunized in his ruling
as "ganging up on a vulnerable borrower to obtain clearly
preferential treatment in the months leading up to a bankruptcy."

The report notes that in July 2009 Quebecor implemented the
bankruptcy reorganization plans approved by judges in both the
U.S. and Canada.  Then the second-largest commercial printer in
the U.S., Quebecor changed its name to World Color Press Inc.  The
plan gave unsecured creditors notes for 50% of their claims so
long as claims in the class didn't exceed $150 million.  The
revolving credit lenders, owed $735 million, and equipment
financing lenders, owed $184 million, received a combination of
cash, common stock, and preferred stock, for a recovery estimated
to be worth between 85% and 88%.

The Bloomberg report discloses that Judge Furman's opinion is
Official Committee of Unsecured Creditors of Quebecor World (USA)
Inc. v. American United Life Insurance Co. (In re Quebecor World
(USA) Inc.), 11-7530, U.S. District Court, Southern District New
York (Manhattan).  Judge Peck's opinion is Official Committee of
Unsecured Creditors of Quebecor World (USA) Inc. v. American
United Life Insurance Co. (In re Quebecor World (USA) Inc.),
08-01417, U.S. Bankruptcy Court, Southern District New York
(Manhattan).

                        About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

On June 30, 2009, Judge Peck and the Honorable Judge Robert
Mongeon of the Quebec Superior Court of Justice, in a joint
hearing, approved the plan of compromise filed by Quebecor World
Inc. and its affiliates in their cases before the Canadian
Companies' Creditors Arrangement Act and the Chapter 11 plan of
reorganization filed by Quebecor World (USA), Inc., and its debtor
affiliates in the U.S. Bankruptcy Court.

On July 21, 2009, Quebecor World Inc. and its affiliated debtors
and debtors-in-possession emerged from protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 11 of
the U.S. Bankruptcy Code.  Quebecor World emerged from bankruptcy
as World Color Press Inc."


RANCHO HOUSING: Plan Outline Hearing Continued Until Oct. 9
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
continued until Oct. 9, 2012, at 1:30 p.m., the hearing to
consider adequacy of the Disclosure Statement explaining the
Rancho Housing Alliance, Inc.'s proposed Chapter 11 Plan.

As reported in the Troubled Company Reporter on Sept. 28, 2012,
the Debtor in its exclusivity extension motion, said that its
Disclosure statement, as amended, and Plan will have the support
of every class of creditors, except American West Bank, the Class
6a and 6b creditor.  "Over the past several weeks, the Debtor has
been in negotiations with the Bank regarding potential collateral
substitutions that could radically alter the treatment of Classes
6a and 6b, but which could also result in the Plan being confirmed
consensually," the Debtor stated.  After filing its proposed
amended Disclosure Statement and Plan, the Debtor and the Bank
have been negotiating regarding various alternate collateral
packages that would result in making some of the cash deposits
available to the Debtor for use in its operations.  These
negotiations, if successful, will necessitate revisions to the
Plan and the Disclosure Statement, in that the treatment of
Classes 6a and 6b could be altered significantly.

                   About Rancho Housing Alliance

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

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

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

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


RESIDENTIAL CAPITAL: Committee Wins OK for Moelis as Banker
-----------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of
Unsecured Creditors of Residential Capital LLC to retain Moelis &
Company LLC as its investment banker pursuant to an engagement
letter dated Aug. 1, 2012.

Under the Aug. 1 Engagement Letter, in addition to being the
Committee's exclusive investment banker, Moelis will act as the
Committee's financial advisor in connection with the Committee's
evaluation of the proposed $8.7 billion RMBS settlement and other
related RMBS claims.

Moelis will be paid a $225,000 non-refundable cash fee per month
and, upon the consummation of any restructuring, a $7,750,000
non-refundable cash fee.  The Restructuring Fee would be offset
by 50% of the aggregate Monthly Fees actually paid by the Debtors
in cash, commencing with the tenth full Monthly Fee.

Moelis will also be reimbursed for any necessary out-of-pocket
expenses.  As part of the overall compensation payable to Moelis,
the Committee has agreed to certain indemnification, contribution
and reimbursement obligations.

Jared J. Dermont, a managing director of Moelis & Company LLC,
assures the Court that his firm is a "disinterested person" as
the term is defined under Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Committee, the
Debtors and their estates.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Committee Has OK for San Marino as Consultant
------------------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of
Unsecured Creditors of Residential Capital LLC to retain San
Marino Business Partners LLC as consultant and possible expert
witness to the Committee effective as of August 11, 2012.

The services to be provided by San Marino include the estimation
of put-back liabilities of Residential Capital LLC and its
affiliated debtors, and the analysis of their loan files.  The
firm is also tasked to make an expert report and opinion about
the proposed settlement of $8.7 billion in claims held by
securitization trusts.

The Committee is currently investigating the merits of the RMBS
Settlement, which resolves potential representation and warranty
claims and other claims against certain of the Debtors held by up
to 392 securitization trusts for an $8.7 billion allowed claim.

San Marino will be paid on an hourly basis and reimbursed of its
expenses.  The firm's managing director will get $975 per hour
while the support staff will get $200 to $400 per hour.

In connection with its employment, San Marino is contracting with
Coherent Economics to assist the firm.  Coherent Economics will
also be paid on an hourly basis.

San Marino does not hold or represent interest adverse to ResCap
or to the committee, according to a declaration by its managing
director Bradford Cornell.

                     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: Creditors May Hire Coherent Economics
----------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of
Unsecured Creditors of Residential Capital LLC to retain Coherent
Economics, LLC, as its consultant, nunc pro tunc to August 11,
2012.  Coherent Economics will be working in tandem with San
Marino Business Partners LLC.

As reported in the Sept. 19, 2012 edition of the TCR, the
Creditors Committee informed the Bankruptcy Court that, at the
request of the Office of the U.S. Trustee, San Marino Business
Partners LLC will not subcontract with Coherent Economics LLC.
Instead, the Committee will separately retain Coherent Economics
to work with other Committee professionals, particularly Professor
Cornell and SMBP with its analysis of the RMBS Settlement.

The Creditors Committee has filed an application to employ San
Marino Business Partners LLC as its consultant, nunc pro tunc to
August 11, 2012.

The services to be provided by San Marino include the estimation
of put-back liabilities of the Debtors, and the analysis of their
loan files.  The firm is also tasked to make an expert report and
opinion about the proposed settlement of $8.7 billion in claims
held by securitization trusts.

The Committee is currently investigating the merits of the RMBS
Settlement, which resolves potential representation and warranty
claims and other claims against certain of the Debtors held by up
to 392 securitization trusts for an $8.7 billion allowed claim.

                     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: T. Williams Files Suit vs. GMAC Mortgage
-------------------------------------------------------------
Todd A. Williams is a creditor with a mortgage on real property
located at 2563 Alexander Farms Drive, Marietta, in Georgia.
Homecoming Financial, LLC, as servicing agent, filed a fraudulent
claim in December 2006.  Mortgage Electronic Registration Systems
is listed as nominee for Homecomings Financial.  The lien on the
property is backed by GMAC Mortgage LLC.  The lien was assigned
to GMAC on Oct. 28, 2009.

Mr. Williams then filed an adversary complaint against GMAC
Mortgage and MERS to determine the nature, extent and priority of
their lien, if any, on his property.  Mr. Williams alleges that
the assignment was fraudulent, null and void.  Mr. Williams
asserts that he has an interest in the real property pursuant to
Section 544 of the Bankruptcy Code, which is superior to that of
any interest that may be held by the defendants.

                     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).


REVEL ENTERTAINMENT: Bank Debt Trades at 22% Off
------------------------------------------------
Participations in a syndicated loan under which Revel
Entertainment Group LLC is a borrower traded in the secondary
market at 78.47 cents-on-the-dollar during the week ended Friday,
Sept. 28, 2012, a drop of 0.69 percentage points from the previous
week according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  The Company pays
750 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Feb. 15, 2017, and carries Moody's Caa1
rating and Standard & Poor's CCC rating.  The loan is one of the
biggest gainers and losers among 181 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Revel Entertainment -- http://www.revelresorts.com/-- owns Revel,
a newly opened beachfront resort that features more than 1,800
rooms with sweeping ocean views.  The smoke-free resort has indoor
and outdoor pools, gardens, lounges, a 32,000-square-foot spa, a
collection of 14 restaurant concepts, and a casino.  Revel is
located on the Boardwalk at Connecticut Avenue in Atlantic City,
New Jersey.


RG STEEL: Wants Until Jan. 26 to Propose Chapter 11 Plan
--------------------------------------------------------
WP Steel Venture LLC, et al., ask the U.S. Bankruptcy Court
for the District of Delaware to extend their exclusive periods to
file and solicit acceptances for the proposed chapter 11 plan
until Jan. 26, 2013, and March 27, respectively.

According to the Debtors, they have not yet analyzed in
significant detail all issues related to a potential plan filing.
The extension requested is reasonable because it will provide the
Debtors with necessary time to consider the issues and, if
appropriate, draft, negotiate and file a plan, and solicit
acceptances thereof.

A hearing on Oct. 16 at 9:30 a.m. has been set.  Objections, if
any, are due Oct. 9, at 4 p.m.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as it's financial
advisor.


ROBERT PRINTZ: CNH Capital Has 1st Priority Lien on Crop Proceeds
-----------------------------------------------------------------
Bankruptcy Judge Mary P. Gorman said CNH Capital America LLC holds
a first-priority perfected security interest in $362,443.49 which
Trainor Grain and Supply Co. set off against money it owed to
debtors Robert J. Printz and Julie M. Printz.

Trainor is a grain elevator company which over the course of
several years purchased grain from the Debtors and provided the
Debtors with farm inputs to aid in the Debtors' farming
operations. CNH is a financial institution specializing in
agricultural and construction financing and is a secured creditor
of the Debtors, having lent money for farm inputs for crop years
2009 and 2010.

According to Judge Gorman, CNH has established a valid, perfected,
first-priority security interest in the Debtors' 2009 and 2010
crops and crop proceeds.  Trainor set off $362,443.49 in crop
proceeds despite the fact that its lien on the proceeds under
Illinois law was second in time and, therefore, inferior to CNH's
lien.  Trainor's defenses under The Food Security Act of 1985 and
its crop purchase contracts cannot be sustained, the judge said.
Judge Gorman directed Trainor to turn over to CNH the sum of
$362,443.49.  The Court, however, denied CNH's claim for interest
on the funds.

The case is, CNH CAPITAL AMERICA LLC, Plaintiff, v. TRAINOR GRAIN
AND SUPPLY CO.; BANK OF PONTIAC, AS SUCCESSOR IN INTEREST TO BANK
OF DWIGHT; JOHN FRANCIS GSCHWENDTNER; ROBERT J. PRINTZ; and JULIE
M. PRINTZ, Defendants, Adv. Proc. No. 11-7054 (Bankr. C.D. Ill.).
A copy of the Court's Sept. 27, 2012 Opinion is available at
http://is.gd/IcwmlUfrom Leagle.com.

Robert J. Printz and his spouse, Julie M. Printz, filed for
Chapter 11 bankruptcy (Bankr. C.D. Ill. Case No. 10-73865) on
Dec. 31, 2010.  The Debtors disclosed $12.7 million in assets
against $20.2 million in liabilities.  The Printzes operate Printz
Farms, which has 8,000 acres, mostly cash-rent land in McLean and
Livingston counties, Illinois.  They also own smaller trucking,
seed and farm-equipment companies.


ROSETTA GENOMICS: Incurs $6.5-Mil. Net Loss in 1st Half of 2012
---------------------------------------------------------------
Rosetta Genomics Ltd. filed with the U.S. Securities and Exchange
Commission its half year report on Form 6-K disclosing a net loss
after discontinued operations and non-controlling interests of
$6.58 million on $51,000 of revenue for the six months ended
June 30, 2012, compared with a net loss after discontinued
operations and non-controlling interests of $4.16 million on
$59,000 of revenue for the six months ended June 30, 2011.

The Company's balance sheet at June 30, 2012, showed $7.67 million
in total assets, $3.95 million in total liabilities and $3.71
million in total shareholders' equity.

A copy of the Form 6-K is available for free at:

                        http://is.gd/GvqZI4

                           About Rosetta

Located in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

In its auditors' report for the 2011 financial statements, Kost
Forer Gabbay & Kasierer, in Tel-Aviv, Israel, expressed
substantial doubt about Rosetta Genomics' ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring operating losses and generated negative
cash flows from operating activities in each of the three years in
the period ended Dec. 31, 2011.

The Company reported a net loss after discontinued operations of
$8.83 million on $103,000 of revenues for 2011, compared with a
net loss after discontinued operations of $14.76 million on
$279,000 of revenues for 2010.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, "We have used substantial funds to discover, develop and
protect our microRNA tests and technologies and will require
substantial additional funds to continue our operations.  Based on
our current operations, our existing funds, including the proceeds
from the January 2012 debt financing, will only be sufficient to
fund operations until late May, 2012.  We intend to seek funding
through collaborative arrangements and public or private equity
offerings and debt financings.  Additional funds may not be
available to us when needed on acceptable terms, or at all.  In
addition, the terms of any financing may adversely affect the
holdings or the rights of our existing shareholders.  For example,
if we raise additional funds by issuing equity securities, further
dilution to our then-existing shareholders may result.  Debt
financing, if available, may involve restrictive covenants that
could limit our flexibility in conducting future business
activities.  If we are unable to obtain funding on a timely basis,
we may be required to significantly curtail one or more of our
research or development programs.  We also could be required to
seek funds through arrangements with collaborators or others that
may require us to relinquish rights to some of our technologies,
tests or products in development or approved tests or products
that we would otherwise pursue on our own.  Our failure to raise
capital when needed will materially harm our business, financial
condition and results of operations, and may require us to seek
protection under the bankruptcy laws of Israel and the United
States."


SABINE PASS: S&P Gives 'BB+' Rating on $420-Mil. Sr. Secured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB+'
project rating to Sabine Pass LNG L.P.'s (SPLNG) offering of $420
million in senior secured notes due 2020. "At the same time, we
assigned a preliminary '2' recovery rating to the new notes,
indicating expectations of substantial (70% to 90%) recovery in a
default. The preliminary rating is subject to our review of
executed documentation that includes terms that the sponsor
Cheniere Energy Inc. (CEI; B+/Stable/--) has represented and that
we have included in our rating conclusion. The final rating could
differ if any terms change materially. The outlook is stable," S&P
said.

"The ratings on SPLNG's $1.67 billion 7.5% senior notes due Nov.
30, 2016, remain unchanged at 'BB+' with a '2' recovery; the
outlook is stable. We expect to withdraw our ratings on the 2013
notes upon their redemption," S&P said.

"Houston-based liquefied natural gas (LNG) project Sabine Pass LNG
L.P. (SPLNG) is issuing $420 million of senior secured notes due
2020, which in conjunction with proceeds from parent Cheniere
Energy Partners L.P.'s recent equity offering, will be used to
tender for $550 million of SPLNG senior secured notes maturing in
November 2013. As a result of the transaction, SPLNG will amortize
$130 million of long-term debt and address its near-term
maturities, both which we view as positive to the credit," said
Standard & Poor's credit analyst Mark Habib. "Partially mitigating
these positives, the new notes will be interest-only, which means
further amortization might not occur until the 2016 notes come
due, shortening the remaining repayment period covered by the
terminal use agreements."

"The stable outlook on the rating reflects our expectation that
the project can adequately service its interest-only debt through
its upcoming maturities. We could lower the ratings if, after
refinancing, amortization does not begin to occur in time to fully
amortize project debt within the span of SPLNG's TUA agreements,"
S&P said.

"The rating and outlook is also tied to our outlook on immediate
parent Cheniere Energy Partners L.P (CQP; B+/Stable). Our outlook
on CQP reflects significant progress on its SPL project and, based
on this, CQP's improved ability to access capital markets as
demonstrated by ultimate parent Cheniere Energy Inc.'s (CEI)
repayment of all outstanding long-term debt," S&P said.

"We base our CQP and CEI ratings on a consolidated approach, and
do not expect them to rise until the new SPL project nears
operation and begins cash distributions, improving CQP's credit
profile. However, given management's aggressive financial and
growth policies in the past, we do not anticipate raising the
rating in the near term. We could lower our rating if the SPL
project has construction problems that could reduce or delay
distributions. We could also lower the ratings if CQP or CEI
significantly increases leverage or aggressively pursues
additional growth opportunities that could keep our long-term
forecast for consolidated corporate debt to EBITDA above 5x," S&P
said.


SEA ISLAND: Claims Objection Deadline Stretched to Dec. 20
----------------------------------------------------------
Bankruptcy Judge John S. Dalis tossed out Dennie McCrary's limited
objection to the fifth request of the liquidating trustee for The
Sea Island Company for an extension of the time to review and
object to claims; and the claims objection deadline is extended to
Dec. 20, 2012, as to all creditors.

Mr. McCrary claims to be a Trust beneficiary and unsecured
creditor who began working for the Debtor in 1975 as the company's
vice president of finance.  In 1998, he was promoted to president,
a position he retained until his resignation in 2003.  He asserts
claims against the Debtor that combined to more than $29 million
on account of, among others, membership deposits, indemnification
rights, deferred executive compensation, prepaid fees and dues.

Robert Barnett, the liquidating trustee, explained to the Court he
has sorted through tremendous numbers of documents, conducted
numerous interviews, and defended various litigation related to
claims against the Debtor.  However, since there are still over
$61 million of claims to review from just Class 4 creditors alone,
he asks for more time to thoroughly review, investigate, and
object to outstanding claims.

Mr. McCrary argues the Trustee has not shown cause sufficient to
extend the deadline as to his claims specifically. He contends
that since the Trustee has already filed an objection to his
claims, and since he and the Trustee are currently negotiating a
settlement, the Court has no reason to extend the deadline as to
him.  He further argues that the parties have a private agreement
that controls the objection deadline as between them; thus, a
Court ordered extension would only serve to unnecessarily
complicate both the settlement discussions and the agreement.

Judge Dalis disagreed.  He said "[t]he dollar amount of Mr.
McCrary's claims combined with his position as an insider to the
Debtor give me cause to extend the deadline as to Mr. McCrary.
Currently, the Trustee has over $61 million of Class 4 claims left
to examine; of those $61 million of claims, Mr. McCrary's claims
account for more than $29 million.  Since Mr. McCrary's claims
account for almost half of the remaining Class 4 claims amount, in
order to serve the best interests of all the creditors, the
Trustee needs ample time to fully examine Mr. McCrary's claims and
to object on any additional grounds that he deems applicable."

"If I were to exclude Mr. McCrary from the extension of the claims
objection deadline, that exclusion could result in potential harm
other Class 4 claimants, could lead to an unfair distribution of
the Trust money, and could interfere with the just resolution of
this case.  This is a risk I cannot take.  Therefore, I find that
cause exists to extend the claims objection deadline as to Mr.
McCrary as well as to other claimants," Judge Dalis said.

A copy of the Court's Sept. 27, 2012 Opinion and Order is
available at http://is.gd/XXWzPSfrom Leagle.com.

                   About The Sea Island Company

St. Simons Island, Georgia-based Sea Island Company --
http://www.seaisland.com/-- aka Sea Island Shooting School, Sea
Island Yacht Club, Sea Island Stables, and Cabin Bluff, is a
private resort and real estate development company founded in
1926.  The Sea Island Company owned and operated Sea Island
Resorts, featuring two of the world's most exceptional
destinations: the Forbes Five-Star Cloister at Sea Island and The
Lodge at Sea Island.

The Sea Island Company filed for Chapter 11 protection on Aug. 10,
2010 (Bankr. S.D. Ga. Case No. 10-21034).  The Debtor estimated
its assets and debts at $500 million to $1 billion as of the
Petition Date.

Affiliates Sea Island Coastal Properties, LLC; Sea Island
Services, Inc.; Sea Island Resort Residences, LLC; Sea Island
Apparel, LLC; First Sea Island, LLC; and Sical, LLC, filed
separate Chapter 11 petitions also on Aug. 10, 2010.

Sarah R. Borders, Esq., Harris Winsberg, Esq., Sarah L. Taub,
Esq., and Jeffrey R. Dutson, Esq., at King & Spalding LLP,
assisted the Debtor in its restructuring effort.  Robert M.
Cunningham, Esq., at Gilbert, Harrell, Sumerford & Martin PC,
served as the Debtor's co-counsel.  FTI Consulting, Inc., acted as
the Debtor's restructuring advisor.  EPIQ Bankruptcy Solutions,
LLC, acted as the Debtor's claims and notice agent.

Donald F. Walton, the U.S. Trustee for Region 21, appointed seven
members to the official committee of unsecured creditors in the
case.  The committee has retained Jordi Guso, Esq., at Berger
Singerman, P.A. as its counsel.

On Sept. 24, 2010, Debtor filed its Amended Chapter 11 Plan of
Reorganization, and on Nov. 8, 2010, the Bankruptcy Court entered
an order confirming the Plan.  The Chapter 11 plan was based on an
agreement to sell substantially all of the Debtor's assets to Sea
Island Acquisition LP, a limited partnership formed by investment
funds managed by the global investment firms Oaktree Capital
Management, L.P., and Avenue Capital Group.  The Debtor's
remaining assets were transferred to a newly created trust where
the Liquidation Trustee was to liquidate the property and
distribute the proceeds to the Trust beneficiaries.  Robert
Barnett was named liquidating trustee.


SEALY CORP: Files Fiscal Q3 Form 10-Q, Incurs $197,000 Net Loss
---------------------------------------------------------------
Sealy Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $197,000 on $365.43 million of net sales for the three months
ended Aug. 26, 2012, compared with net income of $6.59 million on
$334.06 million of net sales for the three months ended Aug. 28,
2011.

The Company reported net income of $2.71 million on $989.75
million of net sales for the nine months ended Aug. 26, 2012,
compared with net income of $5.31 million on $960.89 million of
net sales for the nine months ended Aug. 28, 2011.

The Company's balance sheet at Aug. 26, 2012, showed $971.51
million in total assets, $1.01 billion in total liabilities,
$12.13 million in redeemable noncontrolling interest and a $52.96
million total stockholders' deficit.

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

                        http://is.gd/Uad93g

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

The Company reported a net loss of $9.88 million for the 12 months
ended Nov. 27, 2011, and a net loss of $13.74 million during the
prior year.  The Company reported a net loss of $15.20 million
for the three months ended Nov. 27, 2011.

                           *     *      *

Sealy carries 'B' local and issuer credit ratings, with stable
outlook, from Standard & Poor's.


SEALY CORP: Incurs $197,000 Net Loss in Fiscal Third Quarter
------------------------------------------------------------
Sealy Corporation reported a net loss of $197,000 on $365.43
million of net sales for the three months ended Aug. 26, 2012,
compared with net income of $6.59 million on $334.06 million of
net sales for the three months ended Aug. 28, 2011.

For the nine months ended Aug. 26, 2012, the Company reported net
income of $2.71 million on $989.75 million of net sales, in
comparison with net income of $5.31 million on $960.89 million of
net sales for the nine months ended Aug. 28, 2011.

The Company's balance sheet at Aug. 26, 2012, showed $971.51
million in total assets, $1.01 billion in total liabilities,
$12.13 million in redeemable noncontrolling interest, and a $52.96
million total stockholders' deficit.

"Our investments in new products and national advertising
delivered strong U.S. sales growth," stated Larry Rogers, Sealy's
president and chief executive officer.  "Our Adjusted EBITDA and
Gross Margin results were in line with our expectations, as we
executed on our enhanced advertising campaign surrounding our
successful Sealy Posturepedic Optimum specialty bedding launch."

A copy of the press release is available for free at:

                        http://is.gd/O4pIUj

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

The Company reported a net loss of $9.88 million for the 12 months
ended Nov. 27, 2011, and a net loss of $13.74 million during the
prior year.  The Company reported a net loss of $15.20 million
for the three months ended Nov. 27, 2011.

                           *     *      *

Sealy carries 'B' local and issuer credit ratings, with stable
outlook, from Standard & Poor's.


SEALY CORP: To be Acquired by Tempur-Pedic for $2.20 Per Share
--------------------------------------------------------------
Sealy Corporation and Tempur-Pedic International Inc. have signed
a definitive agreement to create a $2.7 billion global bedding
provider.  A copy of the Agreement and Plan of Merger is available
at http://is.gd/KNHUdG

The combination brings together two highly complementary companies
with iconic brands and significant opportunities for global
innovation and growth.

Founded in 1992, Tempur-Pedic is the leading manufacturer,
marketer and distributor of premium mattresses and pillows made
from its proprietary TEMPUR pressure-relieving material in over 80
countries under the Tempur and Tempur-Pedic brand names.

The transaction has been approved by the Boards of Directors of
both companies.  Stockholders holding approximately 51% of Sealy's
outstanding common stock have executed a written consent approving
the transaction.  No additional shareholder approvals are required
to complete the transaction.

Tempur-Pedic will acquire all of the outstanding common stock of
Sealy for $2.20 per share, representing a premium of approximately
23% to Sealy's 30-day average closing price on Wednesday,
Sept. 26, 2012.  In addition, Tempur-Pedic will assume or repay
all of Sealy's outstanding convertible and non-convertible debt,
for a total transaction value of approximately $1.3 billion.

The transaction, which is subject to customary closing conditions,
including regulatory approvals, is expected to close during the
first half of 2013.

Tempur-Pedic Chief Executive Officer Mark Sarvary commented, "This
is a transformational deal that brings together two great
companies, each with globally recognized brands.  Tempur-Pedic and
Sealy together will have products for almost every consumer
preference and price point, distribution through all key channels,
in-house expertise on most key bedding technologies, and a world-
class research and development team.  In addition, our global
footprint will span over 80 countries.  The shared know-how and
improved efficiencies of the combined company will result in
tremendous value for our consumers, retailers and shareholders."

Tempur-Pedic and Sealy will operate independently.  Larry Rogers,
Chief Executive Officer of Sealy, who has been with Sealy for 33
years, will remain CEO of Sealy and report to Mr. Sarvary.

Sealy Chief Executive Officer Larry Rogers, said, "The
complementary product and market fit of these two companies
deliver a unique opportunity to create the first full spectrum,
global bedding company that addresses all market segments and
consumer preferences.  Together, we believe that we can deliver
more value than either business could on its own by leveraging our
strong combined assets."

The combination is expected to be accretive in the first full year
of operations, with annual cost synergies from the combined
operations expected to be in excess of $40 million by the third
year.

Tempur-Pedic intends to finance the acquisition through debt
financings, for which BofA Merrill Lynch has already provided
customary commitment letters.

BofA Merrill Lynch is acting as Tempur-Pedic's exclusive financial
advisor and Citigroup as lead financial advisor to Sealy.  Perella
Weinberg Partners acted as the financial advisor and Blank Rome
LLP as the legal advisor to an independent committee of Sealy's
Board.  Bingham McCutchen LLP is acting as legal advisor to
Tempur-Pedic and Simpson Thacher & Bartlett LLP as legal advisor
to Sealy.

                      H Partners Opposes Sale

H Partners Management, LLC, second largest shareholder of Sealy
Corporation, filed a letter to the Board of Directors asserting
that the sale of Sealy to Tempur-Pedic for $2.20 per share
drastically undervalues the Company.

"Today we were shocked to observe that this Board, after selling
shares to public shareholders in April 2006 at $16 per share, is
contemplating a sale of the Company at a meager $2.20 per share,"
H Partners wrote.  "[T]his $2.20 per share offer is a mere 2.8%
premium to Sealy's closing stock price on September 26, the day
before the deal was announced," it added.

As reported by Reuters, Kohlberg Kravis Roberts & Co owned about
44% of Sealy as of June 30.

H Partners said it is extremely troubled by the KKR-dominated
Board's apparent failure to consider alternative bids and to seek
approval from Sealy's non-KKR public shareholders.

H Partners said it reserves all rights to pursue legal remedies to
protect the value of its investment and will scrutinize the
actions taken by KKR and its affiliates.

H Partners Management, LLC, and its affiliates beneficially own
17,280,935 shares of common stock of Sealy Corporation
representing 16.6% of the shares outstanding as of Sept. 27, 2012.

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

The Company reported a net loss of $9.88 million for the 12 months
ended Nov. 27, 2011, and a net loss of $13.74 million during the
prior year.  The Company reported a net loss of $15.20 million
for the three months ended Nov. 27, 2011.

The Company's balance sheet at Aug. 26, 2012, showed $971.51
million in total assets, $1.01 billion in total liabilities,
$12.13 million in redeemable noncontrolling interest, and a $52.96
million total stockholders' deficit.

                           *     *      *

Sealy carries 'B' local and issuer credit ratings, with stable
outlook, from Standard & Poor's.


SEARS HOLDINGS: Rights Offering to Expire by Oct. 8
---------------------------------------------------
Sears Holdings Corporation issued a reminder that its rights
offering to effect the separation of Sears Hometown and Outlet
Stores, Inc., from Sears Holdings will expire at 5:00 p.m., New
York City time, on Oct. 8, 2012, unless extended, as previously
announced.

The expiration date for the rights offering is Oct. 8, 2012, which
is Columbus Day.  Computershare Inc., the subscription agent for
the rights offering, has advised the Company that it will be open
on Oct. 8, 2012.  However, it is a U.S. postal holiday as well as
a federal bank holiday.  As a result, the United States Postal
Service will not deliver mail and many of the nation's banking
institutions will be closed on Oct. 8, 2012.

As previously announced, Sears Holdings' stockholders of record as
of the close of business on Sept. 7, 2012, the record date for the
distribution, received one transferable subscription right for
each share of Sears Holdings common stock held as of the close of
business on the Record Date, except that holders of Sears
Holdings' restricted stock that is unvested as of the Record Date
will receive cash awards in lieu of subscription rights.  The
subscription rights are transferable and trade on the NASDAQ
Capital Market under the symbol "SHOSR."  Unless the rights
offering is extended, trading of the subscription rights on the
NASDAQ Capital Market will stop at the close of business on
Oct. 2, 2012.

Each subscription right entitles its holder to purchase 0.218091
of a share of Sears Hometown common stock.  The exercise price of
the subscription rights is $15.00 per whole share of Sears
Hometown.  Fractional shares or cash in lieu of fractional shares
will not be issued in the rights offering.  Instead, fractional
shares resulting from the exercise of subscription rights will be
eliminated by rounding down to the nearest whole share.

Additionally, holders of subscription rights who fully exercise
all of their subscription rights may also make a request to
purchase additional shares of Sears Hometown common stock through
the exercise of the over-subscription privilege, although the
Company cannot assure that any over-subscriptions will be filled.

The rights offering is being made only by means of a prospectus,
including the supplements and any further amendment or supplement
thereto, copies of which may be obtained from: Georgeson Inc., 199
Water Street, 26th Floor, New York, NY 10038-3560, (866) 695-6074
(toll-free).

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's
fourth largest broadline retailer with more than 4,000 full-line
and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at July 28, 2012, showed $21.18
billion in total assets, $16.68 billion in total liabilities and
$4.49 billion in total equity.

                           Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.


SEARS HOLDINGS: Executive Officers Get Cash in Lieu of Rights
-------------------------------------------------------------
As previously reported on Sept. 11, 2012, Sears Holdings
Corporation distributed transferable subscription rights to
purchase shares of common stock of Sears Hometown and Outlet
Stores, Inc., on a pro rata basis to Sears Holdings' stockholders
of record as of the close of business on Sept. 7, 2012, except
that holders of Sears Holdings' shares of restricted stock issued
pursuant to the Sears Holdings Corporation 2006 Stock Plan that
were unvested as of the Record Date did not receive Subscription
Rights with respect to their Unvested Shares.

On Sept. 26, 2012, each holder of Unvested Shares received a cash
award in lieu of any and all rights that holder may have had to
receive Subscription Rights with respect to their Unvested Shares,
subject to the same vesting requirements and other terms for the
Unvested Shares to which the cash award is attributable.  The cash
awards represent the right to receive on the applicable vesting
date a cash payment from Sears Holdings equal to the value of the
Subscription Rights that would have been distributed to the holder
of Unvested Shares, calculated on the basis of the volume-weighted
average price per Subscription Right for the 10 trading-day period
immediately following the Distribution Date.

The following table shows the aggregate amount of the cash awards,
subject to vesting, received by each of the following executive
officers who were named in Sears Holdings' 2012 proxy statement:


     Name and Principal Position           Cash Award
     ---------------------------           ----------
     Louis J. D'Ambrosio                    $121,355
     Ronald D. Boire                        $157,515
     Bruce Johnson                           $42,004
     Robert A. Schriesheim                  $124,644
     Dane A. Drobny                          $17,425
     William K. Phelan                       $12,236

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's
fourth largest broadline retailer with more than 4,000 full-line
and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at July 28, 2012, showed $21.18
billion in total assets, $16.68 billion in total liabilities and
$4.49 billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.


SHAMROCK-HOSTMARK: Court Schedules Oct. 31 as Claims Bar Date
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
established Oct. 31, 2012, as the deadline for any individual or
entity to file proofs of claim against Shamrock-Hostmark Princeton
Hotel, LLC.

                      About Shamrock-Hostmark

Schaumburg, Ill.-based Shamrock-Hostmark Princeton Hotel, LLC,
filed for Chapter 11 protection (Bank. N.D. Ill. Case No. 12-
25860) on June 27, 2012.  William Gingrich signed the petition as
vice president-CFO, of Hostmark Hospitality Group.   Shamrock-
Hostmark Princeton Hotel disclosed $522,413 in assets and
$15,457,812 in liabilities as of the Chapter 11 filing.  Judge
Jacqueline P. Cox presides over the case.

Shamrock-Hostmark Andover and four affiliates are units of
investment fund Shamrock-Hostmark Hotel Fund that own hotels.
Shamrock-Hostmark Princeton owns the DoubleTree by Hilton Hotel
Princeton located in Princeton, New Jersey.  Shamrock-Hostmark
Texas owns Crowne Plaza Hotel in San Antonio, TX.  Shamrock-
Hostmark Palm owns Embassy Suites Palm Desert in Palm Desert, CA.
Shamrock-Hostmark Andover owns the Wyndham Boston Andover in
Andover, MA.  Shamrock-Hostmark Tampa owns the DoubleTree by
Hilton Hotel Tampa Airport - Westshore in Tampa, FL.

The Debtors are represented by David M. Neff, Esq., at PERKINS
COIE LLP, in Chicago, Illinois.


SHAMROCK-HOSTMARK: Wants to Make and Obtain Loan from Affiliates
----------------------------------------------------------------
Shamrock-Hostmark Princeton Hotel, LLC, asks the U.S. Bankruptcy
Court for the Northern District of Illinois for authorization to
make and obtain loans to and from its affiliated debtors.

According to the Debtor, historically, when one or more Affiliated
Debtors' hotels experienced limited cash flows during a slow
season, one or more of the other Affiliated Debtors with excess
cash would make unsecured, interest free loans to ensure that the
other Affiliated Debtors could satisfy all of their debts,
including the monthly debt service payments to lender General
Electric Capital Corporation.

                      About Shamrock-Hostmark

Schaumburg, Ill.-based Shamrock-Hostmark Princeton Hotel, LLC,
filed for Chapter 11 protection (Bank. N.D. Ill. Case No. 12-
25860) on June 27, 2012.  William Gingrich signed the petition as
vice president-CFO, of Hostmark Hospitality Group.   Shamrock-
Hostmark Princeton Hotel disclosed $522,413 in assets and
$15,457,812 in liabilities as of the Chapter 11 filing.  Judge
Jacqueline P. Cox presides over the case.

Shamrock-Hostmark Andover and four affiliates are units of
investment fund Shamrock-Hostmark Hotel Fund that own hotels.
Shamrock-Hostmark Princeton owns the DoubleTree by Hilton Hotel
Princeton located in Princeton, New Jersey.  Shamrock-Hostmark
Texas owns Crowne Plaza Hotel in San Antonio, TX. Shamrock-
Hostmark Palm owns Embassy Suites Palm Desert in Palm Desert, CA.
Shamrock-Hostmark Andover owns the Wyndham Boston Andover in
Andover, MA.  Shamrock-Hostmark Tampa owns the DoubleTree by
Hilton Hotel Tampa Airport - Westshore in Tampa, FL.

The Debtors are represented by David M. Neff, Esq., at PERKINS
COIE LLP, in Chicago, Illinois.


SILVERLEAF RESORTS: Moody's Withdraws 'B2' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Silverleaf
Resorts, Inc., including the company's B2 Corporate Family Rating
following the cancellation of its proposed $175 million senior
secured note issuance.

Ratings withdrawn:

  Corporate Family Rating at B2

  Probability of Default Rating at B2

  Proposed $175 million senior secured notes due 2019 at B2
  (LGD 4, 50%)

Rating Rationale

The principal methodology used in rating Silverleaf was the Global
Lodging & Cruise Industry Rating 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.

Silverleaf Resorts, Inc., based in Dallas, Texas, is a developer,
owner, and marketer of vacation ownership resorts primarily in the
"drive-to" segment of the market. The company operates seven
"getaway" in Texas, Missouri, Illinois, and Georgia and six
"destination resorts" in Texas, Missouri, Massachusetts, and
Florida. The company also owns and operates one hotel located near
the Winter Park recreational area in Colorado. The company
reported trailing twelve months net revenue of $250 million.


SINCLAIR BROADCAST: STG Plans to Offer $500-Mil. of Senior Notes
----------------------------------------------------------------
Sinclair Broadcast Group, Inc.'s wholly-owned subsidiary, Sinclair
Television Group, Inc., intends to offer, subject to market
conditions and other factors, $500 million aggregate principal
amount of Senior Unsecured Notes.  The Notes are expected to
mature in 2022 and to be guaranteed by Sinclair and certain of
Sinclair's subsidiaries.

The Notes were priced at 100% of their par value and will bear
interest at a rate of 6.125% per annum payable semi-annually on
April 1 and October 1, commencing on April 1, 2013.

This private placement of Notes is conditioned on customary
closing conditions.

The net proceeds from the private placement of Notes are intended
to fund the acquisition of Newport Television and other pending
acquisitions, to pay down outstanding indebtedness under STG's
revolving credit facility, and for general corporate purposes,
which may include a distribution to Sinclair to be paid to
Sinclair's shareholders in the form of a special dividend.  The
issuance of the Notes is not contingent upon the consummation of
the pending acquisitions.  In the event that the pending
acquisitions are not completed, then the Company expects to use
the net proceeds from this offering to reduce outstanding
indebtedness and for general corporate purposes.

                      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.


SLM CORP: Fitch Affirms 'BB' Preferred Stock Rating
---------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating
(IDR) and unsecured debt rating of SLM Corporation (SLM) at
'BBB-'.  The Rating Outlook is Stable.  Approximately
$19.1 billion of debt and preferred stock is affected by these
actions.

The ratings affirmation reflects the company's position as one of
the largest servicers of government-guaranteed student loans and
one of the largest originators and servicers of private education
loans, in addition to its low consolidated credit risk, matched
funding profile, stable liquidity, and adequate capitalization.
Ratings are constrained by legislative risk inherent in the
industry, uncertain term funding availability for the private
education loan product, and limited revenue diversity, given its
concentration in educational products and services.

SLM's private student loan market share is poised to benefit from
industry trends, including continued growth in college enrollment,
tuition increases, static federal loan limits, and a pullback or
complete exit by several large bank players in the industry.
Origination volumes are expected to grow in coming years; however,
Fitch does not expect loan growth to reach pre-crisis levels given
tighter underwriting standards.

Credit trends continued to improve in the first half of 2012
(1H'12), with consolidated losses falling to 0.82% and losses on
private education loans in repayment falling 79 basis points (bps)
year over year to 3%, despite a 7.6% increase in average loans in
repayment.  Credit trends continued to benefit from increased
portfolio seasoning, a reduction in non-traditional loans entering
repayment, and a better borrower credit profile, including a
higher proportion of loans in the portfolio with a co-borrower.
Fitch expects credit trends to stabilize at-or-near current
levels, but recognizes that student loan repayment will remain
sensitive to trends in job creation longer term.

Core earnings performance was relatively stable in 1H'12, as
stronger credit performance and improved operating efficiencies
offset asset contraction and net interest margin compression.
Fitch expects core earnings stability to improve over time as
declines in interest income from the amortization of the FFELP
portfolio are offset by improved operating efficiencies and higher
fee income from expansion in education-related products, like 529
savings plans.

In July 2012, the Department of Education (ED) announced updated
scoring results for its servicing contract based on five
categories, including school, borrower, and Federal Student Aid
surveys and actual default prevention performance.  SLM fell from
first to third in default prevention categories and overall fell
from second to fourth, warranting a 15% allocation of servicing
volume for the upcoming academic year compared to 26% for the
prior year.  Still, SLM has been granted an incentive allocation
of consolidation loans after being rated the top performer in the
Special Direct Consolidation Initiative, which should bring its
total allocation on par with the prior academic year.

Revenue related to the ED servicing contract amounted to $39
million in 1H'12 and $63 million in 2011, or 2.9% and 2.4% of core
earnings revenue net of interest and provision expenses,
respectively.  Fitch views the scorecard performance as
disappointing, and failure to improve the allocation in the next
academic year could result in negative rating action.  Fitch
expects SLM to be a meaningful participant in the servicing
contract, obtaining at least a 25% share, on average, over time.

From a funding perspective, SLM has largely match funded its
legacy assets.  At June 30, 2012, 81% of the student loan
portfolio had been funded to term, which compares to 70% at the
end of 2008.  Of the remaining portfolio, 14% has been funded with
fixed spread liabilities with an average life of 5.2 years and 5%
has been funded through ABCP and FHLB borrowing capacity.

SLM has also done well managing its debt maturity profile.  Since
the second quarter of 2008, the company has repurchased
approximately $11.4 billion of its unsecured debt, netting $1.04
billion of gains, while significantly reducing lumpy maturity
buckets.

Remaining maturities in 2H'12 amounted to $1.5 billion at June 30,
2012, followed by maturities of $2.3 billion and $3 billion in
2013 and 2014, respectively.  Absent further debt issuance, Fitch
believes remaining debt maturities will be retired as they come
due with liquidity on hand and cash flow generated from the legacy
portfolio.

In 2012, SLM established a share repurchase plan with $900 million
of authority.  Through the first six months of 2012, $609 million
of stock had been repurchased, which, when adding dividends paid,
yielded a total payout ratio of 138.9% of core earnings.  Fitch
expects share repurchase activity to moderate in 2H'12 and 2013 as
capital is allocated to growth in private student loans.  SLM's
tangible common equity ratio was 2.07% at June 30, 2012, which
Fitch believes is adequate given that 78.5% of the student loan
portfolio has a government guarantee.  Still, Fitch expects
capital ratios to grow over time as the FFELP portfolio amortizes.

Rating Drivers and Sensitivities

The Stable Rating Outlook reflects the expectation for consistent
operating performance in consumer lending and business services,
sustained operating efficiencies, stability in credit metrics for
the private education loan portfolio, growing capitalization, with
the amortization of the FFELP portfolio, and the continued ability
to repay maturing debt obligations with operating cash flow and
liquidity on hand.

Negative rating momentum could result from free cash flow
generation below Fitch's expectations, which impairs the company's
ability to meet its debt service obligations, deterioration in
asset quality metrics to crisis levels, legislative change which
removes the private sector from the servicing and collection of
government guaranteed student loans, and/or an inability to
arrange economically attractive term funding for private education
loans over time.

Negative rating action could also result from an inability for SLM
to regain its market share in the servicing of government loans
through the ED contract.  While not a meaningful portion of
revenue at present, third-party servicing income is expected to
grow in importance as the owned portfolio runs off.  Given the
company's scalable servicing platform, Fitch expects SLM to
achieve a 25% market share of the contract.

Conversely, while upward rating momentum is likely limited to the
current rating category, positive rating actions could result from
improved consistency of term liquidity for private education
loans, leverage reductions, and measured earnings expansion over-
time, resulting from growth in business services, consistent risk-
adjusted margins in the consumer lending segment, and an increase
in third party servicing revenue.

Based in Newark, Delaware, SLM had $169.3 billion of student loans
at June 30, 2012 and is listed on the NASDAQ under the ticker SLM.

Fitch has affirmed the following with a Stable Outlook:

SLM Corporation:

  -- Long-term Issuer Default Rating (IDR) at 'BBB-';
  -- Short-term IDR at 'F3';
  -- Senior unsecured debt at 'BBB-'; and
  -- Preferred stock at 'BB'.


SOLAR MILLENNIUM: Files Liquidating Plan, Seeks Exclusivity
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solar Millennium Inc. sold two of its solar power
projects under contracts the company said eventually could
generate $110 million in value.  The company filed a proposed
liquidating Chapter 11 plan in August and lodged a request last
week for a second extension of the exclusive right to propose a
plan.

According to the report, the plan calls for paying creditors in
the order of priority called for in bankruptcy law, taking
settlements into consideration.  The draft disclosure statement
accompanying the plan has blanks where unsecured creditors will be
told the percentage distribution to expect.  The plan creates a
liquidating trust to sell the remaining assets not part of the two
prior sales.

The report relates that there will be a hearing on Oct. 12 in U.S.
Bankruptcy Court in Delaware for approval of disclosure materials
allowing creditors to vote on the plan.  Oct. 17 is the hearing
date when Solar Millennium will request an extension until Dec. 16
of the exclusive right to propose a reorganization plan.

NextEra Energy Inc. bought the 1,000 megawatt facility in Blythe,
California, in July.  When completed, it will be the world's
largest solar power plant.  In August, Solar Millennium sold the
500 megawatt project under development in Desert Center,
California to Bright Source Energy Inc. for a price that could be
as much as about $30 million, if all contingent payments are made.

The report notes that for the larger project, Solar Millennium
initially said NextEra would pay $10 million cash plus contingent
payment of as much as an additional $40 million when the project
is completed.  There is no buyer as yet for the 500-megawatt
project still in the planning stage in Amargosa Valley, Nevada.

According to Bloomberg, Global Finance Corp. started a lawsuit in
bankruptcy court in June contending that Solar Millennium lost its
ownership interest in the project by not moving forward with
development.  Solar Millennium is a U.S. subsidiary of Germany's
Solar Millennium AG.

                         About Solar Trust

Solar Trust of America LLC, Solar Millennium Inc., and nine
affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-11136) on April 2, 2012.

Solar Trust is a joint venture created by Solar Millennium AG and
Ferrostaal AG to develop solar projects at locations in California
and Nevada.  Located in the "Solar Sun Belt" of the American
Southwest, the project sites have extremely high solar radiation
levels, and allow the Debtors' projects to harness high levels of
solar power generation.  Projects include the rights to develop
one of the world's largest permitted solar plant facilities with
capacity of 1,000 MW in Blythe, California.  Two other projects
contemplated 500 MW solar power facilities in Desert Center,
California and Amargosa Valley, Nevada.

Although the Debtors have obtained highly valuable transmission
right and permits, each project is only in the developmental phase
and does not generate revenue for the Debtors.  Ferrostaal ceased
providing funding two years ago and SMAG, due to its own
deteriorating financial condition, stopped providing funding after
December 2011.

NextEra Energy Resources LLC committed to provide a postpetition
secured credit facility and has expressed an interest in serving
as stalking horse purchaser for certain of the Debtors' assets.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors.  K&L Gates LLP is the special corporate
counsel.

Ridgecrest Solar Power Project, LLC, and two entities filed for
Chapter 11 protection (Bankr. D. Del. Case Nos. 12-11204 to
12-11206) on April 10, 2012.

Ridgecrest Solar, et al., are affiliates of Solar Trust of America
LLC.  STA Development, LLC, one of the debtors that filed for
bankruptcy April 2, owns 100% of the interests in Ridgecrest, et
al.

Ridgecrest Solar Power estimated up to $50,000 in assets and
debts.  Ridgecrest Solar I, LLC, estimated up to $50,000 in assets
and up to $10 million in liabilities.

In July 2012, NextEra Energy Inc. received formal authority to buy
the unfinished 1,000-megawatt facility in Blythe, California,
owned by Solar Millennium Inc.  NextEra is paying $10 million in
cash plus as much as $40 million when the project is finished.

The Delaware Bankruptcy Court also approved selling the 500-
megawatt project under development in Desert Center, California,
to BrightSource Energy Inc. for a price that may reach about $30
million.


SOUTHERN MONTANA: Eide Bailly OK'd as Trustee's Tax Accountants
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana approved the
supplemental application of Lee A. Freeman, Chapter 11 trustee for
Southern Montana Electric Generation and Transmission Cooperative,
Inc., to employ Eide Bailly LLP as his audit and tax accountants.

As reported in the Troubled Company Reporter on March 14, 2012,
the Court authorized the trustee to employ Eide Bailly as his
audit and tax accountants.

Eide Bailly is expected to provide audit and tax accounting
services, including those related to (i) auditing the Debtor's
books and records; (ii) preparation of federal and state income
tax returns, and (iii) otherwise addressing accounting matters,
like those related to federal and state tax reporting.

The hourly rates for Eide Bailly accountants and assistants who
may be expected to work on this case are:

           Derrick Larson            $300
           James Schmidt             $350
           Tim Cook                  $175
           Brian Chouinard           $185
           Janine Brester            $160
           Torrey Fleming            $150

Derrick Larson, a partner with Eide Bailly, assured the Court that
the firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, serves as the Debtor's counsel.  In December 2011,
Southern Montana also sought permission to employ the Goodrich Law
Firm, P.C., as general co-counsel.

The United States Trustee for Region 18 has appointed an Official
Committee of Unsecured Creditors in the case.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.


SOUTHERN AIR: May Borrow $12.5MM From CIBC DIP Loan
---------------------------------------------------
Southern Air Holdings Inc. and its debtor-affiliates came away
from the Bankruptcy Court hearing held Monday with an order
authorizing the private military carrier to borrow under a
postpetition financing syndicated by Canadian Imperial Bank of
Commerce, New York Agency, as administrative and collateral agent.

Debtor Cargo 360 Inc. is the borrower under the facility.  CIBC
and the lenders have committed to provide a superpriority priming
delayed-draw term loan facility in the aggregate principal amount
of up to $62.5 million.  The DIP facility consists of a new money
delayed draw term loan facility in the principal amount of $25
million; and the roll up of up to $37.5 million of the Debtors'
prepetition loans.

Pursuant to Monday's interim court order, the Debtors may draw
under the DIP facility up to $12.5 million.  Obligations under the
Interim Facility will be due and payable on the earlier of 45 days
from the entry of the Interim Order or on the occurnece of an
event of default unless the Court enters a final order at the
hearing on Oct. 25.

Southern Air, on the petition date, also filed a stipulation
pursuant to 11 U.S.C. Sections 363 and 1110, pursuant to which the
Oak Hill entities agreed to provide no more than $10 million in
payments to the Debtors within a 12-month period from the
bankruptcy filing date with regard to certain 777 aircraft.  The
Oak Hill entities also agreed to pay, within the next five years,
up to $2 million per year on account of certain aircraft leases.

The Oak Hill entities consist of Oak Hill Capital Partners II, LP,
OH Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.

Southern Air is obligated to reimburse OHAA for all other rent or
scheduled maintenance payments made by OHAA on the 777 leases from
Sept. 21 through the entry of the Interim Order, including the
monthly rent payment made by OHAA of $1.6 million.  Pursuant to
the Interim Order, Southern Air will repay the OHAA $1.5 million
in cash on account of the paid rent.

On Sept. 28, the Bankruptcy Court entered a bridge order
authorizing the Debtors to use cash collateral that secured their
obligations to the prepetition lenders, and to grant the lenders
adequate protection.  The Debtor owed their prepetition lenders
$287,683,250 in principal amount.

The Debtors have said in court papers they require the use of cash
collateral to operate their businesses.  Without the use of cash
collateral, the Debtors said they will not be abe to meet their
cash requirements for working capital needs, which would result in
an immediate shutdown of the businesses.  The adequate protection
includes the Debtors' payment of the prepetition agent's fees and
expenses, including fees payable to Milbank Tweed Hadley & McCloy
LLP, the prepetition agent's counsel; any Delaware counsel hired
by the agent; Pillsbury Winthrop Shaw Pittman LLP and any other
regulatory counsel hired by the agent for matters involving, among
others, the Department of Transportation, or the Federal Aviation
Administration; and FTI Consulting, the agent's financial adivosr.

The Interim Order earmarks $25,000 to be used by any official
committee to investigate the liens and claims against the
prepetition lenders.

Counsel to the DIP Agent and Prepetition Agent are:

          Matthew S. Barr, Esq.
          Samuel Khalil, Esq.
          MILBANK TWEED HADLEY & McCLOY LLP
          1 Chase Manhattan Plaza
          New York, NY 10005
          Fax: 212-822-5915
          E-mail: mbarr@milbank.com
                  skhalil@milbank.com

               - and -

          Mark D. Collins, Esq.
          Katherine L. Good, Esq.
          RICHARDS LAYTON & FINGER PA
          920 N. King Street
          Wilmington, DE 19801

The Oak Hill entities are represented by:

          Stephen J. Shimshak, Esq.,
          Kelley A. Cornish, Esq.
          PAUL WEISS RIFKIND WHARTON & GARRISON LLP
          1285 Avenue of the Americas
          New York, NY 10005
          Fax: 212-373-3990

               - and -

          Mark E. Felger, Esq.
          COZEN O'CONNOR
          1201 North Market Street, Suite 1400
          Wilmington, DE 1901

Military cargo airline Southern Air Inc. --
http://www.southernair.com/-- its parent Southern Air Holdings
Inc., and their affiliated entities filed for Chapter  11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to
12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

In its petition, the Debtors estimated $100 million to $500
million in both assets and debts.  The petition was signed by Jon
E. Olin, senior vice president.


SOUTHERN SKY AIR: DOT Continues Probe; Court Reviews Fin'l Data
---------------------------------------------------------------
MyrtleBeachOnline.com reports the U.S. Department of
Transportation has said it continues to investigate Direct Air and
its carriers.

The report says the carrier's sudden shutdown in mid-March left
passengers -- including many golfers and vacationers along the
Grand Strand -- scrambling to find other ways to get home, with
some renting cars.  Others who had future flights booked on Direct
Air also searched for other transportation.

The report adds the bankruptcy court is sorting through Direct
Air's financials.  Investigators already have determined that
there wasn't as much money in escrow accounts as there should have
been, but are still sorting through the details.

Southern Sky Air & Tours, LLC, doing business as Direct Air, filed
a Chapter 11 petition (Bankr. D. Mass. Case No. 12-40944) on
March 15, 2012.  Alan L. Braunstein, Esq., at Riemer & Braunstein,
LLP, in Boston, serves as counsel.  The Debtor estimated up to
$1 million in assets and up to $50 million in liabilities.  The
airline began operating in 2007, stranding customers when it
halted operations three days before the bankruptcy filing.  Top
executives resigned.


SPIRIT FINANCE: Closes Offering of 33.3 Million Common Shares
-------------------------------------------------------------
Spirit Realty Capital, Inc., formerly Spirit Finance Corp., a
self-administered and self-managed real estate company, closed its
initial public offering of 29,000,000 shares of its common stock
on Sept. 25, 2012.

The underwriters of the initial public offering have exercised in
full their option to purchase an additional 4,350,000 shares of
its common stock at the initial public offering price of $15.00
per share, less underwriting discounts and commissions, to cover
over-allotments.  With this exercise, Spirit Realty Capital sold a
total of 33,350,000 shares of common stock in its initial public
offering.

Morgan Stanley, Macquarie Capital, UBS Investment Bank, Deutsche
Bank Securities and RBC Capital Markets acted as joint book-
running managers of the offering and Raymond James, Sandler
O'Neill + Partners, L.P., and Stifel Nicolaus Weisel acted as co-
managers.

A registration statement relating to these securities has been
declared effective by the Securities and Exchange Commission.

On Sept. 24, 2012, the Company filed with the State Department of
Assessments and Taxation of Maryland its Sixth Articles of
Amendment and Restatement, which was effective upon filing with
the Department, a copy of the amendment is available for free at:

                        http://is.gd/iX6ZZb

Also on Sept. 24, 2012, the Company executed its Fourth Amended
and Restated Bylaws, a copy of which is available for free at:

                        http://is.gd/PJLi4P

                       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."


STACK'D & ALTERRA: Building Entering Receivership
-------------------------------------------------
Stacy Vogel Davis at The Business Journal reports that the
building that houses Stack'd Burger Bar and Alterra Coffee
Roasters 5th Ward Foundry in Milwaukee is going into receivership.

The Business Journal relates that the building at 170 S. First
St., Milwaukee, is owned by Tim Dixon's development group 1818 LLC
and was previously part of a foreclosure case.

The Business Journal notes that CRE Venture 2011-1 LLC filed for
foreclosure in November 2011, claiming Mr. Dixon owed $1.3 million
in principal on the $1.4 million loan plus $400,000 in interest
and fees.  CRE, based in El Segundo, Calif., assumed the note
after West Allis-based Maritime Savings Bank was closed by bank
regulators in 2010.

The report discloses that that foreclosure case is being converted
to a Chapter 128 receivership, said Russell Long, the attorney
representing CRE. Receiver Michael Polsky could try to sell the
building with Stack'd, which is owned by Mr. Dixon, and Alterra as
tenants, Mr. Long said.

Mr. Dixon confirmed the conversion to a receivership and said he
might try to work with other investors to put a bid on the
building, the report adds.


STEBNER REAL ESTATE: Files for Chapter 11 in Seattle
----------------------------------------------------
Stebner Real Estate Inc. filed a bare-bones Chapter 11 petition
(Bankr. W.D. Wash. Case No. 12-19825) in Seattle on Sept. 26.  The
Debtor estimated assets and debts of $10 million to $50 million.
Jeffrey B Wells, Esq., in Seattle, serves as counsel to the
Debtor.  Derek Stebner, the president, signed the Chapter 11
petition.


STEBNER REAL ESTATE: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Stebner Real Estate Inc
        6823 E. Montreal Place
        Scottsdale, AZ 85254

Bankruptcy Case No.: 12-19825

Chapter 11 Petition Date: September 26, 2012

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

Judge: Timothy W. Dore

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

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

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

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Derek Stebner, president.


STERLING SHOES: Provides Default Status Update
----------------------------------------------
Sterling Shoes Inc. provided its bi-weekly default status report
under national policy 12-203 - cease trade orders for continuous
disclosure defaults.

On Sept. 4, 2012, the Company did not file its interim financial
statements for the quarter ended June 30, 2012, management
discussion and analysis and related CEO and CFO certifications.
In addition, on June 11, 2012, the Company disclosed that the
interim financial statements for the quarter ended March 31, 2012,
management discussion and analysis and related CEO and CFO
certifications were not filed by the filing deadline.  Lastly, on
May 2, 2012, the Company announced that the annual financial
statements for the financial year ended December 31, 2011,
management discussion and analysis and related CEO and CFO
certifications were not filed by the applicable filing deadline.
The British Columbia Securities Commission placed the Company on
its list of defaulting issuers on May 4, 2012.

Other than noted above, since the Company's last default status
announcement on Sept. 17, 2012, there have not been any material
changes to the information contained therein; nor any failure by
the Company to fulfill its intentions as stated therein with
respect to satisfying the provisions of the alternative
information guidelines, and there are no additional defaults or
anticipated defaults subsequent to such announcement.  Further,
there have been no additional material changes respecting the
Company and its affairs.

The Company intends to continue to satisfy the provisions of the
alternative information guidelines specified in Section 4.4 of NP
12-203 by issuing bi-weekly Default Status Reports, each of which
will be issued in the form of a news release.  The Company intends
to file, if required, its next Default Status Report by Oct. 15,
2012.

                       About Sterling Shoes

Sterling Shoes is headquartered in Vancouver, B.C. and is a
leading independent footwear retailer offering a broad selection
of private label and brand name shoes and accessories.  Founded in
1987, Sterling Shoes LP operates over 100 stores across Canada.

In October 2011, Sterling Shoes Inc. Sterling Shoes GP Inc.
(general partner of Sterling Shoes Limited Partnership) sought
protection from the Supreme Court of British Columbia under the
Companies' Creditors Arrangement Act (Canada), R.S.C. 1985, c. C-
36, as amended.

Alvarez & Marsal Canada Inc. has been appointed Monitor pursuant
to such orders.


STOCKDALE TOWER: Case Dismissal Hearing Today
---------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
will convene a hearing on Oct. 3, 2012, at 3 p.m., to consider
Stockdale Tower 1, LLC's motion to dismiss its Chapter 11 case.

The Debtor requested for case dismissal because it has reached a
discount payoff agreement with its primary secured lender LBUBS
2004-C6 Stockdale Office Limited Partnership, that allows the
Debtor time to pay LBUBS a discounted payoff amount and requires
the dismissal of the Debtor's Chapter 11 case.

                   About Stockdale Tower 1

Bakersfield, California-based Stockdale Tower 1 LLC owned by Terry
Moreland and his wife Peggy, filed for Chapter 11 bankruptcy
(Bankr. E.D. Calif. Case No. 11-62167) on Nov. 7, 2011.  The
Stockdale Tower was set to be sold to the highest bidder several
times over the last few months in 2011, but those auctions were
delayed.

Judge W. Richard Lee presides over the Chapter 11 case.  Scott T.
Belden, Esq., and Jacob L. Eaton, Esq., at Klein, DeNatale,
Goldner, Cooper, Rosenlieb & Kimball, LLP, serve as the Debtor's
bankruptcy counsel.  The firm disclosed $18,151,072 in assets and
$17,870,212 in liabilities.

The U.S. Trustee failed to appoint an Official Committee of
Unsecured Creditors in the case.


T3 MOTION: Due Date of Perry Trebatch Note Extended to Sept. 28
---------------------------------------------------------------
T3 Motion, Inc., amended its Secured Promissory Note Agreement
with Perry Trebatch pursuant to which the due date of the Note was
extended until Sept. 28, 2012.

Pursuant to the terms and subject to the conditions set forth in
the Purchase Agreement, Perry Trebatch provided a senior secured
bridge loan to the Company in the aggregate principal amount of
$250,000.  Pursuant to the terms of the Security Agreement, the
Loan is secured by all assets of the Company.  The Investor
delivered net proceeds to the Company in the amount of $250,000.

The Note was originally due 7 days following receipt of the net
proceeds, or Sept. 21, 2012.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

After auditing the 2011 results, KMJ Corbin & Company LLP, in
Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and has had negative cash flows from operations since
inception, and at Dec. 31, 2011, has an accumulated deficit of
$54.9 million.

The Company reported a net loss of $5.50 million in 2011, compared
with a net loss of $8.32 million in 2010.

The Company's balance sheet at June 30, 2012, showed $2.85 million
in total assets, $3.31 million in total liabilities and a $451,781
total stockholders' deficit.


TANDUS FLOORING: S&P Withdraws 'B+' Corp. Credit Rating at Request
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' corporate
credit and issue-level ratings on carpet and floor covering
manufacturer Tandus Flooring Inc. at the company's request. The
company was acquired by Tarkett Group, a provider of integrated
flooring, wall based, and sports surface solutions.


TECHNEST HOLDINGS: Delays Form 10-K for Fiscal 2012
---------------------------------------------------
AccelPath, Inc., formerly known as Technest Holdings Inc.,
recently changed its independent auditors for the year ended
June 30, 2012, from Wolf & Company, P.C., to MaloneBailey, LLP, on
Aug. 10, 2012.

Due to the change in independent auditors, the recent acquisition
of Digipath Solutions, LLC, completed on Sept. 18, 2012, and the
Company's limited financial and management resources, the
preparation of the 10-K for the year ended June 30, 2012, was
delayed.

                      About Technest Holdings

Bethesda, Md.-based Technest Holdings, Inc., has two primary
businesses: AccelPath, which is in the business of enabling
pathology diagnostics and Technest, which is in the business of
the design, research and development, integration, sales and
support of three-dimensional imaging devices and systems.

Following the fiscal 2011 results, Wolf & Company, P.C., in
Boston, Massachusetts, expressed substantial doubt about Technest
Holdings' ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations, has negative cash flows from operations, a
stockholders' deficit and a working capital deficit.

The Company reported a net loss of $2.9 million on $450,000 of
revenues for the fiscal year ended June 30, 2011, compared with a
net loss of $325,000 on $0 revenue for the fiscal year ended
June 30, 2010.

The Company's balance sheet at March 31, 2012, showed
$5.29 million in total assets, $6.55 million in total liabilities
and a $1.25 million total stockholders' deficit.


TENET HEALTHCARE: Moody's Rates $500MM Senior Secured Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD 3, 39%) rating to
Tenet Healthcare Corporation's (Tenet) offering of $500 million of
senior secured notes due 2020 and a Caa1 (LGD 5, 87%) rating to
the company's offering of $300 million of senior unsecured notes
due 2020. Moody's understands that the proceeds of the offerings
will be used to fund the tender for the remaining balance on the
7.375% senior notes due 2013, repay amounts outstanding under the
revolving credit facility and fund acquisitions. Moody's existing
ratings of the company, including the B2 Corporate Family and
Probability of Default Rating, remain unchanged. The rating
outlook remains positive.

"Our positive rating outlook is not impacted by the offering given
the expectation of incremental EBITDA from acquisitions and the
improvement in Tenet's maturity profile," said Dean Diaz, a
Moody's Senior Credit Officer. "However, we could reassess the
rating outlook if Tenet continues to take on more aggressive
shareholder initiatives that detrimentally affect the credit
metrics."

Following is a summary of Moody's rating actions.

Ratings assigned:

$500 million senior secured notes due 2020, B1 (LGD 3, 39%)

$300 million senior unsecured notes due 2020, Caa1 (LGD 5, 87%)

Ratings unchanged:

10.0% senior secured notes due 2018, B1 (LGD 3, 39%)

6.25% senior secured notes due 2018, B1 (LGD 3, 39%)

8.875% senior secured notes due 2019, B1 (LGD 3, 39%)

7.375% senior notes due 2013, Caa1 (LGD 5, 87%)

9.875% senior notes due 2014, Caa1 (LGD 5, 87%)

9.25% senior notes due 2015, Caa1 (LGD 5, 87%)

8.0% senior notes due 2020, Caa1 (LGD 5, 87%)

6.875% senior notes due 2031, Caa1 (LGD 5, 87%)

Corporate Family Rating, B2

Probability of Default Rating, B2

Speculative Grade Liquidity Rating, SGL-2

Ratings Rationale

Tenet's B2 Corporate Family Rating is constrained by Moody's
expectation of modest free cash flow and continued high geographic
concentration. Furthermore, industry challenges like high bad debt
expense, weak volume trends and changes in mix as commercial
volumes decline, will likely challenge organic growth. However,
the rating also incorporates Moody's expectation that the company
will continue to see improvements in operating performance, driven
by cost savings initiatives and benefits from capital investment.

The positive outlook reflects Moody's expectation that EBITDA
growth will continue and result in gradually improving free cash
flow and reduced leverage.

Moody's could upgrade the rating if the company is able to
effectively manage growth of the business such that leverage
remains at or below 4.5 times while earnings growth continues to
result in improving credit metrics.

Moody's could downgrade the rating if a decline in operating
performance results in an expectation that debt to EBITDA will
rise above 5.5 times or if free cash flow, prior to discretionary
reinvestment in the business, is expected to be negative.
Furthermore, a significant debt financed acquisition or share
repurchase could result in a downgrade of the ratings.

For further details, refer to Moody's Credit Opinion for Tenet
Healthcare Corporation on moodys.com.

The principal methodology used in rating Tenet Healthcare
Corporation was the Moody's Global Healthcare Service Provider
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.

Tenet, headquartered in Dallas, Texas, is one of the largest for-
profit hospital operators by revenues. At June 30, 2012 the
company operated 50 hospitals in 11 states. Further, Tenet's
subsidiaries operated 102 free standing and provider-based
diagnostic imaging centers, ambulatory surgery centers and urgent
care centers and free-standing emergency departments in 12. Tenet
generated revenue of approximately $9.8 billion for the twelve
months ended June 30, 2012 before consideration of the provision
for doubtful accounts.


TENET HEALTHCARE: S&P Cuts Senior Secured Term Debt Rating to 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Dallas, Texas-based Tenet Healthcare Corp.'s senior secured
term debt to 'B+' from 'BB-'. "We revised our recovery rating on
its senior secured debt to '2', indicating our expectation for
substantial (70% to 90%) recovery for lenders in the event of
payment default, from '1'. The revision of the recovery rating
reflects our view of reduced recovery prospects for the term loan
because of the increased amount of senior secured debt," S&P said.

"At the same time, we assigned the new senior secured notes an
issue-level rating of 'B+' with a '2' recovery rating (70% to 90%
recovery expectation). We also assigned the new senior unsecured
notes an issue-level rating of 'CCC+' with a '6' recovery rating
(0% to 10% recovery expectation)," S&P said.

"All other existing ratings, including the 'B' corporate credit
rating, are unchanged. The rating outlook is stable," S&P said.

"The 'B' rating on Tenet Healthcare Corp. is based on Standard &
Poor's Ratings Services' assessment of the company's business risk
profile as 'weak,' reflecting significant reimbursement risk and a
hospital portfolio with some concentration risk," said Standard &
Poor's credit analyst David Peknay.

"We consider the financial risk profile as 'aggressive,'
reflecting leverage near 5x as well as the company's ongoing
inability to generate free cash flow. Tenet owns and operates 49
hospitals, over 100 free standing outpatient centers, and a
subsidiary that provides business process solutions to health care
providers," S&P said.

"The rating reflects our expectation that the hospital company's
revenues in 2012 will increase by about 4% compared with reported
revenue in 2011. This estimation includes our assumption of a 3%
organic growth rate, and one-time revenue recognition of a global
Medicare legal settlement. In our view, Tenet's 2% growth in
adjusted admissions midway through 2012 and still-favorable 5% to
7% rate increases from private insurance companies (which help
offset pressure on net revenue per admission from other payors)
supports the company's organic growth. Year to date, revenues are
up about 4%. We expect the adjusted EBITDA margin to remain little
changed at about 13%, reflecting the company's efforts to offset
reimbursement pressure with ongoing cost control efforts. We
expect leverage to decline slightly from the current 4.9x level by
the end of 2012. This is because we expect EBITDA in the second
half of 2012 to be better than the first half because of certain
expected revenue sources in the second half," S&P said.


TERRA-GEN FINANCE: Fitch Affirms 'BB-' Rating on $310-Mil. Loan
---------------------------------------------------------------
Fitch Ratings affirms the 'BB-' rating on Terra-Gen Finance
Company, LLC's $250 million term loan facility and $60 million
working capital facility.  The Rating Outlook is revised to
Negative.

The Negative Outlook reflects Terra-Gen's weakening projected
financial profile that could result in insufficient distributions
from the portfolio's projects.

Key Rating Drivers

  -- Contracted Revenue Base: Revenues are primarily derived from
     projects with fixed-price power purchase agreements (PPAs)
     with Southern California Edison (SCE, rated 'A-' with a
     Stable Outlook by Fitch).  Approximately 30% of portfolio
     capacity is exposed to price volatility under PPAs that
     derive energy payments through the market-based short-run
     avoided cost (SRAC) methodology.

  -- Limited Portfolio Diversification: Terra-Gen is particularly
     susceptible to performance shortfalls at the recently
     completed Alta wind projects II-V (Alta Wind 2010 Pass-
     Through Trust, 'BBB-', Stable Outlook), which comprise the
     primary source of Terra-Gen's cash flow.  Portfolio diversity
     through the other projects partially mitigates operational
     risks at Alta.

  -- Structural Subordination: The Terra-Gen loan facilities are
     structurally subordinated to project-level indebtedness, and
     repayment is contingent upon sufficient distributions from
     the portfolio's projects.

  -- Exposure to Refinance Risk: Fitch views refinancing risk as
     low, based upon the strong likelihood that Terra-Gen will be
     able to refinance the term loan facility at maturity in mid-
     2017 under a stressed refinancing scenario.  Despite the
     elevated risk of a long-term profile, fixed-price contractual
     revenues and a cash sweep mechanism to reduce leverage are
     positive factors.

What Could Trigger A Rating Action

  -- Erosion of distributions from portfolio projects due to low
     energy production, low energy pricing, or other performance
     factors (e.g. curtailment at Alta);

  -- Use of reserve liquidity (debt service reserve facilities);

  -- Potential violation of Terra-Gen's financial covenants, such
     as the debt service coverage ratio (DSCR) or debt-to-cash
     available for debt service ratio (debt-to-CADS).

Security

The loan facilities are secured by a first-priority security
interest in Terra-Gen's accounts, ownership interests and project
dividends.

Credit Update

Following financial close in June 2011, cash flow to Terra-Gen has
been below expectations through the combination of lower-than-
projected SRAC pricing, frequent curtailments at the Alta
projects, and low wind production in 2011 at the Alta projects.
Despite lower cash flow from the portfolio's projects, there have
been no unexpected instances of restricted distributions due to
project-level cash trapping.

The current low gas environment has pushed market-based SRAC
energy prices as much as 37% below projected levels, resulting in
lower distributions at several projects. Fitch projects low gas
prices to persist over the short-to-medium term, indicating that
SRAC prices will also remain lower than originally projected.

Fitch has not changed its expectation for future curtailment, as
Alta's frequent early-2012 curtailments were due to a now-complete
major substation upgrade.  Likewise, Fitch has not altered its
projections for wind production at the Alta projects, as the wind
resource has not displayed significant and sustained deviation
from the original wind assessment.

Fitch's base case reflects the expectation for lower market-based
SRAC pricing without altering its expectation for long-term energy
production at any individual project.  In addition to low SRAC
pricing, Fitch's rating case introduces additional stresses to
wind production and operations and maintenance costs at the Alta
projects to assess Terra-Gen's dependence on distributions from
these projects.

Fitch considers Terra-Gen's financial performance on a
consolidated basis, as the loan facilities are structurally
subordinate to project-level indebtedness.  The rating-case
consolidated DSCR averages 1.13x, with a minimum 1.00x in 2013.
The Negative Outlook reflects that underperformance may result in
a need to access reserves to fulfill debt obligations, which would
indicate a profile inconsistent with the current rating category.

Terra-Gen is a special-purpose company formed solely to acquire,
own and operate a 1,236 MW portfolio consisting of 22 projects,
primarily located in California, that generate power using
renewable resources.  Nearly 90% of the portfolio's nominal
capacity is committed to SCE under various medium- and long-term
PPAs.  The proceeds of the issuance were used to fully repay pre-
existing indebtedness, fund a cash distribution to the sponsors,
cash-fund three months of interest within the nine-month debt
service reserve, and pay transaction fees and expenses.


THORPE INSULATION: Court Refuses to Hear Bankr. Arbitration Bid
---------------------------------------------------------------
Stewart Bishop at Bankruptcy Law360 reports that the U.S. Supreme
Court on Monday refused to take up Continental Insurance Co.'s
appeal of a Ninth Circuit decision which gives bankruptcy courts
broad discretion to veto arbitration agreements, such as one
between the insurer and Thorpe Insulation Co. over asbestos
claims.

In a brief order, Bankruptcy Law360 says, the Supreme Court denied
Continental's petition for a writ of certiorari without commenting
on the matter.

                      About Thorpe Insulation

Based in Long Beach, California, Thorpe Insulation Company
supplied and distributed asbestos thermal insulation in Southern
California before about 1972.  The company's products included
pipe and boiler insulation, asbestos cloth and insulating mud.
After 1972, some of Thorpe's operations also involved asbestos and
lead abatement, including repairing insulation that contained
asbestos at commercial and industrial sites.

On Dec. 17, 2004, Thorpe's lender, Pacific Funding Group LLC, sold
its collateral at a foreclosure sale to Farwest Insulation
Consulting owned by Eric and David Fults.  Following the
foreclosure, Thorpe ceased operation of its business.  To date,
Thorpe has been subjected to about 12,000 claims and lawsuits
related to asbestos.

Thorpe filed for chapter 11 protection on Oct. 15, 2007 (Bankr.
C.D. Calif. Case No. 07-19271).  Jeremy V. Richards, Esq., and
Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl & Jones,
LLP, represent the Debtor.

Los Angeles-based Pacific Insulation Company was incorporated in
California by Thorpe on May 23, 2000, to be its wholly owned
subsidiary.  On Oct. 1, 2000, Pacific transferred 100% of its
shares to Thorpe in exchange for Thorpe's materials division
assets.  Thorpe's sole shareholders and board members, Robert W.
Fults and Linda Fults, own 50.1% and 49.9% of Pacific,
respectively.  Pacific is a southwest commercial and industrial
insulation distributor and fabricator with locations in Southern
and Northern California, Arizona, and Nevada.  It provides pipe,
air handling, fire barrier, board and blanket insulation as well
as adhesives, mastics and sealants.  Pacific has never installed
or sold any materials containing asbestos.  It currently has 55
full-time employees.

Pacific filed for chapter 11 petition on Oct. 31, 2007 (Bankr.
C.D. Calif. Case No. 07-20016) due to its alleged asbestos
liability and the failure of Thorpe's insurers to pay asbestos
claims asserted against Thorpe.  John A. Lapinski, Esq., Leslie R.
Horowitz, Esq., and Stephen R. Hyam, Esq., at Clark & Trevithick,
represent Pacific in its restructuring efforts.

On Nov. 6, 2007, Pacific's case was jointly administered under
Thorpe Insulation's bankruptcy proceeding.

Continental Insurance Company is represented by:

          Robert Binion, Esq.
          Rodney Eshelman, Esq.
          Alan Palmer Jacobus, Esq.
          CARROLL, BURDICK & McDONOUGH, LLP
          44 Montgomery Street, Suite 400
          San Francisco, CA 94104
          E-mail: rbinion@cbmlaw.com
                  reshelman@cbmlaw.com
                  ajacobus@cbmlaw.com

               - and -

          David C. Christian II, Esq.
          Jason J. DeJonker, Esq.
          SEYFARTH SHAW, LLP
          131 South Dearborn Street, Suite 2400
          Chicago, IL 60603-5577
          E-mail: jdejonker@seyfarth.com

Thorpe Insulation Company is represented by:

          Daniel J. Bussel, Esq.
          David M. Guess, Esq.
          Kenneth N. Klee, Esq.
          Thomas E. Patterson, Esq.
          KLEE, TUCHIN, BOGDANOFF & STERN LLP
          1999 Avenue of the Stars, Thirty-Ninth Floor
          Los Angeles, CA 90067-6049
          E-mail: dbussel@ktbslaw.com
                  dguess@ktbslaw.com
                  tpatterson@ktbslaw.com

               - and -

          Margie I. Dupuis, Esq.
          Richard W. Esterkin, Esq.
          Asa S. Hami, Esq.
          Michel Y. Horton, Esq.
          Charles J. Malaret, Esq.
          Paul A. Richler, Esq.
          MORGAN, LEWIS & BOCKIUS LLP
          300 South Grand Ave, 22nd Fl.
          Los Angeles, CA 90071-3132
          E-mail: resterkin@morganlewis.com
                  mhorton@morganlewis.com
                  cmalaret@morganlewis.com

               - and -

          Thomas M. Peterson, Esq.
          Jeffrey S. Raskin, Esq.
          MORGAN, LEWIS & BOCKIUS LLP
          One Market, Spear Street Tower
          San Francisco, CA 94105-1596
          E-mail: tmpeterson@morganlewis.com
                  jraskin@morganlewis.com

               - and -

          Scotta E. McFarland, Esq.
          Jeremy V. Richards, Esq.
          PACHULSKI, STANG, ZIEHL, YOUNG, & JONES LLP

Thorpe's Official Creditors Committee and Pacific Insulation
Company are represented by:

          Peter J. Benvenutti, Esq.
          Michaeline H. Correa, Esq.
          JONES DAY
          555 California Street, 26th Floor
          San Francisco, CA 94104
          E-mail: pjbenvenutti@jonesday.com
                  mcorrea@jonesday.com

               - and -

          Peter Lockwood, Esq.
          Ronald E. Reinsel, Esq.
          CAPLIN & DRYSDALE
          Washington, D.C.
          E-mail: plockwood@capdale.com
                  rer@capdale.com

The Future Claims Representative is represented by:

         Gary Fergus, Esq.
         FERGUS, A LAW OFFICE
         595 Market Street, #2430
         San Francisco, CA 94105


TRIBUNE CO: Bank Debt Trades at 24% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 75.50 cents-on-the-
dollar during the week ended Friday, Sept. 28, 2012, a drop of
1.66 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank loan matures on May
17, 2014.  The loan is one of the biggest gainers and losers among
181 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  Before it formally
emerges from bankruptcy, Tribune must still get approval from the
Federal Communications Commission on new broadcast licenses and
waivers for overlapping ownership of television stations and
newspapers in certain markets.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRUMAN FAMILY: Court Dismisses Chapter 11 Case
----------------------------------------------
Based on the amended motion of August B. Landis, acting United
States Trustee for Region 17, the U.S. Bankruptcy Court for the
District of Nevada, on Sept. 12, 2012, dismissed Truman Family
Limited Partnership's bankruptcy case.

Among others, U.S. Trustee Landis said that the dismissal of the
Debtor's case is warranted given that Debtor has failed to file 15
monthly operating reports, has not paid the quarterly U.S. Trustee
fees, and has failed to xpeditiously prosecute the bankruptcy case
as a fiduciary to the Debtor's creditors.

Las Vegas, Nevada-based Truman Family Limited Partnership filed
for Chapter 11 bankruptcy protection on September 3, 2010 (Bankr.
D. Nev. Case No. 10-26871).  David J. Winterton, Esq., who has an
office in Las Vegas, Nevada, assists the Debtor in its
restructuring effort.  In its schedules, the Debtor disclosed
$14,890,038 in total assets and $16,025,943 in total liabilities.


TRW AUTOMOTIVE: S&P Lowers Unsecured Debt Rating to 'BB'
--------------------------------------------------------
Standard & Poor's Ratings Services is assigning its 'BBB' issue
rating (two notches above the corporate credit rating) and '1'
recovery rating to TRW Automotive Inc.'s new $1.4 billion senior
secured revolving credit facility maturing Sept. 28, 2017. This
facility replaces the company's existing $1 billion revolver due
2014. At the same time, Standard & Poor's said it lowered its
rating on TRW's unsecured debt to 'BB' from 'BB+' because of the
increased level of secured debt we assume would be outstanding
under the new revolver in our simulated default scenario. We
revised the recovery rating on the unsecured debt to '5',
indicating that we believe lenders would receive modest (10% to
30%) recovery of principal in the event of a default, from '4'.
The 'BB+' corporate credit rating on TRW remains unchanged. The
outlook remains positive," S&P said.

"TRW's announcement of a $1 billion share repurchase authorization
that extends through Dec. 31, 2014, has no immediate effect on the
corporate credit rating because we expect the company to take a
measured approach to repurchases, to generate about $500 million
of free cash flow in the next two years, and for the company's
leverage to remain in line with the rating," S&P said.

"The 'BBB' rating on TRW's senior secured credit facility has a
recovery rating of '1', indicating our expectation that lenders
would receive very high (90% to 100%) recovery in the event of
default. The 'BB-' rating on TRW's unsecured convertible notes
remains unchanged with a recovery rating of '6', indicating our
expectation that lenders would receive negligible (0 to 10%)
recovery in the event of a default," S&P said.

"Our rating on TRW reflects our assessment of its financial risk
as 'intermediate' and its business risk profile as 'fair,' which
incorporate substantial exposure to the highly cyclical, global
light-vehicle market. The intermediate financial risk profile
reflects the company's moderate financial policy, which has led to
permanent debt reduction using discretionary cash flow. The rating
also reflects TRW's intentional reduction in financial risk,
including debt and pension reduction in 2011, which we believe
will better position it to mitigate future volatility in the
highly cyclical and competitive auto industry," S&P said.

RATINGS LIST

TRW Automotive Inc.
Corporate credit rating                          BB+/Positive/--

New Rating

TRW Automotive Inc.
$1.4 bil. sr secd revolving credit fac due 2017  BBB
  Recovery Rating                                 1

Rating Lowered; Recovery Rating Revised
                                                To        From
TRW Automotive Inc.
Unsecured debt                                 BB        BB+
  Recovery Rating                               5         4


TWEETER HOME: Files Chapter 11 Liquidation Plan
-----------------------------------------------
BankruptcyData.com reports that Tweeter Home Entertainment Group
filed with the U.S. Bankruptcy Court a Chapter 11 Plan of
Liquidation and related Disclosure Statement.

According to the Disclosure Statement, "The Plan is premised upon
a Plan Settlement, which constitutes a cornerstone of the Debtors'
Plan. Pursuant to the Plan Settlement, (i) all Intercompany Claims
shall be released and extinguished, (ii) any guarantee by a Debtor
of an obligation of another Debtor shall be deemed one obligation
of the Debtor for whom the guarantee was issued, (iii) the
Avoidance Action Proceeds shall be proportionally allocated
amongst the Debtors in accordance with each Debtor's current
assets and liabilities, and (iv) each Claim filed against more
than one Debtor shall be entitled to only a single satisfaction of
such Claim and entitled to share in the recovery provided for the
applicable Class of Claims against the primarily obligated Debtor
based upon the full Allowed amount of the Claim."

                         About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- sold mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represented the Debtors.  Kurtzman Carson Consultants LLC acted as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represented the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.  The Debtors' exclusive period to
file a plan of reorganization expired on June 5, 2008.


TXU CORP: Bank Debt Trades at 31% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 68.55 cents-on-the-dollar during the week
ended Friday, Sept. 28, 2012, an increase of 0.62 percentage
points from the previous week according to data compiled by
LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 10, 2017, and
carries Moody's Caa1 rating and Standard & Poor's CCC rating.  The
loan is one of the biggest gainers and losers among 181 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed
$44.07 billion in total assets, $51.83 billion in total
liabilities, and a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


UNITED WESTERN: Seeks Nov. 15 Exclusive Plan Filing Extension
-------------------------------------------------------------
BankruptcyData.com reports that United Western Bancorp (UWBK)
filed with the U.S. Bankruptcy Court a second motion to extend the
exclusive period during which the Company can file a Chapter 11
plan and solicit acceptances thereof through and including
November 15, 2012, and January 11, 2013, respectively.

The motion explains, "the Office of Thrift Supervision ('OTS')
appointed the Federal Deposit Insurance Corporation ('FDIC') as
receiver of United Western Bank (the 'Bank'), a former subsidiary
of UWBK. In response, UWBK and the Bank (among others) initiated a
civil complaint...against the OTS and the FDIC (among others)
seeking rescission of the receivership or for an award of money
damages (the 'Lawsuit'). Debtors' liquidation depends, in large
amount, on the outcome of the Lawsuit. Should the Lawsuit result
in the award of sufficient monetary damages to UWBK, the Debtors
will propose a plan creating a structured payment formula with a
detailed methodology for paying creditors and shareholders. The
Bank and the OTS's successor in interest, the Office of
Comptroller of the Currency ('OCC'), have submitted competing
dispositive motions in the Lawsuit. The competing motions were
fully briefed months ago and await ruling from the DC Court.
Debtors believed that a decision in the Lawsuit would be reached
prior to October 1, 2012. However, as of this date, no decision
has been rendered. Accordingly, Debtors have begun drafting a Plan
that addresses the possibility of recovery in the Lawsuit and the
alternative possibility that it does not win a recovery. However,
because such a Plan is necessarily more complicated than one in
which the outcome of the Lawsuit was known, the Debtors need
additional time to formulate, draft, and propose a plan of
liquidation. The additional time will allow Debtors to draft and
circulate a more thorough and thoughtful plan and disclosure
statement for the benefit of creditors and parties in interest. It
is also possible that, during the extension, the Lawsuit will be
decided so that Debtors will be able to draft a more definite
liquidation plan."

                        About United Western

United Western Bancorp, Inc., along with two affiliates, filed for
Chapter 11 protection (Bankr. D. Colo. Case No. 12-13815) on
March 2, 2012.  Harvey Sender, Esq., at Sender & Wasserman, P.C.,
represents the Debtor.  Judge A. Bruce Campbell presides over the
case.

The Debtor, formerly known as Matrix Bancorp Inc., estimated
assets of up to $10 million and debts of $50 million to
$100 million as of the Chapter 11 filing.  The schedules say that
liabilities total $53.3 million, of which $40.5 million is
unsecured.


USG CORP: Sprint Nextel Executive Elected to Board
--------------------------------------------------
The Board of Directors of USG Corporation elected Matthew Carter
Jr., President, Sprint Global Wholesale & Emerging Solutions at
Sprint Nextel Corporation, a director of the Company for a term
expiring at the 2014 annual meeting of stockholders of the
Company.  Mr. Carter was also appointed to the Audit and
Governance Committees of the Board.

Mr. Carter will be entitled to receive the same compensation as is
applicable to the Company's other directors.

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3.252 billion in
assets and $2.739 billion in liabilities.  The Debtors emerged
from bankruptcy protection on June 20, 2006.

The Company reported a net loss of $390 million in 2011 and a net
loss of $405 million in 2010.

The Company's balance sheet at June 30, 2012, showed $3.64 billion
in total assets, $3.51 billion in total liabilities and $131
million in total stockholders' equity including noncontrolling
interest.

                            *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

In the Sept. 11, 2012, edition of the TCR, Fitch Ratings has
affirmed USG Corporation's (NYSE: USG) ratings, including the
company's Issuer Default Rating (IDR) at 'B-'.  The
Rating Outlook has been revised to Stable from Negative.

The ratings for USG reflect the company's leading market position
in all of its businesses, strong brand recognition, its large
manufacturing network and sizeable gypsum reserves.  Risks include
the cyclicality of the company's end-markets, excess capacity
currently in place in the U.S. wallboard industry, volatility of
wallboard pricing and shipments and the company's high leverage.


VANN'S INC: Unnamed Businessman Offers to Buy All Stores
--------------------------------------------------------
Melissa Rafferty at KPAX News reports that a potential buyer is
interested in bankrupt Vann's.  According to the report, Vann's
CEO Jerry McConnell said Monday afternoon an undisclosed Bozeman
businessman is considering buying the company and is interested in
all five of the stores.  The report relates Mr. McConnell said the
businessman's financial advisor contacted him last week about
purchasing the company, and Mr. McConnell will going to bankruptcy
court to find out if the company can have another week to firm up
the sale.

                        About Vann's Inc.

Vann's Inc. -- http://www.vanns.com/-- a retailer of appliances
and consumer electronics with five stores in Montana, filed for
Chapter 11 protection (Bankr. D. Mont. Case No. 12-61281) in
Butte, Montana, on Aug. 5, 2012.  The Debtor also owns outdoor
clothing and sports products at http://www.bigskycountry.com/
Vann's is owned by an employee stock ownership plan trust.

Vann's Inc. disclosed assets of $17.6 million and liabilities of
$14.4 million.  Assets include $12.2 million cost-value of
inventory plus $1 million in current accounts receivable.  The
Company owes $4 million to First Interstate Bank.  It also owes
$4.8 million on an inventory loan from GE Commercial Distribution
Finance Corp.

Bankruptcy Judge John L. Peterson presides over the case.  Vann's
hired Perkins Coie LLP's Alan D. Smith, Esq., and Brian A.
Jennings, Esq., as counsel; and Hamstreet & Associates, LLC, as
turnaround and restructuring advisors.

GE Commercial Distribution Finance Corporation is represented by
Gary Vincent, Esq., at Husch Blackwell LLP, and the Law Offices of
John P. Paul, PLLC.  First Interstate Bank, the DIP Lender, is
represented by Benjamin P. Hursh, Esq., at Crowley Fleck PLLP.

The U.S. Trustee has formed a seven-member creditors committee.
The Committee is represented by Halperin Battagia Raicht, LLP, and
Ross Richardson.


VIKING SYSTEMS: Cancels Registration of Securities Under Plans
--------------------------------------------------------------
Viking Systems, Inc., filed with the U.S. Securities and Exchange
Commission post-effective amendments to Forms S-8 relating to:

   * Registration Statement No. 333-180021, registering 3,000,000
     shares of the Company's common stock, par value $0.001 per
     share, issued under the Viking Systems, Inc. Amended and
     Restated 2008 Equity Incentive Plan;

   * Registration Statement No. 333-164375, registering 2,8000,000
     shares of Viking's common stock, par value $0.001 per share,
     issued under the Viking Systems, Inc. Amended 2008 Equity
     Incentive Plan;

   * Registration Statement No. 333-150912, registering 6,720,000
     shares of Viking's common stock under the Viking Systems,
     Inc. 2008 Equity Incentive Plan and 1,500,000 shares of
     Viking common stock under the Viking Systems, Inc. 2008 Non-
     Employee Directors' Stock Option Plan.

On Aug. 13, 2012, Viking Systems, Inc., entered into an Agreement
and Plan of Merger with CONMED Corporation and Arrow Merger
Corporation, a direct wholly-owned subsidiary of CONMED ("Merger
Sub"), pursuant to which, among other things, Merger Sub would
merge with and into Viking, Viking would become a wholly-owned
subsidiary of CONMED, and all outstanding shares of Viking common
stock would be converted into the right to receive $0.27 in cash.
The Merger became effective on Sept. 26, 2012, following the
filing of a Certificate of Ownership and Merger with the Secretary
of State of the State of Delaware.

As a result of the Merger, Viking has terminated any and all
offerings of its securities pursuant to the Registration
Statements.

                        About Viking Systems

Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB:
VKNG.OB) -- http://www.vikingsystems.com/-- is a developer,
manufacturer and marketer of visualization solutions for complex
minimally invasive surgery.  The Company partners with medical
device companies and healthcare facilities to provide surgeons
with proprietary visualization systems enabling minimally invasive
surgical procedures, which reduce patient trauma and recovery
time.

Viking Systems reported a net loss applicable to common
shareholders of $2.92 million in 2011, compared with a net loss
applicable to common shareholders of $2.43 million in 2010.

The Company's balance sheet at June 30, 2012, showed $4.71 million
in total assets, $3.10 million in total liabilities and
$1.61 million in total stockholders' equity.


VILLAGIO PARTNERS: Hiring Hughes Watters as General Counsel
-----------------------------------------------------------
Villagio Partners Ltd., et al., ask the U.S. Bankruptcy Court for
the Southern District of Texas for authority to employ Hughes
Watters Askanase, LLP, as general counsel.

Hughes Watters will provide these professional services:

  a) Rendering bankruptcy related legal advice to the Debtors
     regarding their continued operation and management of cash
     and property;

  b) Assisting, on behalf of the Debtors, in the preparation of
     necessary applications, notices, motions, answers, orders,
     reports, schedules, statement of affairs, and other legal
     papers;

  c) Assisting the Debtors in the negotiation and formulation of \
     plans of reorganization and the preparation of disclosure
      statements;

  d) Assisting the Debtors in preserving and protecting the
     Debtors' estates; and

  e) Performing all other legal services for the Debtors which may
     be necessary or appropriate in administering the bankruptcy
     cases.

To the best of the Debtors' knowledge and belief, the firm has no
adverse connection or relationship with the Debtors, the Debtors'
creditors, or other parties in interest, and that the firm has no
relationship which would cause its disqualification, and no actual
conflict of interest exists which would render the firm ineligible
to serve as counsel for the Debtors.

The firm will charge for time at its normal billing rates for
attorneys and paralegals, and will request reimbursement for its
out-of-pocket expenses, subject to Bankruptcy Court approval.

                  About Villagio Partners et al.

Villagio Partners Ltd., along with six affiliates, filed a bare-
bones Chapter 11 petition (Bankr. S.D. Tex. 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.

Simon Richard Mayer, Esq., and Wayne Kitchens, Esq., at Hughes
Watters Askanase, LLP, in Houston, represent the Debtors as
counsel.


VILLAGIO PARTNERS: Taps Andrews Mayers as Real Estate Counsel
-------------------------------------------------------------
Villagio Partners Ltd., et al., ask the U.S. Bankruptcy Court for
the Southern District of Texas for authority to employ Andrews
Myers, P.C., as special counsel to represent and advise the
Debtors in al matters related to the negotiation of real property
leases, as well as the sale of certain real properties, as
necessary, effective as of Aug. 6, 2012.

The firm will charge the Debtors' estate on an hourly basis:

     Patrick Hayes, Shareholder       $350.00 per hour
     Susan George, Senior Counsel     $260.00 per hour
     Paralegal                        $150.00 per hour

                  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 cases.

Simon Richard Mayer, Esq., and Wayne Kitchens, Esq., at Hughes
Watters Askanase, LLP, in Houston, represent the Debtors as
counsel.


VILLAGIO PARTNERS: Hiring Kaiser as Litigation Counsel
------------------------------------------------------
Villagio Partners Ltd., et al., ask the U.S. Bankruptcy Court for
the Southern District of Texas for authority to employ Kaiser,
P.C., as special litigation counsel, effective as of the Petition
Date.

Kaiser will represent the Debtors in certain litigation matters
separate from the bankruptcy cases.

Currently, the firm represents some or all of the Debtors in the
Chapter 11 cases:

     Research New Trails Partners, Ltd., et al. v. Terry English
     d/b/a Commercial Tax Network, Cause No. 2011-04811 in the
     270th District Court of Harris County, Texas;

     Orleans Ventures, Ltd. v. Restoration Pros Two, Inc., et al.,
     Cause No. 2011-27185 in the 189th District Court of Harris
     County, Texas;

     Compass Care Holdings, Ltd. v. Sandra Silva d/b/a Mya's
     Playce, Cause No. 2011-67410 in the 61st District Court of
     Harris County, Texas;

     Luebe-Jones Inc. v. Marcel Construction & Maintenance, Ltd.,
     Cause No. 2008-46609 in the 55th District Court of Harris
     County, Texas;

     Orleans Ventures, Ltd. v. Mohammad Ali Rehmat, Cause No.
     2010-64460 in the 164 District Court of Harris County, Texas;
     and

     Villagio Partners, Ltd. v. Ioannis Tsokos, et al., Cause No.
     2010-16319 in the 55th District Court of Harris County,
     Texas; related to Tower Insurance Company v. Ioannis Tsokos,
     Cause No. 2010-16319-A in the 55th District Court of Harris
     County.

Marcel Construction & Maintenance, Ltd., also has a claim against
Tim and Amy Swanson d/b/a Hair Spa.  To date no lawsuit has been
filed, but litigation upon the Debtor's tenant's breach of lease
is anticipated.  To the extent a settlement is agreed to it will
be subject to Bankruptcy Court approval.

Villagio Partners, Ltd. also has a claim against Nomad Energy Inc.
which recently filed a Chapter 7 bankruptcy under Case No. 12-
35261-H3-7 in the United States Bankruptcy Court for the Southern
District of Texas.

The Firm bills:

     Jeff Kaiser, Partner     $250 per hour
     Paralegal                $90 per hour

                  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 cases.

Simon Richard Mayer, Esq., and Wayne Kitchens, Esq., at Hughes
Watters Askanase, LLP, in Houston, represent the Debtors as
counsel.


VMARK INC: Seeks Court OK for $51-Mil. Sale to Valid USA
--------------------------------------------------------
Vmark, Inc. and its nine affiliate companies, recognized leaders
in the production of plastic cards, direct mail marketing and data
solutions, disclosed that they have filed court documents as part
of its Chapter 11 proceedings pending in the U.S. Bankruptcy Court
for the Northern District of Illinois seeking approval of an
agreement for Valid USA to purchase substantially all of the
assets of Vmark for approximately $51 million under section 363 of
Chapter 11 of the United States Bankruptcy Code.

This agreement provides for Valid USA's status as a stalking horse
bidder for participating in an auction for the acquisition of
those assets, to be held in case other potential buyers present
proposals, expected to occur over the next 60 days.

Closing of the transactions contemplated under the agreement is
subject to the satisfaction of customary closing conditions and
court approval, which may not occur.

Vmark had voluntarily filed for protection under Chapter 11 on
Aug. 14, 2011 to separate itself from negative publicity arising
from unrelated litigation surrounding the failure of Mutual Bank.

This announcement is a major step toward ending Vmark's Chapter 11
status, and ensuring that our customers will continue to receive
the quality, service and value that Vmark has always delivered.

Valid, created in 1957, is one of the largest suppliers of Smart
Cards in Brazil and plays a critical role in the lives of millions
of citizens worldwide by providing industry leading solutions in
payment technology, telecommunications, identification systems and
digital certification.  Behind the billions of credit card
transactions, cell phone calls, and driver licenses, Valid's
people, processes and state-of-the-art technology are making
things happen effectively and securely. Valid provides leading
edge solutions that meet the highest expectations of our clients'
needs.

As a publicly-traded Brazilian company (VLID3), Valid is present
in all Brazilian States and is expanding operations around the
world, with its brand already recognized and respected in
countries including Argentina, Spain and the United States.  With
a market capitalization of approximately $1 billion US dollars,
and more than 5,000 employees, Valid is a proven market leader
meeting the demands for cyber and information security which has
made the Valid trademark a byword for trust and credibility.

The Vmark companies continue to be healthy and profitable, as they
were prior to voluntarily entering Chapter 11.


WALLDESIGN INC: Taps Shulman Hodges as Litigation Counsel
---------------------------------------------------------
Walldesign, Inc., asks the U.S. Bankruptcy Court for the Central
District of California for permission to employ Shulman Hodges
& Bastian LLP as special litigation counsel to assist the Debtor
in collection of receivables, on a contingency fee basis, plus
costs and expenses.

The firm will, among other things:

   -- conduct investigations, including any informal or formal
      discovery, and prepare the documents and pleadings necessary
      to pursue claims related to the collection of the Debtor's
      receivables including claims against Cal Pacific Homes for
      work performed and for lost profits upon the postpetition
      termination of Walldesign, Inc.

   -- prepare the documents and pleadings necessary to commence
      litigation to prosecute the receivable claims and to conduct
      discovery associated therewith.  If a judgment is obtained
      in favor of the estate, the firm may oppose any motion for a
      new trial, or file or defend any appeals on the matter as
      directed by the Debtor.

   -- analyze possible settlement of disputes related to the
      collection of the Debtor's receivables and conduct possible
      settlement negotiations.

According to the Debtor, none of the services to be performed by
the firm will duplicate the services performed by these
professionals in the case:

   1. Brian Weiss as the chief restructuring officer;

   2. Winthrop Couchot Professional Corporation as general
      insolvency counsel;

   3. BSW & Associates as financial advisor;

   4. Alan Villanueva, CPA tax preparer; and

   5. Jones Day as counsel for the Official Committee of Unsecured
      Creditors.

The firm has received no retainer for the services to be
performed.  The firm will be employed on a contingency fee basis,
plus costs and expenses, as, among other things:

   a) if the matter is settled before or after a proof of claim or
      lawsuit is filed, but before the case is first assigned to a
      trial date, an amount equal to 33% of any Gross Recovery
      obtained regardless of the purpose of the monies paid by the
      account debtor after date the retainer agreement is signed.

   b) thereafter, an amount equal to 40% of any Gross Recovery
      obtained, whether by way of settlement, judgment or
      compromise, regardless of the purpose of the monies paid by
      the account debtor after date the retainer agreement is
      signed.

   c) costs and expenses as affecting contingency fee: any costs
      and expenses paid in connection with Client's claim which
      remain outstanding at the time of settlement, judgment or
      compromise will be paid from the total Gross Recovery (total
      Recovery prior to subtracting all unreimbursed costs),
      before the contingency fee is calculated.

The Debtor also requests that it be authorized to place in the
firm's trust account the initial cost retainer of $5,000, and once
the initial cost retainer is exhausted, on a monthly basis, 100%
of the firm's monthly costs and expenses as they are incurred.
In the event that litigation is commenced on a receivable matter,
the Debtor be authorized to place in the firm's trust account the
Trial Cost Retainer of $25,000 for the Cal Pacific Homes matter
and a $5,000 trial cost retainer for all other matters where
litigation is commenced, and once the trial cost retainer is
exhausted, on a monthly basis, 100% of the firm's monthly trial
related costs and expenses as they are incurred.

To the best of the Debtor's knowledge, the firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                        About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Jones Day as its counsel.


WARNER MUSIC: Recorded Music Chairman and CEO Leaves
----------------------------------------------------
Warner Music Group announced that after more than eight years at
WMG, Recorded Music Chairman and CEO, Lyor Cohen will resign from
the company effective Sept. 30, 2012.

Since joining WMG in 2004, Mr. Cohen was responsible for the
restructuring of WMG's Recorded Music division following the
Company's acquisition from Time Warner, and for leading the
division's transition from a physical to a digital music company.
Between 2004 and 2010, under his leadership, WMG consistently
outperformed its music industry peers in Current and Overall Album
share improvement, and had the No.1 label in the U.S. in four of
those years.  In 2007, WMG's Recorded Music business grew from the
fourth- to the third-largest in the world and, in both fiscal 2007
and fiscal 2008, achieved its highest U.S. album share in a
decade.  In 2011, Warner Music U.K. scored two of the top three
albums and was the only major to maintain its U.K. share.  Mr.
Cohen also pioneered the transition from traditional recording
agreements to multi-right artist partnerships, providing support
for artists in numerous aspects of their careers and encouraging
long-term artist development.  During his tenure, WMG enjoyed
success with those artists as The Black Keys, Blake Shelton, Bruno
Mars, Cee Lo Green, Death Cab For Cutie, Ed Sheeran, Flo Rida,
fun., Hunter Hayes, James Blunt, Janelle Monae, Jason Mraz, Josh
Groban, Lupe Fiasco, Michael Buble, Muse, My Chemical Romance,
Nickelback, Paolo Nutini, Paramore, Plan B, Rob Thomas, Shinedown,
T.I., Trey Songz, and Zac Brown Band, among many others.

In making the announcement, Mr. Cohen said, "To all the artists
and employees who live and die for the music every day, and who
personally sacrifice for the good of the creative process: 'keep
on keepin' on' in the tradition of a company that respects and
honors the artistic community."

Len Blavatnik, Chairman and founder of Access Industries, said, "I
personally want to thank Lyor for his dedication and contributions
to Warner Music.  He has been both a business partner and personal
friend and I wish him only the best."

Stephen Cooper, WMG's CEO, said, "Lyor Cohen has built something
very special here.  While we understand his desire to move on to
his next challenge, the enduring success of our recorded music
division will serve as a great testament to the progress we've
made during Lyor's time at WMG.  We are grateful for Lyor's
contributions, and we wish him the best.  I'm confident that given
the strength of our talented management team in Recorded Music,
we'll be able to drive further success."

Following Mr. Cohen's departure, the Company's senior label
executives will report directly to Stephen Cooper.

Lyor Cohen has served as the Chairman and CEO, Recorded Music for
Warner Music Group since 2011.  Prior to that, he served as Vice
Chairman, WMG and Chairman and CEO, Recorded Music - Americas and
the UK, since September 2008.  Previously, Mr. Cohen was Chairman
and CEO, Recorded Music North America from March 2008 to September
2008 and Chairman and CEO, US Recorded Music since joining the
company in March 2004.  From 2002 to 2004, Mr. Cohen was the
Chairman and CEO of Universal Music Group's Island Def Jam Music
Group.  Mr. Cohen served as President of Def Jam from 1988 to
2002.  Previously, Mr. Cohen served in various capacities at Rush
Management which he founded with partner Russell Simmons.

                     About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE.  On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.  On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act.  The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.

The Company reported a net loss of $60 million on $1.40 billion of
revenue for the six months ended March 31, 2012.  The Company
reported a net loss of $206 million on $2.86 billion of revenue
for the combined 12 months ended Sept. 30, 2011, following a net
loss of $145 million on $2.98 billion of revenue for the fiscal
year ended Sept. 30, 2010.

The Company's balance sheet at June 30, 2012, showed $5.16 billion
in total assets, $4.20 billion in total liabilities and $961
million in total equity.


WASHINGTON MUTUAL: Suit Over 'Fire Sale' to JPMorgan Pared
----------------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that Washington Mutual
NA bondholders will see only their tortious interference claim
against JPMorgan Chase & Co. move forward, after a Washington,
D.C., federal judge on Friday trimmed the insurers' suit claiming
JPMorgan engineered the bank's downfall in order to buy it at a
massive discount.

Bankruptcy Law360 relates that U.S. District Judge Rosemary M.
Collyer found the bondholders' claims for unjust enrichment and
breach of a confidentiality agreement failed because the alleged
damage had actually been done to WaMu itself.

                   About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent
$232.8 million on bankruptcy professionals since filing its
Chapter 11 case in September 2008.

In March 2012, the Debtors' Seventh Amended Joint Plan of
Affiliated, as modified, and as confirmed by order, dated Feb. 23,
2012, became effective, marking the successful completion of the
chapter 11 restructuring process.

The Plan is based on a global settlement that removed opposition
to the reorganization and remedy defects the judge identified in
September.  The plan is designed to distribute $7 billion.  Under
the reorganization plan, WaMu established a liquidating trust to
make distributions to parties-in-interest on account of their
allowed claims.


WATERLOO RESTAURANT: Committee Taps Brinkman Portillo as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Waterloo Restaurant Ventures, Inc., asks the U.S.
Bankruptcy Court for the Northern District of Texas for permission
to retain Brinkman Portillo Ronk, PC as its counsel.

The hourly rates of BPR's personnel are:

         Daren R. Brinkman, partner            $575
         Laura J. Portillo, partner            $495
         David H. Oken, of counsel             $485
         Kevin C. Ronk, partner                $390
         Associate Attorneys                   $330
         Paralegals and Law Clerks             $175

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

Mr. Brinkman was designated as the lead attorney.

                    About Waterloo Restaurant

Waterloo Restaurant Ventures, Inc., operator of 12 Romano's
Macaroni Grill restaurants, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 12-31573) in Dallas on March 8, 2012, to pursue
a sale of the business.  The Debtor has 12 stores are in
California, Oregon and Washington.  The Italian-style casual
dining chain said there was a "dramatic decrease in sales in the
majority of the franchises" the company owns.  Some were
generating negative cash flows from operations.

Judge Barbara J. Houser presides over the case.  Waterloo is
represented by Rochelle McCullough, LLP.  In its schedules,
Waterloo listed $22,912,226 in total assets and $17,455,176 in
total liabilities.

On Aug. 2, 2012, the U.S. Trustee has appointed an official
committee of unsecured creditors.


WATERLOO RESTAURANT: Taps Grafe to Auction Restaurant Equipment
---------------------------------------------------------------
Waterloo Restaurant Ventures, Inc., asks the U.S. Bankruptcy Court
for the Northern District of Texas for permission to employ Grafe
to conduct an auction sale pursuant to the terms of the Office of
the United States Trustee, Region 6 Guidelines for Auction Sales,
Jan. 19, 2006.

The Court previously authorized the Debtor to sell certain assets
free and clear of liens, claims and encumbrances.

As reported in the TCR on July 16, 2012, the Debtor revealed in a
court filing that it is marketing its assets in order to maximize
the value of the assets while still operating as Romano's Macaroni
Grill franchises.

Grafe will assist the Debtor in maximizing the value of Debtor's
assets in the Chapter 11 case, as stated in the Seller Agreement,
including, as reasonably requested: set up, catalog the Restaurant
Equipment, advertising and marketing the Restaurant Equipment,
site monitoring of the auction sites and cleanup, and conducting
an auction sale regarding the Restaurant Equipment. The Debtor
request authority to hold an auction either on-site at the Five
Locations, or off site.

Subject to Court approval, Grafe will receive a 15% commission of
the sale of the Restaurant Equipment at the 5 Locations.  Grafe
will also be paid for its time and material costs for the removal,
transportation and storage of the Restaurant Equipment from the
Portland, Oregon location.

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

                    About Waterloo Restaurant

Waterloo Restaurant Ventures, Inc., operator of 12 Romano's
Macaroni Grill restaurants, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 12-31573) in Dallas on March 8, 2012, to pursue
a sale of the business.  The Debtor has 12 stores are in
California, Oregon and Washington.  The Italian-style casual
dining chain said there was a "dramatic decrease in sales in the
majority of the franchises" the company owns.  Some were
generating negative cash flows from operations.

Judge Barbara J. Houser presides over the case.  Waterloo is
represented by Rochelle McCullough, LLP.  In its schedules,
Waterloo listed $22,912,226 in total assets and $17,455,176 in
total liabilities.

On Aug. 2, 2012, the U.S. Trustee has appointed an official
committee of unsecured creditors.  The Committee tapped Brinkman
Portillo Ronk, PC as its counsel.


WATERLOO RESTAURANT: Taps Thompson Kessler to Provide CPA Services
------------------------------------------------------------------
Waterloo Restaurant Ventures, Inc., asks the U.S. Bankruptcy Court
for the Northern District of Texas for permission to employ
Thompson Kessler Wiest & Borquist PC to provide CPA services
related to a required audit of the Debtor's 401(k) Plan during the
Chapter 11 case.

Specifically, Thompson Kessler will provide services related to an
audit of the statement of net assets available for benefits of the
Debtor's 401(k) Plan as of Dec. 31, 2011, and the related
statement of changes in net assets available for benefits for the
year then ended.

Thompson Kessler's standard hourly rates range between $60 per
hour and $270 per hour for the professionals who will most likely
be working on the audit of the Debtor's 401(k) Plan.  Thompson
Kessler estimates that the total fees to be incurred by the Debtor
with respect to the Debtor's 401(k) Plan audit will be $15,000 or
less.

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

                    About Waterloo Restaurant

Waterloo Restaurant Ventures, Inc., operator of 12 Romano's
Macaroni Grill restaurants, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 12-31573) in Dallas on March 8, 2012, to pursue
a sale of the business.  The Debtor has 12 stores are in
California, Oregon and Washington.  The Italian-style casual
dining chain said there was a "dramatic decrease in sales in the
majority of the franchises" the company owns.  Some were
generating negative cash flows from operations.

Judge Barbara J. Houser presides over the case.  Waterloo is
represented by Rochelle McCullough, LLP.  In its schedules,
Waterloo listed $22,912,226 in total assets and $17,455,176 in
total liabilities.

On Aug. 2, 2012, the U.S. Trustee has appointed an official
committee of unsecured creditors.  The Committee tapped Brinkman
Portillo Ronk, PC as its counsel.


WEST PENN ALLEGHENY: Axes Merger Plan With Highmark
---------------------------------------------------
Steve Twedt at Pittsburgh Post-Gazette reports the board of West
Penn Allegheny Health System has called off the merger with
Highmark Inc. after more than a year of planning and a promised
$475 million investment by the insurer.

According to the report, in the aftermath of West Penn's decision
to end the agreement, two equally divided camps quickly formed
about who is at fault in the blowup, with one side accusing
Highmark of skullduggery and the other questioning West Penn
Allegheny's judgment in walking away from a financial savior.

The report relates, at the core of the disagreement was what
WPAHS officials describe as Highmark's recent insistence that West
Penn Allegheny declare Chapter 11 bankruptcy to rid itself of a
near-$1 billion debt obligation -- with no guarantee that Highmark
would still go through with the deal after the filing.

The report adds the two health giants announced their affiliation
agreement in November, with both sharing the common goal of
stabilizing the West Penn Allegheny system and offer a high
quality, lower cost alternative to UPMC for local consumers.

The report notes, before the two came together, WPAHS board
members had all but decided they would be forced to close West
Penn Hospital in Bloomfield as part of a major restructuring meant
to stem ongoing losses.

Highmark has infused $200 million into WPAHS, half of it grants
and half of it loans, according to the report.  WPAHS officials
said Friday that the alleged affiliation breach by Highmark --
which Highmark disputes -- means the $100 million loan becomes a
grant.

Both Highmark and WPAHS continued to express willingness to work
with each other, notwithstanding the disagreement over a possible
bankruptcy filing, says the report.

Headquartered in Pittsburgh, WPAHS is a large, integrated health
system now operating five hospitals and other related entities
that primarily serve Allegheny County and its five surrounding
counties.  WPAHS' flagship is the 661-licensed bed Allegheny
General Hospital.  Total revenues in fiscal 2011 were roughly
$1.6 billion.  Fiscal 2011 figures are from a draft audit.
Disclosure to Fitch and to bondholders has been provided on a
quarterly basis and consists of a management discussion and
analysis, income statement, balance sheet, cash flow statement,
and utilization statistics.


WESTERLY HOSPITAL: Dept. of Health to Expedite L&Ms Application
---------------------------------------------------------------
Judy Benson at TheDay.com reports that the Rhode Island Department
of Health has agreed to give expedited review to Lawrence &
Memorial Hospital's application to purchase The Westerly Hospital.

Attorney Mark Russo, the court-appointed special master in The
Westerly Hospital receivership case said this is the first time an
expedited procedure has been granted by Rhode Island hospital
regulators under the state's Hospital Conversion Act, according to
the report.

"This is a huge step towards the Westerly Hospital emerging from
the Mastership proceeding," Russo said in an email message
obtained by the news agency.

Mike O'Farrell, spokesman for L&M, said the sale proceedings are
on track for a closing to take place in January, the report notes.


ZUERCHER TRUST: Sec. 341 Creditors' Meeting Set for Oct. 23
-----------------------------------------------------------
The Zuercher Trust of 1999 filed a Chapter 11 petition (Bankr.
N.D. Calif. Case No. 12-32747) in San Francisco, California.

The Debtor, a business trust, estimated assets and debts of
$10 million to $50 million.  The Debtor owns property in
621 S. Union Avenue, in Los Angeles.  The property is currently in
REAP for alleged city health code violations.

The Debtor is in "serious financial condition and is unable to
continue without debt relief," according to the resolution
recommending the bankruptcy filing.

Derrick F. Coleman, Esq., at Coleman Frost LLP, Santa Monica,
serves as counsel.

There's a meeting of creditors under 11 U.S.C. Sec. 341(a) on
Oct. 23, 2012 at 9:00 a.m.

Creditors are required to submit their proofs of claim by Jan. 22,
2013.


ZUERCHER TRUST: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: The Zuercher Trust of 1999
        911 N. Amphlett Boulevard
        San Mateo, CA 94401

Bankruptcy Case No.: 12-32747

Chapter 11 Petition Date: September 26, 2012

Court: U.S. Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Derrick F. Coleman, Esq.
                  COLEMAN FROST LLP
                  429 Santa Monica Boulevard, #700
                  Santa Monica, CA 90401
                  Tel: (310) 576-7312
                  E-mail: derrick@colemanfrost.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 Monica H. Hujazi, trustee.


* Truck Makers Can't Appeal Transmission Antitrust Ruling
---------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. District Judge
Sue L. Robinson blocked a move Wednesday by Mack Trucks Inc.,
Navistar International Corp. and others to appeal an order
preserving a proposed antitrust class action filed by a vehicle
transporter's Chapter 7 trustee alleging they conspired to
maintain Eaton Corp.'s monopoly in the market for large truck
transmissions.


* Failed Illinois Bank Bring Year's Total to 43
-----------------------------------------------
First United Bank from Crete, Illinois, which has five branches,
was taken over by regulators on Sept. 28.  It was the 43rd bank to
fail this year.  The bank had $316.9 million in deposits.  The
failure cost the Federal Deposit Insurance Corp.'s insurance fund
$48.6 million.  The deposits and branches were transferred to Old
Plank Trail Community Bank NA.

                      2012 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                Loss-Share
                                Transaction Party    FDIC Cost
                   Assets of    Bank That Assumed    to Insurance
                   Closed Bank  Deposits & Bought    Fund
  Closed Bank      (millions)   Certain Assets       (millions)
  -----------      -----------  -----------------    ------------
First United Bank       $328.4  Old Plank Trail           $48.6

Truman Bank             $282.3  Simmons First National    $34.0
First Commercial Bank   $215.9  Republic Bank & Trust     $63.9
Waukegan Savings Bank    $88.9  First Midwest Bank        $19.8
Jasper Banking Company  $216.7  Stearns Bank, N.A.        $58.1
Second Federal Savings  $199.1  Hinsdale Bank & Trust     $76.9
Heartland Bank          $110.0  Metcalf Bank               $3.1
Georgia Trust Bank      $119.8  Community & Southern      $20.9
The Royal Palm Bank      $87.0  First National Bank       $13.5
First Cherokee State    $222.7  Community & Southern      $36.9
Glasgow Savings Bank     $24.8  Regional Missouri          $0.1
Montgomery Bank & Trust $173.6  Ameris Bank               $75.2
The Farmers Bank        $163.9  Clayton Bank and Trust    $28.3
Security Exchange Bank  $151.0  Fidelity Bank             $34.3
Putnam State Bank       $169.5  Harbor Community Bank     $37.4
Waccamaw Bank           $533.1  First Community Bank      $51.1
Farmers' and Traders'    $43.1  First State Bank           $8.9
First Capital Bank       $46.1  F & M Bank                 $5.6
Carolina Federal         $54.4  Bank of North Carolina    $15.2
Alabama Trust Bank       $51.6  Southern States Bank       $8.9
Security Bank, N.A.     $101.0  Banesco USA               $10.8
Plantation Federal      $486.4  First Federal Bank        $76.0
Inter Savings Bank      $473.0  Great Southern Bank      $117.5
Bank of the Est. Shore  $166.7  [No Acquirer]             $41.8
Palm Desert Nat'l       $125.8  Pacific Premier Bank      $20.1
HarVest Bank of Md.     $164.3  Sonabank                  $17.2
Fort Lee Federal         $51.9  Alma Bank                 $14.0
Fidelity Bank           $818.2  The Huntington Nat'l      $92.8
Premier Bank            $268.7  Int'l Bank of Chi.        $64.1
Covenant Bank            $95.7  Stearns Bank, N.A.        $31.5
New City Bank            $71.2  [No Acquirer]             $17.4
Global Commerce Bank    $143.7  Metro City Bank           $17.9
Central Bank of Georgia $278.9  Ameris Bank               $67.5
Home Savings of Amer.   $434.1  [No Acquirer]             $38.8
Charter National Bank    $93.9  Barrington Bank           $17.4
SCB Bank                $182.6  First Merchants Bank      $33.9
Patriot Bank            $111.3  First Resource Bank       $32.6
BankEast                $272.6  U.S. Bank N.A.            $75.6
Tennessee Commerce    $1,185.0  Republic Bank & Trust    $416.8
First Guaranty Bank     $377.9  CenterState Bank          $82.0
American Eagle           $19.6  Capital Bank, N.A.         $3.2
The First State Bank    $416.8  Hamilton State Bank      $416.8
Central Florida          $79.1  CenterState Bank          $24.4

In 2011 there were 92 failed banks, compared with 157 in 2010, 140
in 2009 and just 25 for 2008.

The failures in 2010 were the most since 1992, when 179
institutions were taken over by regulators.

A complete list of banks that failed since 2000 is available at:

http://www.fdic.gov/bank/individual/failed/banklist.html

                    813 Banks in Problem List

The FDIC's Quarterly Banking Profile for Dec. 31, 2011, says that
The number of institutions on the FDIC's "Problem List" declined
from 844 to 813 during the quarter, and total assets of "problem"
institutions fell from $339 billion to $319.4 billion.  The number
of institutions in the "problem list" has decreased for the third
consecutive quarter.

The FDIC defines "problem" institutions as those with financial,
operational or managerial weaknesses that threaten their
viability.

The deposit insurance fund, which protects customer holdings up to
$250,000 per account in the event of a failure, saw its balance
increase in the fourth quarter to $9.2 billion (unaudited) from
$7.8 billion in the third quarter, the eighth consecutive
quarterly increase.

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2011              813      $319,432          92        $34,923
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Oct. 4, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts: Bankruptcy Fundamentals for
      Young and New Practitioners
         Charles Evans Whittaker Courthouse, Kansas City, Mo.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 5, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      32nd Annual Midwestern Bankruptcy Institute & Consumer Forum
         Kansas City Marriott Downtown, Kansas City, Mo.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 5, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy 2012: Views from the Bench
         Georgetown University Law Center, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 8, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      5th Annual Chicago Consumer Bankruptcy Conference
         University of Chicago Gleacher Center, Chicago, Ill.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 18, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency & Restructuring Symposium
         Parco dei Principi Grand Hotel & Spa, Rome, Italy
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 26, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         San Diego Marriott Marquis and Marina, San Diego, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 1-2, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Corporate Restructuring Competition
         Wharton University of Pennsylvania, Philadelphia, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 1-3, 2012
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Westin Copley Place, Boston, Mass.
            Contact: http://www.turnaround.org/

Nov. 7, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      U.S./Mexico Restructuring Symposium
         The Four Seasons, Mexico City, D.F.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 12, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Conference
         MGM Grand, Detroit, Mich.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 26, 2012
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Nov. 29-30, 2012
   MID-SOUTH COMMERCIAL LAW INSTITUTE
      33rd Annual Bankruptcy & Commercial Law Seminar
         Nashville Marriott at Vanderbilt, Nashville, Tenn.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 29 - Dec. 1, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 4-8, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/SJUSL Mediation Training Symposium
         St. John's University, Queens, N.Y.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Jan. 24-25, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Four Seasons Hotel Denver, Denver, Colo.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 7-9, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Involvency Symposium
         Eden Roc Renaissance, Miami Beach, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 17-19, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Advanced Consumer Bankruptcy Practice Institute
         Charles Evans Whittaker Courthouse, Kansas City, Mo.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 20-22, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      VALCON
         Four Seasons Las Vegas, Las Vegas, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Sept. 15, 2012



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***