TCR_Public/130611.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, June 11, 2013, Vol. 17, No. 160

                            Headlines

2066 MEDFORD: Voluntary Chapter 11 Case Summary
6600 BUILDING: Case Summary & 10 Unsecured Creditors
68 SANDY: Case Summary & 5 Unsecured Creditors
A&C HEALTH: Voluntary Chapter 11 Case Summary
ADVANCED LIVING: Can Hire Agnew & Foster as Litigation Counsel

ADVANCED LIVING: Can Hire LTC Consulting for Billing & Collection
AFFIRMATIVE INSURANCE: Stockholders Elect Seven Directors
AFFYMAX INC: To Terminate Supply Agreement with Bachem
AHERN RENTALS: S&P Assigns Preliminary 'B' CCR; Outlook Stable
ALLIED IRISH: Acting CFO Paul Stanley Quits

ALLIED SYSTEMS: Seeks Plan Filing Exclusivity Until Sept. 4
AM GENERAL: Weak Liquidity Cues Moody's to Lower CFR to 'Caa2'
AMERICA WEST: Gets Final Court OK on Extended DIP Financing
AMERICA WEST: Court Enters Amended Sale Order to Clarify Items
AMERICAN AIRLINES: Announces Post-Merger Board of Directors

AMERICAN AIRLINES: Announces Sr. Leadership Team of Merged Airline
AMERICAN AIRLINES: Has Sale-and-Leaseback on 8 New Aircraft
AMERICAN AIRLINES: Inks Cash-Saving Lease Deals
AMERICAN AIRLINES: Consolidated Traffic Increased 0.8% in May
AMERICAN AIRLINES: Strikes Deals With San Francisco

AMERICAN ROCK: Moody's Alters Outlook to Stable & Keeps 'B3' CFR
APEX RACK: Updated Case Summary & Creditors' Lists
ARCAPITA BANK: Tide Objects to Settlement with Hopper Parties
ARCAPITA BANK: Hearing Today on SCB Plan Support Settlement
ARGOSY ENERGY: In Receivership; Directors Resign

ASSURED PHARMACY: Private Placement of Equity Securities Expires
ATLANTIC COAST: Two Directors Reaffirm Merger Opposition
BBX CAPITAL: David Lieberman Quits as Director
BBX CAPITAL: Enters Into $44-Mil. Settlement with Catafulmo
BERNARD L. MADOFF: Lawyers Approved for $49.1 Million in Fees

BERNARD L. MADOFF: Trustee Seeks Equality in Schneiderman Appeal
BETO'S COLLISION: Case Summary & 6 Unsecured Creditors
BION ENVIRONMENTAL: Major Watershed Improvement Act Introduced
BIRDSALL SERVICES: New Jersey Receives $2.6 Million From Sale
BLACK ELK: Falling Liquidity Prompts Moody's to Lower CFR to Caa2

BLACK WATER: Case Summary & 4 Unsecured Creditors
BOLLINGER INVESTMENT: Case Summary & 3 Unsecured Creditors
BRAZILIAN COMMUNITY: Case Summary & 20 Largest Unsecured Creditors
C.W. MINING: Abstruse Rights Are Property of a Bankrupt Estate
CASH STORE: Faces Class Suits in Ontario & Alberta

CDC CORP: Trust Sues AIG Over $9MM in D&O Coverage
CHAMPION INDUSTRIES: Has Forbearance from Lenders Until Sept. 30
CHINA NATURAL: Director Fires Back at Bid to Ax Ch. 11
CHINA NATURAL: Xiang Yang Owned 6.2% of Shares as of Feb. 8
CHINA NATURAL: Court Approves $815,000 Settlement with SEC

CHINA TELETECH: Yau Kwong Lee Quits From Board
CIRCLE STAR: Transfers Leases to Cottonwood to Settle Lawsuit
COMMERCIAL REAL ESTATE: Case Summary & Unsecured Creditor
COMPETITIVE TECHNOLOGIES: Amends 2012 Annual Report
COOPER BOOTH: Continued Hearing on Cash Collateral Set Today

CORALVILLE, IOWA: Moody's Lowers Rating on Revenue Bonds to Ba1
CORALVILLE, IOWA: Moody's Cuts Annual Appropriation Rating to Ba1
CRYOPORT INC: Cryoport Doubles Revenues for Fiscal 2013
DBI HOUSING: Ct. Says Los Angeles Asset Has Enough Equity Cushion
DEJOUR ENERGY: Amends 2011 Annual Report to Address SEC Comments

DELTEK INC: S&P Rates Proposed $630MM First Lien Debt 'B'
DETROIT, MI: U.S. Funds to Aid Teardown of Buildings
DISCOVER COMMONS: Voluntary Chapter 11 Case Summary
DOME HYDROCARBON: Case Summary & 20 Largest Unsecured Creditors
DUNE ENERGY: Highbridge, et al., to Resell 6-Mil. Common Shares

DYNEGY INC: Managers & Directors Held Immune from Lawsuits
EASTMAN KODAK: Stock-Drop Plaintiffs Want Say on Ch. 11 Plan
EDISON MISSION: Discloses Confidential Info. on Restructuring
ELBIT IMAGING: Bank of Hapoalim Demands Payment of $58.1 Million
ENERGYSOLUTIONS INC: Deregisters Common Stock & 10.75% Sr. Notes

EUROTUNNEL GROUP: UK Antitrust Watchdog Blocks Ferry Plan
EXIDE TECHNOLOGIES: Files Voluntary Chapter 11 Petition
EXIDE TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
EXIDE TECHNOLOGIES: Reports Unaudited Prelim. Fiscal 2013 Results
FINJAN HOLDINGS: Stock Ticker Symbol Changed to "FNJN"

FIRST STREET: TMG, Northwood Ink $122MM Deal For Key Transbay Site
FLORIDA GAMING: King + Company Dismissed as Principal Accountant
FLORIDA GAMING: Extends Silvermark Purchase Deal Until June 28
GELTECH SOLUTIONS: M. Reger Held 41.9% Equity Stake at June 3
GELTECH SOLUTIONS: Amends 2.8 Million Shares Resale Prospectus

GMX RESOURCES: Creditors' Panel Can Retain Conway as Fin'l Advisor
GRANITE DELLS: Seeks Creditor's Legal Bills
GREIF INC: S&P Revises Outlook to Negative & Affirms 'BB+' CCR
GUITAR CENTER: Inks Second Amendment to JPMorgan Credit Agreement
GUITAR CENTER: Inks Second Amendment to JPMorgan Credit Pact

HAMPTON ROADS: Annual Shareholders' Meeting Set on June 26
HARRON COMMUNICATIONS: Moody's Rates New 1st Lien Debt 'Ba3'
HARVEST NATURAL: Reports $46-Mil. Net Income in First Quarter
HD SUPPLY: Files Form 10-Q, Incurs $131 Million Net Loss in Q1
HIGHWAY TECHNOLOGIES: Creditors Press for Ch. 7 Conversion

HIGHWAY TECHNOLOGIES: Seeks to Sell Off Branches for $5MM
IGPS CO: Wants Auction Within One Month of Chapter 11 Filing
IGPS COMPANY: Meeting to Form Committee Set for June 14
INTCOMEX INC: S&P Lowers CCR to 'CCC+'; Outlook Developing
IRON MOUNTAIN: Moody's Says IRS Investigation is Credit Negative

K-V PHARMACEUTICAL: Convertible Noteholders Win Auction
KAHN FAMILY: Can Hire Bill Quattlebaum, CPA as Accountant
KGR LLC: Case Summary & 8 Unsecured Creditors
LEHMAN BROTHERS: Settlement to Generate $2.3 Billion
LEHMAN BROTHERS: Brokerage Making Full-Payment Distribution

LEVEL 3 FINANCING: S&P Corrects Rating on $1.2BB Sr. Notes to CCC+
LIFE UNIVERSITY: Moody's Affirms 'Ba3' Rating on Revenue Bonds
LIGHTSQUARED INC: Harbinger Given Approval to Pay Fee for Loan
MERIDIAN SPORTS: Health Club Now Owned by Praesidian
MF GLOBAL: Unsecured Bonds Fell 20% Last Week

MILLER-HOLZWARTH INC: Optex Teams with Auction Cos. to Win Assets
MIRADA DEL LAGO: Court Values Sierra County Lot Asset at $1MM
MISTY WATERS: Case Summary & 3 Largest Unsecured Creditors
NE OPCO: National Envelope Files for Chapter 22
ORCHARD SUPPLY: May File for Chapter 11 This Week

PEREGRINE FINANCIAL: CFTC Sues U.S. Bank for Aiding Ponzi Scheme
PHOENIX DEVELOPMENT: Can Employ Harris & Liken as Counsel
PMI GROUP: Creditors to Recover About 26% to 29% from Plan
PWK TIMBERLAND: Submits Amended List of Top Unsecured Creditors
RITE AID: Moody's Assigns 'B3' Rating to New $500MM Sr. Term Loan

RITE AID: S&P Assigns 'B-' Rating to $500MM Second-Lien Term Loan
RUBLOFF MD87-936: Case Summary & 5 Largest Unsecured Creditors
SABAL PALM: Voluntary Chapter 11 Case Summary
SAN BERNARDINO, CA: Calpers Being Sent to Mediation
SAPPHIRE POWER: Moody's Rates New $380MM Secured Loans at B1/B2

SKILLED HEALTHCARE: Debt Amendments No Impact on Moody's 'B1' CFR
SKYE INTERNATIONAL: Court Denies Bid to Dismiss Officer Lawsuit
SONNEBORN HOLDINGS: S&P Revises Outlook to Stable & Affirms B CCR
SOTERA DEFENSE: S&P Lowers Corp. Credit Rating to 'CCC+'
STILLWATER MINING: S&P Raises Rating on Convertible Notes to 'B+'

STOCKTON PUBLIC: Fitch Keeps 'BB+' Rating on Watch Negative
SYNAGRO TECHNOLOGIES: Sec. 341 Creditors' Meeting Set for June 18
UNIFIED 2020: Hires Samir Patel as Accountant
UNITEK GLOBAL: Payment Default Prompts Moody's to Cut CFR to 'Ca'
UNITEK GLOBAL: S&P Lowers Corporate Credit Rating to 'D'

UNIVERSAL SETTLEMENTS: Injunction Dissolution in NVI Suit Affirmed
VAUGHAN COMPANY: N.M. Court Narrows Suit v. Ultima Homes, et al.
VERMEER FUNDING: Fitch Affirms 'C' Ratings on 2 Note Classes
VICTORIAN INN: Case Summary & 5 Unsecured Creditors
WYLDFIRE ENERGY: Trustee Can Employ Kelly Hart as Attorney

* One Judge Short for Firms to Use Antitrust Law vs. Creditors
* Nevada, Tenn. Bank Failures Bring Year's Total to 16

* Gardere Wynne Sewell Appoints Holland O'Neil as New Chair
* Hilco Launches Wholesale Inventory Disposition Business
* Scott Friedman Joins GCG as Assistant Director, Bankruptcy

* Companies With Insolvent Balance Sheet

                            *********

2066 MEDFORD: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 2066 Medford Showroom, LLC
        2066 Route 112
        Medford, NY 11763

Bankruptcy Case No.: 13-73006

Chapter 11 Petition Date: June 4, 2013

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

Judge: Alan S. Trust

Debtor's Counsel: Robert S. Arbeit, Esq.
                  PINKS ARBEIT BOYLE & NEMETH
                  140 Fell Court, Suite 303
                  Hauppauge, NY 11788
                  Tel: (631) 234-4400
                  Fax: (631) 234-4445
                  E-mail: robert@pinksarbeit.com

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

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

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Susan Kogel, managing member.


6600 BUILDING: Case Summary & 10 Unsecured Creditors
----------------------------------------------------
Debtor: 6600 Building, Inc.
        6600 South Dixie Highway
        West Palm Beach, FL 33405

Bankruptcy Case No.: 13-23301

Chapter 11 Petition Date: June 4, 2013

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

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Aaron A. Wernick, Esq.
                  FURR & COHEN
                  2255 Glades Road, #337W
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Fax: (561) 338-7532
                  E-mail: awernick@furrcohen.com

Scheduled Assets: $581,164

Scheduled Liabilities: $1,789,542

A copy of the Company?s list of its largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flsb13-23301.pdf

The petition was signed by Edward Cury, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Edward C. Cury                        12-36519            11/01/12


68 SANDY: Case Summary & 5 Unsecured Creditors
----------------------------------------------
Debtor: 68 Sandy Hollow Road Corp.
        196 Butler Avenue
        Staten Island, NY 10307

Bankruptcy Case No.: 13-43430

Chapter 11 Petition Date: June 4, 2013

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

Judge: Nancy Hershey Lord

Debtor's Counsel: Irwin Popkin, Esq.
                  445 Broad Hollow Road
                  Shirley, NY 11747
                  Tel: (631) 281-0030
                  E-mail: ipopkin@yahoo.com

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

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

A copy of the Company's list of its largest unsecured creditors is
available for free at http://bankrupt.com/misc/nyeb13-43430.pdf

The petition was signed by Richard Bivona, president.


A&C HEALTH: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: A&C Health Care Services, Inc.
          dba Camden Convalescent Hospital
          dba A&C Convalescent Hospital of Millbrae
        5615, Cottle Road
        San Jose, CA 95123

Bankruptcy Case No.: 13-53054

Chapter 11 Petition Date: June 3, 2013

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Stephen L. Johnson

Debtor's Counsel: Javed I. Ellahie, Esq.
                  ELLAHIE AND FAROOQUI LLP
                  12 S 1st St. #600
                  San Jose, CA 95113
                  Tel: (408) 294-0404
                  E-mail: Ellfarnotice@gmail.com

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

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

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

The petition was signed by Amparo B. Ragudo, vice-president.


ADVANCED LIVING: Can Hire Agnew & Foster as Litigation Counsel
--------------------------------------------------------------
Advanced Living Technologies, Inc. sought and obtained permission
from the U.S. Bankruptcy Court for the Western District of Texas
to employ Agnew & Foster PLLC as special litigation counsel.

Agnew Foster will provide assistance to the Debtor and the
Debtor's other professionals in connection with the advising and
representation of the Debtor in the appeal of a Federal Civil
Money Penalty received by the Manor Oaks Nursing Center in
relation to its Federal Survey.

The hourly rates of Agnew Foster's personnel are:

         Partners                            $260
         Administrative/Paraprofessional      $95-$180

Agnew Foster has represented the Debtor prior to the Petition
Date.

Agnew Foster is scheduled by the Debtor as holding an undisputed
general unsecured claim of $8,320.  In addition, Richard Agnew,
one of the partners in Agnew Foster, is also the sole director of
the Debtor.  Agnew has no interest adverse to the Debtor.

              About Advanced Living Technologies

Advanced Living Technologies, Inc., owner of six skilled nursing
facilities throughout Texas, filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 13-10313) on Feb. 20, 2013, with plans to sell
substantially the facilities as a going-concern in two months.

The Debtor previously sought Chapter 11 protection in January 2008
(Bankr. W.D. Tex. Case No. 08-50040) and exited bankruptcy in May
2008.

In the new Chapter 11 case, the Debtor has tapped Horhmann, Taube
& Summers, LLP, as counsel, CohnReznick LLP, as financial advisor,
and RBC Capital Markets, LLC, as investment banker.

As of the new Chapter 11 filing, the Debtor disclosed $12,095,711
in assets and $27,768,993 in liabilities as of the Chapter 11
filing.

U.S. Trustee for Region 7, Judy A. Robbins, appointed three
members to the Official Unsecured Creditors' Committee in 2013
case.  Greenberg Traurig, LLP represents the Committee.

The U.S. Trustee appointed Pamela Rose as patient care ombudsman
for the Debtor.

In May 2013, the Debtor won permission to sell its six not-for-
profit Texas nursing homes for $18 million to Southern TX SNF
Realty LLC.  The Court approved the sale on May 10.


ADVANCED LIVING: Can Hire LTC Consulting for Billing & Collection
-----------------------------------------------------------------
Advanced Living Technologies, Inc., sought and obtained permission
from the U.S. Bankruptcy Court for the Western District of Texas
to employ Dickman Weston Group, doing business as LTC Consulting
Associates, to perform billing and collection services.

Under the parties' compensation arrangement, the Debtor will pay
LTC a contingency fee for cash receipts per the following:

Phase 1 Contingency fee:

   a) 18 percent of cash receipts for accounts with dates of
      service 12/31/2012 and prior,

   b) 30 percent of the cash receipts for accounts with dates
      of services 3-31/2012 and prior; and

Phase 2 (after buildings are sold or control is changed)
Contingency Fee:

   a) 18 percent of cash receipts for accounts with date
      of service prior to change of control, and

   b) 30 percent of cash receipts for accounts with dates
      of service 3/31/2012 and prior.

LTC has agreed to a consulting fee of $85 per hour plus expenses,
only if authorized in writing by the Debtor.

To the best of the Debtor's knowledge, LTC has no interest adverse
to the Debtor.

              About Advanced Living Technologies

Advanced Living Technologies, Inc., owner of six skilled nursing
facilities throughout Texas, filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 13-10313) on Feb. 20, 2013, with plans to sell
substantially the facilities as a going-concern in two months.
s
The Debtor previously sought Chapter 11 protection in January 2008
(Bankr. W.D. Tex. Case No. 08-50040) and exited bankruptcy in May
2008.

In the new Chapter 11 case, the Debtor has tapped Horhmann, Taube
& Summers, LLP, as counsel, CohnReznick LLP, as financial advisor,
and RBC Capital Markets, LLC, as investment banker.

As of the new Chapter 11 filing, the Debtor disclosed $12,095,711
in assets and $27,768,993 in liabilities as of the Chapter 11
filing.

U.S. Trustee for Region 7, Judy A. Robbins, appointed three
members to the Official Unsecured Creditors' Committee in 2013
case.  Greenberg Traurig, LLP represents the Committee.

The U.S. Trustee appointed Pamela Rose as patient care ombudsman
for the Debtor.

In May 2013, the Debtor won permission to sell its six not-for-
profit Texas nursing homes for $18 million to Southern TX SNF
Realty LLC.  The Court approved the sale on May 10.


AFFIRMATIVE INSURANCE: Stockholders Elect Seven Directors
---------------------------------------------------------
Affirmative Insurance Holdings, Inc.'s annual meeting of
stockholders was held on June 5, 2013, at the Company's Addison,
Texas offices.  Each of Thomas C. Davis, Nimrod T. Frazer, Mory
Katz, Gary Y. Kusumi, David I. Schamis, Robert T. Williams and
Paul J. Zucconi was elected as a director, each to serve until the
Company's next annual meeting of stockholders and until his
successor is duly elected and qualified.  In addition: (i) the
appointment of KPMG LLP as the Company's independent registered
public accounting firm for 2013 by the Company's Audit Committee
was ratified by the Company's stockholders, and (ii) a "say-on-
pay" resolution approving the compensation of the Company's named
executive officers was approved on a non-binding, advisory basis.

On June 5, 2013, the Company's Board of Directors elected Thomas
C. Davis to succeed Gary Y. Kusumi as the Company's Chairman of
the Board, effective immediately.  Mr. Davis has been a director
since the Company's initial public offering in July 2004, and he
serves as a member of the Company's Audit, Compensation and
Investment Committees.

                    About Affirmative Insurance

Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a
distributor and producer of non-standard personal automobile
insurance policies for individual consumers in targeted geographic
markets.  Non-standard personal automobile insurance policies
provide coverage to drivers who find it difficult to obtain
insurance from standard automobile insurance companies due to
their lack of prior insurance, age, driving record, limited
financial resources or other factors.  Non-standard personal
automobile insurance policies generally require higher premiums
than standard automobile insurance policies for comparable
coverage.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $43.6 million on $154.4 million of total revenues,
compared with a net loss of $17.4 million on $197.1 million of
revenues for the same period of 2012.  The Company's balance sheet
at March 31, 2013, showed $392.86 million in total assets, $532.41
million in total liabilities and a $139.55 million total
stockholders' deficit.


AFFYMAX INC: To Terminate Supply Agreement with Bachem
------------------------------------------------------
Affymax, Inc., has agreed to terminate a Development and Supply
Agreement with Bachem Americas, Inc. dated as of Dec. 21, 2007.
In consideration for the settlement of all outstanding payment and
invoice amounts under the Bachem Agreement, the Company agreed to
a payment of $5,000,000, as well as a contingent payment in the
amount of $1,000,000 payable to Bachem upon the Company's receipt
of a first sale milestone payment from Takeda Pharmaceutical
Company Limited, the Company's licensee, if OMONTYS(R) is sold in
the market in the future.

                    Stock Delisted From Nasdaq

The Company's common stock was suspended from trading on the
Nasdaq Global Select Market on June 6, 2013, and the Company was
delisted from Nasdaq Stock Market LLC.

On May 28, 2013, the Company received a determination letter from
the Nasdaq Stock Market LLC indicating Nasdaq's belief that the
Company should be delisted from Nasdaq, and that absent an appeal,
trading in the Company's common stock would be suspended at the
opening of business on June 6, 2013, and a Form 25-NSE would be
filed with the Securities and Exchange Commission to remove the
Company's securities from listing and registration on Nasdaq.  The
Company did not appeal the determination in Nasdaq's Determination
Letter.

The Company was advised that, effective June 6, 2013, its common
stock was immediately eligible for quotation on the OTCQB, an
electronic quotation service operated by OTC Markets Group Inc.
for eligible securities traded over-the-counter.  The Company
expects that its common stock will also trade on the OTC Bulletin
Board.  The Company's common stock will continue to trade under
the symbol AFFY.

                   Appoints New CEO & President

On June 4 and June 5, 2013, Ted W. Love, M.D., Kathleen LaPorte
and Keith R. Leonard, Jr., notified the Company of their
resignation as directors of the Company.  Also, on June 6, 2013,
Daniel K. Spiegelman notified the Company of his resignation as
director of the Company effective upon the Company's filing of its
quarterly report on Form 10-Q for the quarter ended June 30, 2013.
Each of the Resigning Directors' decision to resign was not a
result of any disagreement or dispute with the Company or its
management.  Additionally, on June 6, 2013, Richard M. Brenner was
appointed as a director of the Company, effective immediately.

Effective June 6, 2013, Herb Cross was terminated as Chief
Financial Officer and an employee of the Company, and the Company
entered into a consulting agreement with Mr. Cross to provide for
"as needed" transitional support to The Brenner Group in
connection with the continuing restructuring efforts of the
Company being implemented by TBG, an experienced restructuring
firm retained by the Company to provide restructuring support and
related management services.  Mr. Cross' consulting agreement
provides for an hourly rate based upon Mr. Cross' current
compensation rate and does not include any minimum commitment on
the part of the Company or Mr. Cross.  In connection with Mr.
Cross' termination of employment, he also entered into an
amendment to his employment agreement to provide for an express
release and waiver of claims arising under certain federal and
state laws.

Effective June 6, 2013, the Company appointed Richard M. Brenner
of TBG so serve as Chief Executive Officer, Weston Rose of TBG to
serve as President and Mark Thompson of TBG to serve as Chief
Financial Officer of the Company during the continuing
restructuring of the Company.

Mr. Brenner is the Chief Executive Officer of TBG, J. Weston Rose
is a Senior Vice President of TBG and Mark Thompson is an employee
of TBG.  Effective April 19, 2013, the Company entered into a
Consulting Engagement Agreement with TBG to provide the Company
with restructuring support and related management services.  As
compensation for services rendered by TBG, the TBG Agreement
provides that the Company must pay TBG hourly rates for the
services of TBG employees ranging from $110 - $595 per hour, plus
reimbursement for certain expenses incurred by TBG.  The TBG
Agreement provides for a retainer payable to TBG in the amount of
$50,000, and that the retainer will be replenished whenever the
retainer balance is $15,000 or less.  None of Messrs. Brenner,
Rose or Thompson has any family relationships with any director or
executive officer of the Company.

Mr. Brenner, age 64, founded TBG in 1987.  Mr. Brenner has more
than 35 years of experience both as a board member and member of
management.  He has worked in general and financial management,
and has assisted many emerging companies in the roles of
President, General Manager, Vice President and Chief Financial
Officer.  Mr. Brenner has held executive level positions at
Formaster Corporation (now TRACE Products), Corvus Systems Inc.,
US Leasing International Inc., ITEL Corporation, National
BankAmericard (now VISA) and Autographic Business Forms Inc.  He
also served as venture capital consultant to Hillman Ventures.
Mr. Brenner is a founder, Director Emeritus of the Board of
Directors, and former Chairman of the Audit Committee of Bridge
Bank Capital Holdings (NASDAQ:BBNK).  Mr. Brenner also serves or
has served as a member of the board of directors of several non-
profits.

Mr. Rose, age 63, joined TBG in 2008 and manages the firm's
Finance and Accounting Group as well as corporate marketing.  Mr.
Rose has more than 20 years of general management and operational
experience in venture capital backed technology companies, having
served as CEO or COO with five early stage companies.

Mr. Thompson, age 52, joined TBG in April of 2011.  Prior to
joining TBG, Mr. Thompson spent 18 years in various senior
technology finance roles including CFO at Venrock, Spark Networks,
Pay By Touch, Vectiv and MarketTools.  Additionally, Mr. Thompson
held senior financial positions at PeopleSoft, Chiron and Chevron.

                       Annual Meeting Results

On June 6, 2013, the Company held its Annual Meeting of
Stockholders at 4009 Miranda Avenue, Palo Alto, CA 94304.  The
stockholders elected Kathleen LaPorte, Keith R. Leonard, Jr., and
Christine van Heek as Class I directors for a three-year period
expiring in 2016 and until his or her successor is elected and has
qualified, or, if sooner, until his or her death, resignation or
removal.  The stockholders voted to ratify the selection of Ernst
& Young LLP as the Company's independent registered public
accounting firm for the fiscal year ending Dec. 31, 2013.  The
stockholders approved, on an advisory basis, the compensation of
the Company's named executive officers.

                            About Affymax

Affymax, Inc. (Nasdaq: AFFY) is a biopharmaceutical company based
in Palo Alto, California.  In March 2012, the U.S. Food and Drug
Administration approved the Company's first and only product,
OMONTYS(R) (peginesatide) Injection for the treatment of anemia
due to chronic kidney disease in adult patients on dialysis.
OMONTYS is a synthetic, peptide-based erythropoiesis stimulating
agent, or ESA, designed to stimulate production of red blood cells
and has been the only once-monthly ESA available to the adult
dialysis patient population in the U.S.  The Company co-
commercialized OMONTYS with its collaboration partner, Takeda
Pharmaceutical Company Limited, or Takeda during 2012 until
February 2013, when the Company and Takeda announced a nationwide
voluntary recall of OMONTYS as a result of safety concerns.

The Company's balance sheet at March 31, 2013, showed
$66.7 million in total assets, $81.5 million in total liabilities,
and a stockholders' deficit of $14.8 million.


AHERN RENTALS: S&P Assigns Preliminary 'B' CCR; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
preliminary corporate credit rating to Las Vegas-based Ahern
Rentals Inc. The outlook is stable.

At the same time, S&P assigned a 'B' preliminary issue rating and
a preliminary '4' recovery rating to the company's proposed
second-lien secured debt.  The '4' preliminary recovery rating
indicates S&P's expectation of average (30%-50%) recovery in a
default scenario.

S&P expects to assign the reorganized company our 'B' corporate
credit rating with a stable outlook upon its emergence from
bankruptcy protection.  The company has indicated that it expects
to emerge from bankruptcy by the end of June 2013.

The preliminary issue ratings and expected 'B' corporate credit
rating are subject to Ahern's timely emergence from bankruptcy and
consummation of its plan of reorganization in in with S&P's
expectations, including its proposed exit financing.

The rating reflects Ahern's announcement that the U.S. Bankruptcy
Court for the District of Nevada confirmed the company's plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code.

Standard & Poor's ratings on Ahern reflect S&P's assessment of the
company's "weak" business risk profile and "highly leveraged"
financial risk profile.

"Our assessment of the company's weak business risk profile
reflects its position as a relatively small operator in the highly
fragmented and competitive equipment rental industry," said
Standard & Poor's credit analyst Carol Hom.  The business is
highly capital intensive, and Ahern is relatively limited in terms
of product diversity.  S&P's base-case growth assumptions include:

   -- Mid-single-digit growth in Ahern's top line in 2013 as the
      company benefits from good demand in the nonresidential
      construction end market;

   -- EBITDA margin improvement to the low- to mid-30% area due to
      recovery in rental rates and increased capacity utilization;
      and

   -- Capital expenditures of roughly $65 million.

Ahern is a privately owned and operated equipment rental company
that started in 1953 with one location in Las Vegas.  It has
expanded from its base mainly in the Southwest, where it maintains
good market share, to both the East and West coasts and now has
roughly 75 strategically placed locations across 22 states.  CEO
Don F. Ahern primarily owns the corporation, which is structured
as a Chapter S Corporation, and the ratings reflect the risks of
this type of structure.  Ahern focuses on high-reach equipment
that is used in commercial and construction-related end markets.
The Las Vegas area now accounts for about 15% of revenues,
following redeployment of its rental fleet to establish a somewhat
more national presence.  High exposure to that market in the last
downturn did hurt financial performance.  S&P views the company's
management and governance profile as "fair."

The stable outlook reflects the current favorable business
conditions in the equipment rental industry.  S&P's current
expectations for the rating include FFO to total debt of about 15%
to 20% for the next several quarters.

S&P could lower the rating if the company's operating performance
falls short of this range, and especially if Ahern fails to
generate free cash flow.  S&P could consider raising the rating if
the company appears likely to achieve and maintain improved credit
measures.  For instance, S&P could raise the ratings if it
believes the company will maintain FFO to debt of more than 20%.
(This target level is higher than S&P's typical benchmarks would
suggest because it takes into account the lack of comparability of
Ahern's business to other corporates.)

Standard & Poor's has provided the foregoing independent credit
opinions based on the information that has been provided.  In
offering such opinions, Standard & Poor's is independent from the
engaging company and any parties to the bankruptcy proceeding.
S&P do not advise, advocate, or support any particular plan of
reorganization and a rating opinion does not indicate whether the
plan is fair, reasonable, appropriate, or likely to be confirmed
as the basis for the company's emergence from bankruptcy.  The
issue and corporate credit ratings Standard & Poor's provides to
companies before exiting bankruptcy are preliminary, and
subsequent developments or changes to the plan or information that
S&P considered in its analysis could result in final conclusions
that differ from the preliminary ratings.  Rating opinions that
Standard & Poor's provides to a company in bankruptcy are assumed
to be used in accordance with all applicable laws.


ALLIED IRISH: Acting CFO Paul Stanley Quits
-------------------------------------------
Paul Stanley, acting chief financial officer, has informed the
Bank that he is to leave AIB to pursue other opportunities with
effect from August 2013.

Mr. Stanley joined AIB in 1980 and was appointed Acting Chief
Financial Officer in May 2011.  AIB CEO David Duffy said: "I would
like to thank Paul for his commitment to AIB over many years and
for the valuable role he played as Acting Chief Financial Officer
in helping to stabilise the bank in such a challenging period in
the company's history."

AIB has commenced a process of identifying a permanent Chief
Financial Officer and expects this process to conclude in the
short term subject to relevant regulatory approvals.

                       About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.

Allied Irish's consolidated statement of financial position for
the year ended Dec. 31, 2011, showed EUR136.65 billion in total
assets, EUR122.18 billion in total liabilities and EUR14.46
billion in shareholders' equity.

Allied Irish's balance sheet at June 30, 2012, showed EUR129.85
billion in total assets, EUR116.59 billion in total liabilities
and EUR13.26 billion in total shareholders' equity.


ALLIED SYSTEMS: Seeks Plan Filing Exclusivity Until Sept. 4
-----------------------------------------------------------
Allied Systems Holdings, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to further extend the period
within which they have exclusive right to file a plan until Sept.
4, 2013, and the period within which they have exclusive right to
solicit acceptances of that plan until Nov. 4, 2013.

The Debtors say they need the additional time to continue the
negotiations, including a mediation, with parties-in-interest who
objected the Debtors' plan to implement an exit strategy by
selling substantially all of their assets pursuant to a sale under
Section 363 of the Bankruptcy Code.  The Debtors will continue to
confer with their major constituencies to ascertain whether common
ground can be reached in this regard.

A hearing on the motion will be held on July 8, 2013 at 11:00 a.m.
(EDT).  Objections are due July 1.

Mark D. Collins, Esq., Christopher M. Samis, Esq., and Marisa A.
Terranova, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, and Jeffrey W. Kelley, Esq., Ezra H. Cohen,
Esq., Carolyn P. Richter, Esq., Matthew R. Brooks, Esq., and
Benjamin R. Carlsen, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, represent the Debtors.

                       About Allied Systems

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

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

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

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

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

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

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

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

Yucaipa Cos. has 55 percent of the senior debt and took the
position it had the right to control actions the indenture trustee
would take on behalf of debt holders.  The state court ruled in
March 2013 that the loan documents didn't allow Yucaipa to vote.

In March, the bankruptcy court also gave the official creditors'
committee authority to sue Yucaipa. The suit includes claims that
the debt held by Yucaipa should be treated as equity or
subordinated so everyone else is paid before the Los Angelesbased
owner. The judge is allowing Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


AM GENERAL: Weak Liquidity Cues Moody's to Lower CFR to 'Caa2'
--------------------------------------------------------------
Moody's Investors Service lowered the ratings of AM General, LLC.
The Corporate Family Rating has been lowered to Caa2 from B3 and
the rating outlook is Negative. The downgrades stem from a weak
liquidity profile.

Ratings Downgraded:

Corporate Family, to Caa2 from B3

Probability of Default, to Caa2-PD from B3-PD

$20 million first lien revolver due 2017, to Caa1, LGD3, 32% from
B2, LGD3, 33%

$330 million first lien term loan due 2018, to Caa1, LGD3, 32%
from B2, LGD3, 33%

Rating Outlook, to Negative from Stable

Ratings Rationale:

The Corporate Family Rating downgrade to Caa2 reflects that HUMVEE
tactical vehicle orders have not developed for AM General thus far
through 2013. When the ratings were assigned in February 2013, a
substantial vehicle order was expected to have been signed with
production by now underway.

The company's high borrowing costs and significant near-term
scheduled debt amortizations make the lack of production and
attendant revenue decrease a financial challenge. The CFR does
nonetheless recognize several large proposals under discussion
with foreign buyers, any one of which could establish backlog,
though could also create working capital pressure.

Beyond high default potential, the Negative rating outlook further
acknowledges that financial maintenance covenants (including
maximum debt to EBITDA) will soon become hard to meet and could be
breached.

Ratings would be downgraded if the potential for default were to,
in Moody's view, become more certain than not. Ratings could be
upgraded or the rating outlook stabilized if backlog were to rise
and the liquidity profile were to become adequate, depending on
the degree of gain.

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

AM General LLC, headquartered in South Bend, IN, designs,
engineers, manufactures, supplies and supports specialized
vehicles for commercial and military customers. Revenues over the
12 months ended March 31, 2013 were $1.5 billion. The company is
majority-owned by entities of MacAndrews & Forbes Holdings, Inc.


AMERICA WEST: Gets Final Court OK on Extended DIP Financing
-----------------------------------------------------------
The Honorable Bruce A. Markell approved, on a final basis, America
West Resources, Inc., et al.'s stipulation with Denly Utah Coal
LLC for an extended use of cash collateral and postpetition
financing.

The Debtors previously got court permission to access cash
collateral and obtain postpetition financing through mid-April.

Under Judge Markell's recent order, Denly is authorized to further
advance and the Debtors are authorized to borrow up to the amounts
provided in a revised budget related to the DIP Financing.

The Debtors related that as of May 8, 2013, they need additional
DIP funding of up to $300,000 from Denly to continue operations to
enable extraction and staging of the equipment to sell in place
and final wrap-up of operations, as well as additional anticipated
professional fees.  They foresee need for the additional financing
through July 6.

The funds allocated in the revised budget for professional fees
will be loaned to the Debtors upon the consummation of a sale of
any of the Debtors' machinery, equipment, and/or contracts, the
Court clarified.

Subject to a "Carve-Out Amount", the loan proceeds will have
priority over any or all administrative expenses of the kind
specified in 11 U.S.C. Sec. 503(b) or 507(b), and will be secured
by a senior secured line on all property of the Debtors' estates.

Steven D. Usdin, Esq., William J. Burnett, Esq., and Eric J. Van,
Esq., of Flaster/Greenberg P.C., in Philadelphia PA, for the
Debtors.

Sally B. Armstrong, Esq. Of Downey Brand, LLP, for Denly Utah.

                       About America West

Based in Salt Lake City, Utah, America West Resources Inc. is a
domestic coal producer engaged in the mining of clean and
compliant (low-sulfur) coal.  The majority of the Company's coal
is sold to utility companies for use in the generation of
electricity.

America West Resources and three affiliates sought Chapter 11
protection (Bankr. D. Nev. Case Nos. 13-50201 to 13-50204) on
Feb. 1, 2013, in Reno, Nevada. Nevada Bankruptcy Judge Bruce A.
Markell on Feb. 5, 2013, entered an order transferring the
bankruptcy case from Reno to Las Vegas.

America West disclosed assets of $18.3 million and liabilities of
$35.5 million as of Dec. 31, 2012.

America West has tapped the law firm of Flaster/Greenberg P.C. as
reorganization counsel; the Law Office of Illyssa I. Fogel as
local counsel; and consulting firm CFCC Partners, LLC, as
financial advisor.


AMERICA WEST: Court Enters Amended Sale Order to Clarify Items
--------------------------------------------------------------
Judge Bruce A. Markell entered an amended order approving the sale
of substantially all of America West Resources, Inc., et al.'s
assets "as is, where is" to Castle Valley Mining, LLC for $1.25
million.

The judge's May 24, 2013 order amends and replaces the original
sale order for the sole purpose of making various changes agreed
to on the record at a May 10, 2013 enforcement hearing.

The Enforcement Hearing was set to consider a Motion to Enforce
the Asset Sale filed by Castle Valley, the successful bidder for
the assets, after a dispute arose among certain parties concerning
the sale after the Sale Hearing.

Judge Markell clarified that the provisions of the Amended Sale
Order authorizing the sale and transfer of the Debtors' assets
free and clear of all encumbrances and interests shall be self-
executing.  All liens, claims or encumbrances will be deemed
released and discharged on the closing of the Transaction, the
Court added.

Matthew C. Zircow, Esq. -- mzirzow@gordonsilver.com -- and Brigid
M. Higgins, Esq. -- bhiggins@gordonsilver.com -- of GORDON SILVER,
in Las Vegas, Nevada; and George B. Hoffman, Esq. --
gbh@pkhlaywers.com -- of PARSONS KINGHORN HARRIS, in Salt Lake
City, Utah, represent Castle Valley Mining, LLC.

Ambrish S. Sidhu, Esq. -- ssidhu@sidhulawfirm.com ? of SIDHU LAW
FIRM, LLC, in Las Vegas, Nevada; and Steven D. Usdin, Esq., --
steven.usdin@flastergreenberg.com -- William J. Burnett, Esq. --
william.burnet@flastergreenberg.com -- and Eric J. Van, Esq. --
eric.van@flastergreenberg.com -- of FLASTER/GREENBERG P.C., in
Philadelphia PA, for the Debtors.

                        About America West

Based in Salt Lake City, Utah, America West Resources Inc. is a
domestic coal producer engaged in the mining of clean and
compliant (low-sulfur) coal.  The majority of the Company's coal
is sold to utility companies for use in the generation of
electricity.

America West Resources and three affiliates sought Chapter 11
protection (Bankr. D. Nev. Case Nos. 13-50201 to 13-50204) on
Feb. 1, 2013, in Reno, Nevada. Nevada Bankruptcy Judge Bruce A.
Markell on Feb. 5, 2013, entered an order transferring the
bankruptcy case from Reno to Las Vegas.

America West disclosed assets of $18.3 million and liabilities of
$35.5 million as of Dec. 31, 2012.

America West has tapped the law firm of Flaster/Greenberg P.C. as
reorganization counsel; the Law Office of Illyssa I. Fogel as
local counsel; and consulting firm CFCC Partners, LLC, as
financial advisor.


AMERICAN AIRLINES: Announces Post-Merger Board of Directors
-----------------------------------------------------------
AMR Corporation, the parent company of American Airlines, Inc.,
and US Airways Group, Inc. on June 10 announced the members of the
Board of Directors of the combined company, American Airlines
Group Inc., effective after the closing of the companies' expected
merger.

As previously announced, the Board of Directors will be comprised
of twelve members.  Thomas Horton, chairman, president and chief
executive officer of AMR will serve as Chairman of the combined
airline's Board of Directors through its first annual meeting of
shareholders.  Doug Parker, chairman and CEO of US Airways Group,
will serve as Chief Executive Officer and a member of the Board of
Directors.  Mr. Parker will assume the position of Chairman of the
Board following the conclusion of Mr. Horton's service.

In addition to Messrs. Horton and Parker, the Board will be
comprised of the following individuals, who the companies believe
have the experience, breadth and perspective to guide the new
American Airlines to create value for all of the company's
stakeholders:

-- John T. Cahill, Lead Independent Director

-- James F. Albaugh

-- Jeffrey D. Benjamin

-- Michael J. Embler

-- Matthew J. Hart

-- Alberto Ibarguen

-- Richard C. Kraemer

-- Denise M. O'Leary

-- Ray M. Robinson

-- Richard P. Schifter

As previously announced, AMR and US Airways agreed to combine to
create the new American Airlines, a premier global carrier.
Headquartered in Dallas-Fort Worth, the new American Airlines will
become a highly competitive alternative for consumers to other
global carriers and is expected to offer more than 6,700 daily
flights to 336 destinations in 56 countries.  The combined airline
will offer customers more choices and increased service across a
larger worldwide network and through an enhanced oneworld(R)
Alliance.  Together, American Airlines and US Airways are expected
to operate a mainline fleet of almost 950 aircraft and employ more
than 100,000 team members worldwide.  The merger is subject to
regulatory approvals, approval by US Airways shareholders, other
customary closing conditions and confirmation of American
Airlines' Plan of Reorganization by the U.S. Bankruptcy Court for
the Southern District of New York.

                       About the Directors

Thomas W. Horton (Age 52). Mr. Horton has served as a director of
AMR Corporation and American since 2011.  Mr. Horton was named
Chairman and Chief Executive Officer of AMR and American in
November 2011, and also continues to serve as President of AMR and
American.  Previously, Mr. Horton served as Executive Vice
President--Finance and Planning and Chief Financial Officer of AMR
and American starting in March 2006 upon returning to American
from AT&T.  He was named President in July 2010.  At AT&T, he
served as Vice Chairman and Chief Financial Officer.  Mr. Horton
initially joined American in 1985 and held a range of senior
financial positions with American.  From 1998 to 2000, he was Vice
President responsible for the airline's international business,
based in London.  In January 2000, Mr. Horton became Senior Vice
President and Chief Financial Officer of AMR. Mr. Horton serves on
the board of directors of Qualcomm Incorporated.

W. Douglas Parker (Age 51). Mr. Parker has served as Chairman of
the Board and Chief Executive Officer of US Airways Group and US
Airways since 2005.  Mr. Parker also served as President of US
Airways Group and US Airways from 2005 to 2006.  Mr. Parker served
as Chairman of the Board and Chief Executive Officer of America
West Holdings Corporation (America West) and America West
Airlines, Inc. (AWA) from 2001 to 2007 and served as a director of
America West and AWA from 1999 to 2007.  Mr. Parker joined AWA as
Senior Vice President and Chief Financial Officer in 1995. He was
elected President of AWA in 2000 and Chief Operating Officer of
AWA in 2000.  Mr. Parker served on the board of directors of
Pinnacle West Capital Corporation from 2007 until February 2012.

John T. Cahill (Age 56). Mr. Cahill has served as the Executive
Chairman of Kraft Foods Group, Inc., a food and beverage company,
since October 2012.  He joined Kraft Foods, Inc., the former
parent of Kraft Foods Group, in January 2012 as Executive
Chairman, North American Grocery, and served in that capacity
until October 2012.  Prior thereto, he served as an industrial
partner at Ripplewood Holdings LLC, a private equity firm, from
2008 to 2011.  Mr. Cahill spent nine years with The Pepsi Bottling
Group, Inc., a beverage manufacturing company, most recently as
Chairman and Chief Executive Officer from 2003 to 2006 and
Executive Chairman until 2007.  Mr. Cahill previously spent nine
years with PepsiCo, Inc., a food and beverage company, in a
variety of leadership positions.  Mr. Cahill currently serves as a
member of the board of directors of Colgate-Palmolive Company, a
consumer products company, and as a director of Legg Mason, Inc.,
an investment management firm.  Mr. Cahill has also served on the
board of directors of Frontier Holdings, Inc., the parent of
Frontier Airlines.

James F. Albaugh (Age 63). Mr. Albaugh has been a senior advisor
to The Blackstone Group L.P. since December 2012.  Prior thereto,
he was President and Chief Executive Officer of The Boeing
Company's Commercial Airplanes business unit from September 2009
through June 2012.  Prior to that position, Mr. Albaugh was
President and Chief Executive Officer of Boeing's Integrated
Defense Systems business unit from July 2002 to September 2009.
Prior to that time, Mr. Albaugh, who joined Boeing in 1975, held
various executive positions, including President and Chief
Executive of Space and Communications and President of Space
Transportation.  Mr. Albaugh was a member of Boeing's Executive
Council from 1998 through 2012.  Mr. Albaugh is a member of the
board of directors of TRW Automotive Holdings Corp.  He is also
President Elect of the American Institute of Aeronautics and
Astronautics; a fellow of the Royal Aeronautical Society; an
elected member of the International Academy of Aeronautics and the
National Academy of Engineering; a member of the Board of
Governors of the Wings Club; a member of the board of trustees of
Willamette University and a member of the board of visitors of
Columbia Engineering School.

Jeffrey D. Benjamin (Age 51). Mr. Benjamin has been a senior
advisor to Cyrus Capital Partners, L.P., a registered investment
adviser, since June 2008 and serves as a consultant to Apollo
Global Management, LLC, a private investment fund.  He was a
senior advisor to Apollo Global Management, LLC from 2002 to 2008.
Mr. Benjamin serves on the boards of directors of Caesars
Entertainment Corp., Exco Resources, Inc., and Chemtura
Corporation.  He is also Chairman of the board of directors of
Spectrum Group International, Inc. He previously served on the
boards of directors of Virgin Media Inc., Goodman Global Holdings,
Inc., Dade Behring Holdings, Inc., Chiquita Brands International,
Inc., McLeodUSA LLC and Mandalay Resort Group, among others.

Michael J. Embler (Age 49). Mr. Embler served as the Chief
Investment Officer of Franklin Mutual Advisers LLC, an asset
management subsidiary of Franklin Resources, Inc., from 2005 to
2009.  Mr. Embler joined Franklin Mutual Advisers in 2001 and,
prior to becoming Chief Investment Officer in 2005, served as head
of its Distressed Investment Group.  From 1992 until 2001, he
worked at Nomura Holdings America in positions of increasing
responsibility culminating in the position of Managing Director
co-heading Nomura's Proprietary Distressed Debt/Special Situations
Group.  Mr. Embler currently serves on the boards of directors of
CIT Group Inc. and NMI Holdings, Inc.  He also serves on the board
of trustees of The Corlears School, a non-profit institution.
Mr. Embler has also served on the boards of directors of Abovenet
Inc., Kindred Healthcare Inc. and Dynegy Inc.

Matthew J. Hart (Age 61). Mr. Hart was President and Chief
Operating Officer of Hilton Hotels Corporation, a hotel developer
and operator, from 2004 until the acquisition of Hilton by the
Blackstone Group in 2007.  He served as Executive Vice President
and Chief Financial Officer of Hilton from 1996 to 2004. Before
joining Hilton in 1996, Mr. Hart was Senior Vice President and
Treasurer of The Walt Disney Company from 1995 to 1996, and was
Executive Vice President and Chief Financial Officer for Host
Marriott Corp. from 1993 to 1995.  He serves on the boards of
directors of Great American Group, Inc. and Air Lease Corporation
and is a member of the board of directors of Heal the Bay, a non-
profit organization.  Mr. Hart served on the boards of directors
of America West and AWA from 2004 to 2005, and was elected to the
boards of US Airways Group and US Airways in 2006.

Alberto Ibarguen (Age 69). Mr. Ibarguen has served as a director
of AMR Corporation and American since 2008.  Mr. Ibarguen has
served as President and Chief Executive Officer of the John S. and
James L. Knight Foundation since July 2005.  In this role, he has
led the foundation's support of journalism and civic advancement
in 26 U.S. communities.  Previously, Mr. Ibarguen served as
Chairman of Miami Herald Publishing Co. from 1998 to 2005, a
Knight Ridder subsidiary, and as publisher of The Miami Herald and
of El Nuevo Herald.  He is a director of PepsiCo, Inc., AOL Inc.,
and the World Wide Web Foundation (based in Switzerland).  He
previously served as a director of NCL Corporation Ltd. and on the
advisory committee of the Public Company Accounting Oversight
Board.  He is also a former Chairman of the Board of the Public
Broadcasting Service and the Newseum in Washington, D.C.

Richard C. Kraemer (Age 69). Mr. Kraemer is President of Chartwell
Capital, Inc., a private investment company.  Mr. Kraemer served
as a director of America West and AWA from 1992 to 2007.  He
became a member of the boards of US Airways Group and US Airways
in 2005.  Mr. Kraemer was employed from 1975 until 1996 by U.D.C.
Homes, a national homebuilder, in various management positions
including President, Chief Operating Officer and Chief Executive
Officer.  Mr. Kraemer also serves as a member of the board of
directors of Knight Transportation, Inc.

Denise M. O'Leary (Age 55). Ms. O'Leary has been a private
investor in early stage companies since 1996.  From 1983 until
1996, she was employed at Menlo Ventures, a venture capital firm,
first as an associate and then as a general partner.  She serves
as a director of Medtronic, Inc. and Calpine Corporation.
Additionally, she serves on the boards of directors of the
Corporation for Supportive Housing and the Denver Foundation and
is a member of the boards of trustees of the Bonfils-Stanton
Foundation and the University of Denver.  Ms. O'Leary served as a
director of America West and AWA from 1998 to 2007 and became a
member of the boards of US Airways Group and US Airways in 2005.

Ray M. Robinson (Age 65). Mr. Robinson has served as a director of
AMR Corporation and American since 2005.  Mr. Robinson started his
career at AT&T in 1968, and prior to his retirement in 2003, he
held several executive positions, including President of the
Southern Region, its largest region, President and Chief Executive
Officer of AT&T Tridom, Vice President of Operations for AT&T
Business Customer Care, Senior Vice President of AT&T Outbound
Services, and Vice President of AT&T Public Relations.  Since
2003, Mr. Robinson has served as Chairman of Citizens Trust Bank
of Atlanta, Georgia, the largest African American-owned bank in
the Southeastern U.S. and the nation's second largest.  Mr.
Robinson is also a director of Aaron's, Inc., Acuity Brands, Inc.,
and Avnet, Inc., and he previously served as a director of
ChoicePoint Inc.

Richard P. Schifter (Age 60). Mr. Schifter has been a partner at
TPG Capital (formerly Texas Pacific Group) since 1994.  Prior to
joining TPG, Mr. Schifter was a partner at the law firm of Arnold
& Porter in Washington, D.C., where he specialized in bankruptcy
law and corporate restructuring and represented Air Partners in
connection with the acquisition of Continental Airlines in 1993.
Mr. Schifter joined Arnold & Porter in 1979 and was a partner from
1986 through 1994.  Mr. Schifter is a member of the boards of
directors of Republic Airways Holdings Inc., EverBank Financial
Corp., American Beacon Advisors, Inc., Direct General Corporation
and ProSight Specialty Insurance Holdings, Inc.  Mr. Schifter has
advised the new American Airlines that he will resign from the
board of directors of Republic Airways Holdings Inc. prior to
becoming a director of the new American Airlines.  Mr. Schifter
has also served on the boards of directors of Ryanair Holdings,
PLC, America West Holdings, US Airways Group and Midwest Airlines,
Inc.  Mr. Schifter is also a member of the board of overseers of
the University of Pennsylvania Law School and a member of the
board of directors of Youth, I.N.C. (Improving Non-Profits for
Children).

               About the Director Selection Process

The selection process for the Board of Directors of the new
American Airlines was established pursuant to the Merger
Agreement.  In addition to the continuing directors selected by
each of the two companies, an eight-member search committee
designated by representatives of the Creditors' Committee and the
Ad Hoc Committee of AMR Creditors, among other things, selected
five new directors (including the new lead independent director).
The firm Heidrick & Struggles was retained to assist with the
process.  The decisions of the search committee were approved on a
consensual basis by all eight search committee members.

                         About US Airways

Along with US Airways Shuttle and US Airways Express, US Airways
-- http://www.usairways.com-- operates more than 3,100 flights
per day and serves 198 communities in the U.S., Canada, Mexico,
Europe, the Middle East, the Caribbean, Central and South America.
The airline employs more than 32,000 aviation professionals
worldwide, operates the world's largest fleet of Airbus aircraft
and is a member of the Star Alliance network, which offers its
customers more than 21,900 daily flights to 1,329 airports in 194
countries.

                     About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Announces Sr. Leadership Team of Merged Airline
------------------------------------------------------------------
AMR Corporation, the parent company of American Airlines, Inc.,
and US Airways Group, Inc. on June 10 announced the senior
leadership team responsible for guiding the new American Airlines
after the closing of the companies' expected merger.

"This announcement is another important step forward in creating
the new American Airlines and opening a new chapter for its more
than 100,000 team members," said Doug Parker, chairman and CEO of
US Airways.  "We are combining the strengths of legacy American
and US Airways and creating a collaborative industry-leading
leadership team."

As previously announced, Tom Horton, 52, will serve as Chairman of
the Board of the new American Airlines.  Doug Parker, 51, will
serve as Chief Executive Officer and a member of the Board of
Directors.  The senior leadership team announced on June 10
includes:

-- Scott Kirby, 45, President: responsibilities include planning,
marketing, sales, alliances, pricing/yield management and
operations

-- Elise Eberwein, 48, Executive Vice President, People and
Communications: responsible for human resources, media relations,
internal communications, social media and public affairs

-- Beverly Goulet, 58, Chief Integration Officer: will lead the
complex integration process of merging American Airlines and US
Airways into one airline

-- Robert Isom, 49, Chief Operating Officer and Chief Executive
Officer of US Airways, Inc. post-close: responsible for all
aspects of airline operations, including customer service, flight
operations, maintenance, regional carrier management, cargo,
safety and security

-- Stephen Johnson, 56, Executive Vice President, Corporate
Affairs: responsibilities include corporate and legal affairs,
government and regulatory affairs, labor relations, and real
estate

-- Derek Kerr, 48, Chief Financial Officer: responsible for
oversight of all financial areas, including financial planning and
analysis, corporate finance and treasury functions, purchasing,
controller and audit functions and investor relations

-- Maya Leibman, 47, Chief Information Officer: responsible for
all information technology systems, including systems development,
infrastructure, and planning

-- William Ris, 65, Senior Vice President, Government Affairs:
responsible for all federal and international government and
regulatory affairs and public policy

Kirby, Eberwein, Isom, Johnson and Kerr will join the new American
from US Airways; Goulet, Leibman and Ris will join from American.

American Airlines and US Airways also noted that Dan Garton will
step down as President and Chief Executive Officer of American
Eagle Airlines later this year.  A successor will be named prior
to Mr. Garton's departure.

"As we bring the restructuring to a close, the new American is
strong, renewed and positioned for a successful merger.  I am
extremely grateful for the work and dedication of American's
senior leaders who helped bring about the most successful airline
restructuring in history," added Tom Horton, Chairman, President
and CEO of AMR.

"Through their commitment to our company they have helped build an
airline that delivers on our promise to our customers and to all
the communities American serves," Mr. Horton said.  "American's
leaders will continue to work very closely with their counterparts
throughout the merger planning to build upon the momentum everyone
has worked so hard to create."

AMR and US Airways also announced today the members of the Board
of Directors of the combined company after the closing of the
companies' expected merger.

As previously announced, AMR and US Airways agreed to combine to
create the new American Airlines, a premier global carrier.
Headquartered in Dallas-Fort Worth, the new American Airlines will
become a highly competitive alternative for consumers to other
global carriers and will provide greater flight opportunities,
with more than 6,700 daily flights to 336 destinations in 56
countries.  The combined airline will offer customers more choices
and increased service across a larger worldwide network and
through an enhanced oneworld(R) Alliance.  Together, American
Airlines and US Airways are expected to operate a mainline fleet
of almost 950 aircraft and employ more than 100,000 people
worldwide.  The merger is subject to regulatory approvals,
approval by US Airways shareholders, other customary closing
conditions and confirmation of American Airlines' Plan of
Reorganization by the U.S. Bankruptcy Court for the Southern
District of New York.

                         About US Airways

Along with US Airways Shuttle and US Airways Express, US Airways
-- http://www.usairways.com-- operates more than 3,100 flights
per day and serves 198 communities in the U.S., Canada, Mexico,
Europe, the Middle East, the Caribbean, Central and South America.
The airline employs more than 32,000 aviation professionals
worldwide, operates the world's largest fleet of Airbus aircraft
and is a member of the Star Alliance network, which offers its
customers more than 21,900 daily flights to 1,329 airports in 194
countries.

                     About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Has Sale-and-Leaseback on 8 New Aircraft
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. plans on taking delivery of eight new
Boeing 737- 800 aircraft, with sale-and-leaseback financing
provided by SMBC Aviation Capital Ltd.  The SMBC aircraft will be
delivered between next month and December 2014.

With the universe of aircraft lenders finite, the parent of
American Airlines Inc. said it contacted 27 potential financing
parties, received bids from seven, and held a final round of
bidding with five lenders.  Contrasted with loans where the
airline would retain ownership, AMR said that leasebacks have the
advantage of saddling the financing party with the risk associated
with the value of the aircraft when the term of the lease expires,
according to the Bloomberg report.

The report notes there will be a hearing for approval of the
financings on June 27 in U.S. Bankruptcy Court in Manhattan.  The
price of the aircraft and the economic terms of the financings
aren't disclosed.  SMBC is a Dublin-based aircraft-financing
affiliate of Sumitomo Mitsui Financial Group Inc.

The report relates that creditors can begin voting on AMR's
Chapter 11 plan as soon as the bankruptcy judge signs a formal
order approving disclosure materials.  The plan calls for merger
with US Airways Group Inc.  It gives AMR creditors and
shareholders 72 percent of the stock of the merged airlines.
Shareholders receive a minimum of 3.5 percent of the equity, and
more depending on how high the stock trades when the companies
merge and AMR emerges from bankruptcy.

AMR's existing stock declined almost 30 percent after climbing to
a post-bankruptcy high of $6.85 on May 16.  The stock rose 10
percent on June 7 to $4.85 in over-the-counter trading.  The stock
could have been purchased for 40 cents in October and rose to
$1.30 before the merger was disclosed.

                     About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

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.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

In April 2013, AMR filed a Chapter 11 plan of reorganization that
will carry out the merger.  By distributing stock in the merged
airlines, the plan is designed to pay all creditors in full, with
interest. The hearing before the Court to consider confirmation of
the Plan is scheduled for Aug. 15, 2013.

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: Inks Cash-Saving Lease Deals
-----------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that bankrupt AMR Corp.
has reached two key lease deals with airport authorities in
Nashville, Tenn., and San Francisco as it inches closer to
enacting its $11 billion merger with U.S. Airways Group Inc., the
airline told a New York bankruptcy court.

According to the report, the American Airlines Inc. parent asked
U.S. Bankruptcy Judge Sean H. Lane to approve an agreement with
the city of San Francisco preserving its lease at San Francisco
International Airport, saying the city has agreed to take about
$2.72 million it owes.

                     About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

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.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

In April 2013, AMR filed a Chapter 11 plan of reorganization that
will carry out the merger.  By distributing stock in the merged
airlines, the plan is designed to pay all creditors in full, with
interest. The hearing before the Court to consider confirmation of
the Plan is scheduled for Aug. 15, 2013.

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: Consolidated Traffic Increased 0.8% in May
-------------------------------------------------------------
AMR Corporation reported May 2013 consolidated revenue and traffic
results for its principal subsidiary, American Airlines, Inc., and
its wholly owned subsidiary, AMR Eagle Holding Corporation.

Consolidated load factor in May was an all-time record high for
the month, at 84.0 percent, 0.4 points higher versus the same
period last year.  Consolidated capacity and traffic were 0.3
percent and 0.8 percent higher year-over-year, respectively.

International load factor of 82.6 percent was 0.6 points higher
year-over-year, as traffic increased 5.2 percent on 4.5 percent
more capacity.  Among the international entities, the Atlantic
entity recorded the highest load factor of 85.0 percent, an
increase of 1.7 points versus May 2012.

Domestic capacity and traffic were 2.9 percent and 2.1 percent
lower year-over-year, respectively, resulting in a domestic load
factor of 86.1 percent, 0.7 points higher compared to the same
period last year.

May's consolidated passenger revenue per available seat mile
(PRASM) was lower by an estimated 1.8 percent versus the same
period last year.  On a consolidated basis, the company boarded
9.4 million passengers in May.

A detailed copy of the Company's results is available at:

                        http://is.gd/OJdDy9

                        Amends Q1 Form 10-Q

AMR Corporation has amended its quarterly report on Form 10-Q for
the fiscal quarter ended March 31, 2013, initially filed with the
Securities and Exchange Commission on April 18, 2013, in response
to communications received from the SEC in connection with a
confidential treatment request with respect to Exhibit 10.1, 2012
Omnibus Restructure Agreement, dated as of Jan. 11, 2013, of the
Original Filing.  Item 6 of Part II of the Original Filing was
amended to include a revised redacted version of Exhibit 10.1.

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

                         http://is.gd/u6Bg9z

                     About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

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.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

In April 2013, AMR filed a Chapter 11 plan of reorganization that
will carry out the merger.  By distributing stock in the merged
airlines, the plan is designed to pay all creditors in full, with
interest. The hearing before the Court to consider confirmation of
the Plan is scheduled for Aug. 15, 2013.

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: Strikes Deals With San Francisco
---------------------------------------------------
Jacqueline Palank writing for Dow Jones' DBR Small Cap reports
that American Airlines has struck deals to renew its leases at
airports in San Francisco and Nashville that will save it millions
of dollars over the next several years.

                     About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

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.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

In April 2013, AMR filed a Chapter 11 plan of reorganization that
will carry out the merger.  By distributing stock in the merged
airlines, the plan is designed to pay all creditors in full, with
interest. The hearing before the Court to consider confirmation of
the Plan is scheduled for Aug. 15, 2013.

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 ROCK: Moody's Alters Outlook to Stable & Keeps 'B3' CFR
----------------------------------------------------------------
Moody's Investors Service affirmed all ratings for American Rock
Salt Company LLC, including the B3 Corporate Family Rating, and
revised the rating outlook to stable from negative.

"Financial leverage remains quite high at over 10 times, but late
season snowfall helped American Rock Salt clear out inventories
and generate enough cash flow to improve liquidity such that the
likelihood of a rating downgrade has diminished," said Ben Nelson,
Moody's lead analyst for American Rock Salt Company LLC.

Issuer: American Rock Salt Company LLC

  Corporate Family Rating, Affirmed B3

  Probability of Default Rating, Affirmed B3-PD

  Senior Secured Term Loan B due 2017, Affirmed B3 (LGD4 51%, from
  52%)

  Senior Secured Notes due 2018, Affirmed Caa1 (LGD4 61%)

  Outlook, Revised to Stable from Negative

Ratings Rationale:

The stabilization of the rating outlook reflects Moody's view that
credit measures should trend towards appropriate levels after
moving outside the expected range following an exceptionally weak
winter season in 2011-2012, and that the company has sufficient
liquidity to fund its upcoming seasonal inventory build in advance
of the 2013-2014 winter season. American Rock Salt posted improved
operating results for the quarter ended March 31, 2013, as late
season snowfall in key markets helped the company bring down
inventories. Adjusted financial leverage fell from a peak of about
14 times Debt/EBITDA at December 31, 2012, to near 10 times at
March 31, 2013, and should fall further over the next several
quarters.

On a normalized basis for a moderate-to-strong snowfall year,
Moody's believes the company is capable of generating operating
performance that translates to financial leverage in the 5-7 times
range with free cash flow in the single digit range as a
percentage of debt. These metrics are considered appropriate for
the B3 rating level given the company's high business risk and
weather-related volatility in operating results. From a liquidity
perspective, the company reported improved cash balances and an
undrawn revolver at March 31, 2013.

The B3 CFR is constrained primarily by a highly-leveraged balance
sheet, significant weather-driven demand volatility for rock salt,
and aggressive financial policies. The company is a small producer
of rock salt serving a narrow market in upstate New York and
western Pennsylvania out of a single mining location near
Rochester, New York. The rating also considers cost advantages
associated with operating a relatively new mine, high barriers to
entry in rock salt mining, and freight advantages associated with
shipping a heavy, low-value product to nearby municipal customers.
This relatively benign competitive environment is supportive of
strong profit margins. The company also benefits from the
potential to generate substantial free cash flow during periods of
strong snowfall and an enterprise value that creates a strong
incentive for sponsor support during periods of exceptionally weak
snowfall.

Moody's could downgrade the rating with expectations for
substantive deterioration in liquidity or in the event of an
operational disruption. Moody's could upgrade the rating with
meaningful and sustained absolute debt reduction. An upgrade
likely would require expectations for financial leverage well
below 10 times and free cash flow of at least 3% of debt in a
trough cycle environment.

The principal methodology used in this rating was the Global
Chemical Industry 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.

American Rock Salt Company LLC produces rock salt out of a single
mine in upstate New York. The company is a wholly-owned subsidiary
of American Rock Salt Holdings LLC, which is closely held by
private investors including members of management.


APEX RACK: Updated Case Summary & Creditors' Lists
--------------------------------------------------
Lead Debtor: Apex Rack and Coating Co.
               dba Quality Sandblasting
             3434 Busch Drive
             Grandville, MI 49418

Bankruptcy Case No.: 13-04633

Chapter 11 Petition Date: June 3, 2013

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Debtors' Counsel: Cody H. Knight, Esq.
                  RAYMAN & KNIGHT
                  141 East Michigan Ave, Ste. 301
                  Kalamazoo, MI 49007
                  Tel: (269) 345-5156
                  E-mail: courtmail@raymanstone.com

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

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

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
CV Land Group, LLC                     13-04636
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Dennis K. Carlon, president.

A. A copy of Apex Rack and Coating's list of its 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/miwb13-4633.pdf

B. CV Land Group did not file a list of its largest unsecured
creditors together with its petition.


ARCAPITA BANK: Tide Objects to Settlement with Hopper Parties
-------------------------------------------------------------
Tide Natural Gas Storage I, LP, and Tide Natural Gas Storage II,
LP, have filed a supplemental objection to Arcapita Bank B.S.C.
(c), et al.'s Second Amended Joint Plan of Reorganization.

On May 29, 2013, Tide filed its limited objections to the Debtors'
Second Amended Joint Plan of Reorganization, and a complaint to
subordinate the Hopper Parties' claims under Section 510(b).  As
part of its Plan Objection, Tide sought to preserve its rights to
seek to subordinate Hopper Parties' claims and to pursue possible
Chapter 5 causes of action.

On June 4, 2013, the Debtors filed a Notice of Filing of Plan
Supplement Documents.

According to papers filed with the Court, buried in the Plan
Supplement Documents is a Notice of Plan Support Agreement with
the Hopper Parties, which Notice states that the Debtors have
reached an agreement with the Hopper Parties pursuant to which the
Hopper Parties will support the Joint Plan in exchange for (i) a
payment of $1,072,000 from GAStorage Investments II LLC; (ii) an
allowed claim in the amount of $8.25 million against Falcon Gas
Storage Co., Inc.; and (iii) a release and waiver by the Debtors
of subordination claims and Chapter 5 causes of action against the
Hopper Parties.

Tide objects to the Hopper Settlement as improper because the
settlement (i) does not comply with Bankruptcy Rule 9019; (ii)
provides for the Debtors' improper purchase of plan votes; and
(iii) releases valuable subordination claims and avoidance actions
that should be preserved for the benefit of the estates.

                        About Arcapita Bank

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

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

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

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

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

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

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

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

On Feb. 8, 2013, the Debtors filed with the Bankruptcy Court a
disclosure statement in support of their Joint Plan of
Reorganization, dated Feb. 8, 2013.  The Plan contemplates, among
others, the entry of the Debtors into a $185 million Murabaha exit
facility that will allow the Debtors to wind down their businesses
and assets for the benefit of all creditors and stakeholders.

On April 25, 2013, the Debtors filed their Second Amended Joint
Plan of Reorganization.  On April 26, 2013, the Court approved the
related disclosure statement.

A copy of the Second Amended Disclosure Statement is available at
http://bankrupt.com/misc/arcapta.doc1038.pdf

A hearing is scheduled for consideration of the Plan on June 11,
2013.


ARCAPITA BANK: Hearing Today on SCB Plan Support Settlement
-----------------------------------------------------------
Arcapita Bank B.S.C.(c), et al., ask the U.S. Bankruptcy Court for
the Southern District of New York to authorize and approve the
Debtors' entry into a Plan Settlement and Plan Support Agreement
with Standard Chartered Bank.

SCB, which extended two Shari'ah-compliant Murabaha facilities in
2011 to Arcapita in the total principal amount of $100,000,000, is
the Debtors' only material secured creditor and is the only
creditor with claims against four of Arcapita's bankrupt
affiliates.  According to papers filed with the Court, the Debtors
and the Official Committee of Unsecured Creditors have negotiated
an agreement with SCB that saves the estates more than $2 million,
secures favorable refinancing for one of the Debtors' portfolio
investments, simplifies the Debtors' post-emergence capital
structure, and secures SCB's vote in favor of the Plan.

As of Arcapita's bankruptcy filing in March 2012, the outstanding
amount of that financing was $96.6 million.

The key terms of the Plan Settlement and Support Agreement are:

* SCB's claims will be paid in cash on the Effective Date,
   subject to a $2 million reduction of its adequate protection
   claims, with the proceeds of the Exit Facility;

* The Honiton Facility will be restructured on terms that are
   favorable to the Debtors; and

* SCB will support and vote to accept the Plan.

If a Termination Event under the Plan Settlement and Support
Agreement occurs, the treatment of SCB's Claims pursuant to the
Plan will be modified such that the undisputed portion of SCB's
Claims will be paid and the portion of SCB's Claims that are
subject to challenge will remain subject to challenge.

A copy of the Plan Settlement and Support Agreement is available
at http://bankrupt.com/misc/arcapita.doc1225.pdf

On June 7, 2013, the Court approved the motion of the Debtors to
shorten the notice period with respect to the SCB Settlement
Motion.  Thus, the hearing to consider the SCB Settlement Motion
will be held on June 11, 2013, at 11:00 a.m.  Objections, if any,
should be in writing, if possible, and filed with the Clerk of
Court and served on the Notice Parties prior to the Hearing.

                        About Arcapita Bank

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

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

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

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

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

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

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

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

On Feb. 8, 2013, the Debtors filed with the Bankruptcy Court a
disclosure statement in support of their Joint Plan of
Reorganization, dated Feb. 8, 2013.  The Plan contemplates, among
others, the entry of the Debtors into a $185 million Murabaha exit
facility that will allow the Debtors to wind down their businesses
and assets for the benefit of all creditors and stakeholders.

On April 25, 2013, the Debtors filed their Second Amended Joint
Plan of Reorganization.  On April 26, 2013, the Court approved the
related disclosure statement.

A copy of the Second Amended Disclosure Statement is
available at: http://bankrupt.com/misc/arcapta.doc1038.pdf

A hearing is scheduled for consideration of the Plan on June 11,
2013.


ARGOSY ENERGY: In Receivership; Directors Resign
------------------------------------------------
Argosy Energy Inc., which includes its wholly owned subsidiary,
Radius Resources Corp. disclosed that, pursuant to an order of the
Court of Queen's Bench of Alberta dated May 30, 2013, FTI
Consulting Canada Inc. has been appointed as the receiver and
manager of all of the Company's assets, undertakings and property.

In addition, the Court has approved the transactions contemplated
by a purchase and sale agreement between the Company as vendor and
Long Term Asset Management Inc. as purchaser, for the Company's
assets.  Closing of the Transactions is subject to the customary
closing conditions for transactions of this nature and is expected
to close on or about June 13, 2013.

In connection with the receivership order, Peter Salamon and Jacob
Roorda have resigned as directors of the Company.  Prior thereto,
Messrs. Dobek, Mellum, Poetker and Faircloth had resigned as
directors of the Company.


ASSURED PHARMACY: Private Placement of Equity Securities Expires
----------------------------------------------------------------
Assured Pharmacy, Inc.'s previously announced private placement
expired on May 30, 2013.  In January 2013, the Company initiated a
private placement of equity securities in Units, each of which
consisted of (a) 38,462 shares of the Company's common stock,
$0.001 par value per share, valued at $0.65 per share; and (b) a
three-year warrant to purchase up to 38,462 shares of common stock
with an initial exercise price of $0.90 per share, subject to
certain anti-dilution adjustments.  The Units included
registration rights requiring us to cause the shares of common
stock issuable upon exercise of the Warrants to be registered
under the Securities Act of 1933, as amended, within 45 days of
the final closing date.  If the shares of common stock issuable
upon exercise of the Warrants are not covered by an effective
registration statement after such time, they may be exercised on a
cashless basis.

The Company previously reported that 20 Units were sold pursuant
to a Subscription Agreement dated Feb. 5, 2013.  A total of 14.4
additional Units were sold on February 11th, April 9th, 16th and
19th, and May 2nd and 7th.

During the offering period, the Company entered into Subscription
Agreements with a total of eight accredited investors, pursuant to
which we sold an aggregate of 34.4 units at a purchase price of
$25,000 per Unit; accordingly, the Company received gross proceeds
of $860,000.  As a result of the Private Placement, the Company
issued a total of 1,323,093 shares of common stock and warrants to
purchase up to an aggregate of 1,323,093 shares of common stock.
The Units were not sold through an underwriter, and accordingly
there were no underwriting discounts or underwriting commissions
involved.  The Company did employ a placement agent for the
Private Placement, to whom the Company paid and issued total
placement agent commissions of $32,800 and five year warrants to
purchase up to an aggregate of 100,924 shares of Common Stock.

                      About Assured Pharmacy

Headquartered in Frisco, Texas, Assured Pharmacy, Inc., is engaged
in the business of establishing and operating pharmacies that
specialize in dispensing highly regulated pain medication for
chronic pain management.

The Company was organized as a Nevada corporation on Oct. 22,
1999, under the name Surforama.com, Inc., and previously operated
under the name eRXSYS, Inc.  The Company changed its name to
Assured Pharmacy, Inc., in October 2005.

Assured Pharmacy disclosed a net loss attributable to the Company
of $4 million on $14.14 million of sales for the year ended Dec.
31, 2012, as compared with a net loss attributable to the Company
of $3.27 million on $16.44 million of sales in 2011.

BDO USA, LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.

The Company's balance sheet at March 31, 2013, showed $2.33
million in total assets, $9.56 million in total liabilities and a
$7.23 million stockholders' deficit.

                        Bankruptcy Warning

"Our business is highly leveraged and the successful
implementation of the foregoing plan necessitates that we reach an
agreement with our existing debt holders to extend the maturity
date of debt securities which came due in 2012.  As of March 31,
2013, we had $540,310 in debt securities which were due in the
year 2012, which included $500,000 in principal amount of
unsecured convertible debentures.  We are attempting to extend the
maturity date of all outstanding debt securities which were due in
2012, but can provide no assurance that the holders of such
securities will agree to extend the maturity date on these
securities on acceptable terms.  We are also discussing the
possibility of these debt holders converting the securities into
equity.  If our debt holders choose not to convert certain of
these securities into equity, we will need to repay such debt, or
reach an agreement with the debt holders to extend the terms
thereof.  If we are forced to repay the debt, this need for funds
would have a material adverse impact on our business operations,
financial condition and prospects, would threaten our ability to
operate as a going concern and may force us to seek bankruptcy
protection," according to the Company's quarterly report for the
period ended March 31, 2013.


ATLANTIC COAST: Two Directors Reaffirm Merger Opposition
--------------------------------------------------------
Jay S. Sidhu and Bhanu Choudhrie, who serve as directors of
Atlantic Coast Financial Corporation, delivered an additional
letter to the company's Board of Directors on June 6, 2013.  In
that letter, Messrs. Sidhu and Choudhrie reaffirmed their
opposition to the merger with Bond Street and their continuing
intention to vote against the Merger.  They expressed further
concern about the adequacy and accuracy of the Company's
disclosures included in its SEC filings.  A copy of the Letter is
available for free at:

                        http://is.gd/EPpckA

The Company publicly announced that on Feb. 25, 2013, it and its
savings bank subsidiary, Atlantic Coast Bank, entered into an
Agreement and Plan of Merger with Bond Street Holdings, Inc., and
its bank subsidiary, Florida Community Bank, N.A.  Pursuant to the
Merger Agreement, the Company will be merged with and into Bond
Street and the Bank will then merge with and into Florida
Community Bank.  The publicly announced terms of the Merger
included a guaranteed payment of $3.00 per share in cash to the
Company's stockholders at the closing of the transaction plus an
additional $2.00 per share to be held in an escrow to indemnify
the Company, Bond Street and others for losses from Company
stockholder claims, whether related to the transactions
contemplated by the Merger Agreement or otherwise.

                        About Atlantic Coast

Jacksonville, Florida-based Atlantic Coast Financial Corporation
is the holding company for Atlantic Coast Bank, a federally
chartered and insured stock savings bank.  It is a community-
oriented financial institution serving northeastern Florida and
southeastern Georgia markets through 12 locations, with a focus on
the Jacksonville metropolitan area.

The Company reported a net loss of $6.66 million on $33.50 million
of total interest and dividend income for the year ended Dec. 31,
2012, as compared with a net loss of $10.28 million on $38.28
million of total interest and dividend income in 2011.

The Company's balance sheet at March 31, 2013, showed $747.57
million in total assets, $710.23 million in total liabilities and
$37.34 million in total stockholders' equity.

McGladrey LLP, in Jacksonville, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations that have
adversely impacted capital at Atlantic Coast Bank.  The failure to
comply with the regulatory consent order may result in Atlantic
Coast Bank being deemed undercapitalized for purposes of the
consent order and additional corrective actions being imposed that
could adversely impact the Company's operations.  This raises
substantial doubt about the Company's ability to continue as a
going concern.


BBX CAPITAL: David Lieberman Quits as Director
----------------------------------------------
At a regular meeting of the Board of Directors of BBX Capital
Corporation held on June 4, 2013, David A. Lieberman provided
notice of his resignation from the Company's Board of Directors.
In accordance with the Company's Amended and Restated Bylaws, Mr.
Lieberman's resignation became effective upon its receipt at the
meeting by the Chairman of the Company's Board of Directors.

Norman H. Becker was appointed to the Company's Board of Directors
and as Chairman of the Company's Audit Committee on May 7, 2013.

On June 4, 2013, the Company's Board of Directors approved and
adopted an amendment to the Company's Amended and Restated Bylaws.
The Company's Amended and Restated Bylaws previously provided for
the Company's Board of Directors to be divided into three classes,
each of which had a three-year term expiring in annual succession.
Pursuant to the Bylaw Amendment, each director elected or
appointed to the Company's Board of Directors on or after June 4,
2013, will serve for a term expiring at the Company's next Annual
Meeting of Shareholders.  The Bylaw Amendment did not impact the
three-year terms for which the Company's current directors were
previously elected to serve.  As a result, following the Company's
2015 Annual Meeting of Shareholders, the Company's Board of
Directors will no longer be divided into multiple classes serving
staggered terms.

The Company's 2013 Annual Meeting of Shareholders will be held on
July 9, 2013.  The record date established for determining the
shareholders of the Company entitled to vote at the meeting is
May 24, 2013.

                            BBX Capital

BBX Capital (NYSE: BBX), formerly known as BankAtlantic Bancorp,is
a diversified investment and asset management company.  The
business of BBX Capital includes real estate ownership, direct
acquisition and joint venture equity in real estate, specialty
finance, and the acquisition of controlling and non controlling
investments in operating businesses.

BBX Capital disclosing net income of $235.76 million in 2012, a
net loss of $28.74 million ncome in 2011 and a net loss of $143.25
million in 2010.  The Company's balance sheet at March 31, 2013,
showed $432.48 million in total assets, $198.13 million in total
liabilities and $234.35 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Furthermore, the holding company must
also submit a capital plan to maintain and enhance its capital
position.


BBX CAPITAL: Enters Into $44-Mil. Settlement with Catafulmo
-----------------------------------------------------------
BBX Capital Corporation, formerly BankAtlantic Bancorp, Inc., on
June 10 disclosed that it has settled its protracted litigation
arising out of the Company's lending relationship with Daniel S.
Catalfumo and certain members of his family and affiliated
entities.  Pursuant to the settlement, Catalfumo will pay BBX
Capital $25 million in cash and transfer property valued at
approximately $14 million to BBX Capital by July 3, 2013.  An
additional $5 million in cash is payable by November 20, 2013.
All of the payments and property transfers are subject to certain
periods of extension and subject to Bankruptcy Court approval.

The loan to Catalfumo was originated by BankAtlantic and later
transferred to BBX Capital when BBX Capital sold BankAtlantic to
BB&T.  The loan had gone into default and attempts at prior
resolution with the borrowers were not successful.  Legal
collection actions were filed against approximately fifty
Catalfumo entities in Florida, South Carolina and the Cayman
Islands.

"This settlement reflects the seriousness of our efforts to
collect amounts owed by borrowers.  As a bank, BankAtlantic was
under significant regulations to reduce classified assets quickly
even if it involved taking a greater loss.  Once the loan was
transferred to BBX Capital, we were in a position to take the time
and apply the resources to collect the debt.  This settlement is
expected to ultimately pay the full amount of our judgment,
including default interest, attorney's fees and costs of
collection.  We are delighted to have this behind us and we will
continue to focus on BBX Capital's other commercial loan borrowers
who strategically defaulted to avoid repayment," commented
Mr. John "Jack" E. Abdo, Vice Chairman of BBX Capital.

BBX Capital has been actively pursuing collection efforts on the
approximately $600 million of assets it retained in connection
with the sale of BankAtlantic.  In excess of $200 million of cash
and real estate assets have been recovered to date on loans
transferred to BBX Capital.

                          BBX Capital

BBX Capital (NYSE: BBX), formerly known as BankAtlantic Bancorp,is
a diversified investment and asset management company.  The
business of BBX Capital includes real estate ownership, direct
acquisition and joint venture equity in real estate, specialty
finance, and the acquisition of controlling and non controlling
investments in operating businesses.

BBX Capital disclosing net income of $235.76 million in 2012, a
net loss of $28.74 million ncome in 2011 and a net loss of $143.25
million in 2010.  The Company's balance sheet at March 31, 2013,
showed $432.48 million in total assets, $198.13 million in total
liabilities and $234.35 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Furthermore, the holding company must
also submit a capital plan to maintain and enhance its capital
position.


BERNARD L. MADOFF: Lawyers Approved for $49.1 Million in Fees
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Bernard L. Madoff Investment
Securities Inc. and his primary bankruptcy lawyers received
approval from the bankruptcy judge for $49.1 million in fees
covering five months' work from July 1 to Nov. 30.

According to the report, because the liquidation isn't completed,
the judge authorized payment of $44.2 million, with the remainder
held back until later.

Madoff trustee Irving Picard and his principal lawyers from Baker
& Hostetler LLP have collected or secured agreements to bring in
$9.3 billion for defrauded customers.  Neither Picard nor his
lawyers receive any of the money they collected because the
Securities Investor Protection Corp. pays expenses of the
liquidation.

The report notes that the approved fees include a 10 percent
reduction from the firm's standard hourly rates negotiated at the
outset of the liquidation and another $3.75 million sought by SIPC
for the most recent payment period.  Recoveries allowed Picard to
pay customers 53 percent of the amount invested in the Madoff
fraud.  Customers' total investments are $17.3 billion.  About
$5.5 billion has been paid to customers in three distributions,
the most recent on March 29.

The report relates that the remainder must be held back as a
result of disputed claims and other litigated issues.

                    About Bernard L. Madoff

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

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

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

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

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

Mr. Picard has made three distributions, paying more than half of
smaller claims in full and satisfying just over 50 percent of
larger customer claims totaling more than $17 billion.


BERNARD L. MADOFF: Trustee Seeks Equality in Schneiderman Appeal
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities LLC filed his first brief in the expedited appeal where
he hopes to set aside a ruling in April by a district judge
allowing New York Attorney General Eric Schneiderman to complete a
$410 million settlement with feeder fund manager J. Ezra Merkin.

According to the report, Madoff trustee Irving Picard, who has his
own $560 million lawsuit against Mr. Merkin, said the undisputed
facts show the Schneiderman settlement will preclude Mr. Merkin
from having enough money left to pay a judgment when he obtains
one.  Mr. Picard's arguments are centered around the notion that
the Securities Investor Protection Act takes precedence when a
broker goes bankrupt.  He contends that SIPA requires distribution
of all recoveries pro rata among defrauded customers, not to a
subset of creditors who win a race to the courthouse and obtain
the first judgment or settlement.

Mr. Schneiderman and Mr. Picard agreed to hold up completion of
most of the settlement until the U.S. Court of Appeals in
Manhattan hears an expedited appeal.  Mr. Schneiderman will file
his brief in July.  Mr. Picard will file reply papers on Aug. 7,
with argument held in the Second Circuit as early as the week of
Aug. 26.

The report notes that in mid-April, U.S. District Judge Jed Rakoff
threw out Mr. Picard's lawsuit designed to halt settlement of the
lawsuit the attorney general began against Mr. Merkin in state
court in April 2009.  Judge Rakoff found that Mr. Picard waited
too long and had no right to halt the settlement because no
property of the bankrupt estate was involved to invoke an
automatic stay.  Describing Mr. Merkin as running Madoff's third-
largest feeder fund, Mr. Picard says Mr. Merkin either knew or
should have known Madoff was running a fraud.  Mr. Picard argues
that the Schneiderman settlement is the "chief obstacle" to his
recovery of $560 million.

The report relates that from recoveries in other lawsuits coupled
with money advanced by the Securities Investor Protection Corp.,
Mr. Picard has been able to pay customers 53 percent of the amount
invested in the Madoff fraud.  Customers' total investments were
$17.3 billion.  The most recent distribution was on March 29.
Having collected about $9.3 billion, Mr. Picard is holding back
billions of dollars more as a result of disputed claims and other
litigated issues.

The appeal in the circuit court is Picard v. Schneiderman,
13-1785, 2nd U.S. Circuit Court of Appeals (Manhattan).  The
dispute with Schneiderman in district Court is Picard v.
Schneiderman, 12-cv-06733, U.S. District Court, Southern District
of New York (Manhattan).  The lawsuit with Schneiderman in
bankruptcy court is Picard v. Schneiderman, 12-bk-01778, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).

                    About Bernard L. Madoff

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

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

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

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

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

Mr. Picard has made three distributions, paying more than half of
smaller claims in full and satisfying just over 50 percent of
larger customer claims totaling more than $17 billion.


BETO'S COLLISION: Case Summary & 6 Unsecured Creditors
------------------------------------------------------
Debtor: Beto's Collision, Inc.
          dba Body Tec Collision Center
        10219 Culebra Rd.
        San Antonio, TX 78251

Bankruptcy Case No.: 13-51474

Chapter 11 Petition Date: June 3, 2013

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: William R. Davis, Jr., Esq.
                  LANGLEY & BANACK, INC.
                  745 E Mulberry Ave, Suite 900
                  San Antonio, TX 78212
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889
                  E-mail: wrdavis@langleybanack.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its six largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/txwb13-51474.pdf

The petition was signed by Humberto R. Ramirez, president.


BION ENVIRONMENTAL: Major Watershed Improvement Act Introduced
--------------------------------------------------------------
Bion Environmental Technologies, Inc., supports adoption of the
Major Watershed Improvement Act, Pennsylvania Senate Bill 994,
introduced on June 4 by Senator Elder A. Vogel, Jr., Chairman of
the Pennsylvania Senate Agriculture & Rural Affairs Committee.

The legislation will enable all verified credit generators (public
and private; regulated and unregulated) to develop projects and
sell verified nutrient credits on a long term basis under a
competitively-bid procurement program.  This statewide program
will enable Pennsylvania to use these verified nutrient reductions
to initially meet their federal Chesapeake Bay mandate.  The
recent Pennsylvania Legislative Budget & Finance Committee study,
A Cost Effective Alternative Approach to Meeting Pennsylvania's
Chesapeake Bay Nutrient Reduction Targets", projected such a
program would reduce Pennsylvania's nutrient compliance costs by
up to 80 percent and provide environmental and economic benefits
to the local watersheds where the improvements occur.

This legislation will enable the agricultural sector, primarily
livestock agriculture, to provide low cost solutions to
Pennsylvania's federally-mandated requirement to reduce nutrients
to the Chesapeake Bay.  The Bay's (and the Nation's) greatest
water quality problem today is excess nutrients that severely
degrade our freshwater resources as well as create hypoxic zones
(dead zones) in downstream estuary waters such as the Chesapeake
Bay and in the Gulf of Mexico.  Bion has had discussions with
other states in the Mississippi River and Great Lakes basins and
believes that successful adoption and implementation by
Pennsylvania will be followed by many other states that also need
cost-effective solutions.

Public spending on clean water at the federal, state and local
levels, mostly driven by nutrient-removal costs, is increasing
rapidly and reached $114B in 2010.  Private sector agriculture,
primarily the livestock sector, has long been acknowledged to
represent the low-cost solution to excess nutrients but was
prevented in the past from providing that solution by the lack of
a cost-effective technology.

Bion has demonstrated a cost-effective technology solution that
generates verified nutrient reductions from livestock waste
treatment.  Bion's technology utilizes an approved sampling
protocol and actual lab data in the same manner and to the same
standards as point sources such as municipal waste water treatment
plants.  With the availability now of advanced technologies, the
only remaining barrier to engage these cost-effective private-
sector solutions is access to funding to implement them.

This legislation will address that final barrier by providing
equal access to public funding for both public and private
mitigation projects through a competitive bidding process, where
solutions will be evaluated and funded based on cost and the value
of their local watershed benefits.  Ed Schafer, former U.S.
Secretary of Agriculture, head of the Coalition for an Affordable
Bay Solution (CABS) and Bion's Executive Vice Chairman, stated,
"The farming community has long awaited this important
opportunity, which allows the financing and installation of new
technologies to reduce the amount of nutrients flowing into our
Nation's watersheds.  The proposed legislation to implement a
competitive bidding process for the Commonwealth of Pennsylvania
is cutting-edge public policy and will lead to improved water
management with lower costs to the citizens."  Bion is a founding
member of CABS, along with Kreider Farms, Fair Oaks Farms and JBS,
SA.

Successful adoption of this legislation will give Bion and others
the opportunity to compete for public funding specifically
allocated to address excess nutrients.  If such a program is
implemented, Bion expects that the policies and strategies being
developed in Pennsylvania will not only benefit the Company's
existing and proposed Pennsylvania projects but will also form the
basis for an overall Chesapeake Bay watershed and national clean
water strategy.

Bion Environmental Technologies has provided environmental
treatment solutions to the agriculture and livestock industry
since 1990.  Bion's patented, next-generation technology provides
a unique comprehensive treatment of livestock waste that achieves
substantial reductions in nitrogen and phosphorus, ammonia,
greenhouse and other gases, as well as pathogens, hormones,
herbicides and pesticides in the waste stream.  Bion's process
simultaneously recovers cellulosic biomass from the waste stream
that can be used to produce renewable energy.  Bion's technology
enables the reduction of nutrients and other pollutants from
existing livestock operations, as well as the ability to develop
new, state-of-the-art livestock facilities in strategic locations
with minimal environmental impacts and substantially improved
resource and operational efficiencies.

In August 2012, Bion's system at Kreider Dairy, a 2,000 cow dairy
facility in Lancaster County, Pennsylvania, was issued a full and
final water quality permit and its nitrogen reduction verification
plan was approved by the PA Department of Environmental
Protection.  Verified nitrogen reductions from Bion's treatment of
dairy and other livestock waste can be achieved at a fraction of
the cost of traditional solutions that remove nitrogen at
downstream 'point sources' such as municipal waste water treatment
plants, power plants and other industrial facilities, and the
treatment of storm water runoff.

                     About Bion Environmental

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

The Company reported a net loss applicable to the Company's common
stockholders of $7.35 million on $0 of revenue for the year ended
June 30, 2012, compared with a net loss applicable to the
Company's common stockholders of $7.54 million on $0 of revenue
for the same period during the prior year.

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

For the nine months ended March 31, 2013, the Company incurred a
net loss of $4.72 million on $10,379 of revenue, as compared with
a net loss of $5.83 million on $0 of revenue for the same period a
year ago.  The Company's balance sheet at March 31, 2013, showed
$7.73 million in total assets, $10.47 million in total
liabilities, $20,900 in series B redeemable convertible preferred
stock, and a $2.76 million total deficit.


BIRDSALL SERVICES: New Jersey Receives $2.6 Million From Sale
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Birdsall Services Group Inc. was
given authority from the bankruptcy court last week to sell the
assets of the indicted engineering firm for $5.6 million cash plus
contingent payments.

According to the report, the sale-approval order signed on June 6
by the U.S. bankruptcy judge in Trenton, New Jersey, requires the
trustee for the engineering firm to pay $1.3 million to the state
attorney general immediately, with another $1.3 million paid by
July 31.  The payments are in recognition of the state's seizure
of the assets before bankruptcy for criminal violation of pay-to-
play laws.  The purchaser is Partner Assessment Corp.

The report notes that the buyer is acquiring existing projects,
work in process and accounts receivable for $5.6 million cash,
adjusted for the amount of accounts receivable.  The buyer will
pay an additional $500,000 to $2.5 million, representing 10
percent of new business generated from existing clients.

The report relates that Partner Assessment also pays 50 percent of
collections on accounts receivable in the next year in excess of
$10 million.

                    About Birdsall Services

Birdsall Services Group Inc., an engineering firm from Eatontown,
New Jersey, filed for Chapter 11 protection (Bankr. D.N.J. Case
No. 13-16743) on March 29, 2013, when the state attorney general
indicted the business and obtained a court order seizing the
assets.

Birdsall was accused by the state of violating laws prohibiting
so-called pay-to-play, where businesses make political
contributions in return for government contracts.  The state
charged that the company arranged for individuals to make
contributions and then reimbursed the employees.  A company
officer pleaded guilty last year to making political contributions
disguised to appear as though made by individuals.

The Chapter 11 petition filed in Trenton, New Jersey, disclosed
assets of $41.6 million and liabilities totaling $27 million.
Debt includes $3.6 million owing to a bank on a secured claim and
$2.4 million in payables to trade suppliers.

In April 2013, Birdsall reached a $3.6 million settlement that
ended New Jersey's opposition to the company's bankruptcy and
resolves the state's lawsuit aiming to seize Birdsall's assets.
As part of the settlement, Edwin Stier, a member of Stier
Anderson, was appointed as Chapter 11 trustee for Birdsall.


BLACK ELK: Falling Liquidity Prompts Moody's to Lower CFR to Caa2
-----------------------------------------------------------------
Moody's Investors Service downgraded Black Elk Energy Offshore
Operations LLC's Corporate Family Rating to Caa2 from Caa1,
Probability of Default Rating to Caa2-PD from Caa1-PD, senior
secured note rating to Caa3 from Caa2 and Speculative Grade
Liquidity Rating to SGL-4 from SGL-3. The rating outlook was
changed to negative from stable.

Issuer: Black Elk Energy Offshore Operations, LLC

Downgrades:

  Corporate Family Rating, Downgraded to Caa2 from Caa1

  Probability of Default Rating, Downgraded to Caa2-PD from
  Caa1-PD

  Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
  SGL-3

  $150M 13.75% Senior Secured Regular Bond/Debenture, Downgraded
  to Caa3 from Caa2

Outlook Actions:

Outlook, Changed To Negative from Stable

Ratings Rationale:

These actions were prompted by the significant deterioration in
BEE's liquidity position since the third quarter of 2012. The
company has limited cash on hand and does not have access to its
revolving credit facility, which had $25 million outstanding at
May 14, 2013. BEE had breached financial covenants in its revolver
agreement at December 31, 2012, which were subsequently waived and
amended, and is likely to be in violation again at June 30, 2013
when next compliance calculations are performed. To sustain
operations, the company has issued $50 million of preferred shares
to its majority private equity holder (Platinum Partners Value
Arbitrage Fund L.P.) and sold four producing fields for $52.5
million since the beginning of 2013.

The company is also expecting $30 million of escrow release funds
related to the sold properties. Yet, absent additional liquidity
injection, the company will not be able to adequately cover costs
associated with its drilling program, significant plugging and
abandonment (P&A) obligations and escrow requirements for the
balance of 2013.

The company is presently exploring various funding sources that
include a new credit facility, a potential debt capital market
transaction and sales of non-core assets. Despite having
substantial PV-10 value associated with its proved reserves,
Moody's believes BEE will be challenged to monetize assets given
their short reserve life, substantial P&A obligations, bonding
requirements, high operating costs and offshore locations.

To conserve liquidity, the company is contemplating deferring some
capital expenditures and P&A activities. BEE currently has two
rigs under contract and plans to drill and complete eight operated
wells and seven non-operated wells in 2013. The company reported
$31 million of P&A obligations as current liabilities on its
balance sheet as of March 31, 2013.

Low natural gas prices combined with operational challenges
contributed to reduced production volumes and cash flows over the
past nine months. BEE has suffered a series of negative events
including, down-hole water intrusion, production shut-ins due to
pipeline repairs, Hurricane Issac related delays and an explosion
and fire at the Delta 32-E platform that increased costs and
slowed production.

If the company is unable to shore up liquidity, BEE's ratings will
be downgraded. To preserve the Caa2 rating, the company will need
to increase production and cash flows relative to its debt and
other obligations, and establish and maintain a revolving credit
facility with sufficient liquidity.

BEE's Caa2 Corporate Family Rating (CFR) reflects the company's
small production and reserves base, its substantial plugging and
abandonment (P&A) liabilities associated with mature offshore
wells, weak liquidity and the relatively low proportion of proved
developed producing (PDP) reserves and the attendant high future
development costs. The rating also reflects BEE's acquisitive
nature and its concentration in the Gulf of Mexico basin, which is
prone to periodic weather related disruptions. The CFR is
supported by the company's relatively low-risk drilling inventory,
low decline rate, and significant oil exposure.

The principal methodology used in this rating was the Global
Independent Exploration and Production Industry 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.

Black Elk Energy Offshore Operations, LLC is a Houston, Texas
based privately held limited liability company engaged in the
acquisition, exploitation, development and production of oil and
natural gas properties primarily in the shallow waters of the Gulf
of Mexico near the coast of Louisiana and Texas.


BLACK WATER: Case Summary & 4 Unsecured Creditors
-------------------------------------------------
Debtor: Black Water Reserve Development, LLC
        Ste 200, 6085 Lake Forrest Dr NW
        Atlanta, GA 30328

Bankruptcy Case No.: 13-62283

Chapter 11 Petition Date: June 3, 2013

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

Debtor's Counsel: Evan M. Altman, Esq.
                  Building 2, 8325 Dunwoody Place
                  Atlanta, GA 30350-3307
                  Tel: (770) 394-6466
                  Fax: (678) 405-1903
                  E-mail: evan.altman@laslawgroup.com

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

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

A copy of the Company's list of its largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/ganb13-62283.pdf

The petition was signed by Rodney A. Cobb, managing member.


BOLLINGER INVESTMENT: Case Summary & 3 Unsecured Creditors
----------------------------------------------------------
Debtor: Bollinger Investment Partners, Ltd.
          dba Top of the Hill RV Resort
        255 Wildlife Trail
        Bandera, TX 78003

Bankruptcy Case No.: 13-51466

Chapter 11 Petition Date: June 3, 2013

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Craig A. Gargotta

Debtor's Counsel: Dean William Greer, Esq.
                  2929 Mossrock, Suite 117
                  San Antonio, TX 78230
                  Tel: (210) 342-7100
                  Fax: (210) 342-3633
                  E-mail: dwgreer@sbcglobal.net

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

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

A copy of the Company's list of its largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/txwb13-51466.pdf

The petition was signed by John T. Bollinger, Jr., manager of
general partner.


BRAZILIAN COMMUNITY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Brazilian Community Christian Church, Inc.
        125 Irving Street
        P.O. Box 646
        Framingham, MA 01704
        Tel: (508) 283-1183

Bankruptcy Case No.: 13-13436

Chapter 11 Petition Date: June 4, 2013

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Henry J. Boroff

Debtor's Counsel: Laird J. Heal, Esq.
                  120 Chandler Street, Suite 2 R
                  Worcester, MA 01609
                  Tel: (508) 459-5095
                  Fax: (508) 459-5320
                  E-mail: lairdheal@lh-law-office.com

Scheduled Assets: $482,937

Scheduled Liabilities: $1,370,846

A copy of the Company?s list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/mab13-13436.pdf

The petition was signed by Elias V. Montero, Sr., president.


C.W. MINING: Abstruse Rights Are Property of a Bankrupt Estate
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to an opinion by Chief U.S. District Judge
Ted Stewart from Salt Lake City, although an "incorporeal
hereditament" in unmined coal is property of a bankruptcy estate,
the coal itself isn't.

According to the report, creditors filed an involuntary bankruptcy
petition against a company with a lease to mine coal on someone
else's land.  Before the order for relief was entered, the soon-
to-be bankrupt company sold the assets to a third party who
proceeded to mine and remove coal.

The report notes that the bankruptcy trustee sued to recover the
value of the coal that was mined after the involuntary petition
was filed without court authority.  Significantly, none of the
coal had been mined when the involuntary petition was filed.
Interpreting Utah law, Judge Stewart ruled that unmined coal
itself wasn't property of the bankrupt estate because the lease
made it the company's property only when it was severed from the
coal face.

The report relates that Judge Stewart's March 25 opinion held that
the bankrupt company nonetheless had an incorporeal hereditament,
similar to an easement, giving it the right to compensation under
Utah law.

The Bloomberg report discloses that the right to compensation
qualified as property of the estate under Section 541 of the
Bankruptcy Code.  Judge Stewart returned the case to the
bankruptcy judge to decide what the incorporeal hereditament was
worth, given that the bankrupt company had spent $14 million
preparing to mine the property.

The case is Rushton v. Standard Industries Inc. (In re C.W. Mining
Co.), 11-840, U.S. District Court, District of Utah (Salt Lake
City).

Based in Salt Lake City, Utah, C.W. Mining Co. dba Co-Op Mining
Company operated the Bear Canyon Mine in Emery County, Utah, under
the terms of a lease with C.O.P. Coal Development Company, which
owns the mine.  Aquila Inc., Owell Precast, LLC, and House of
Pumps, Inc., filed an involuntary Chapter 11 petition (Bankr. D.
Utah Case No. 08-20105) on Jan. 8, 2008.  In November 2008, the
Chapter 11 case was converted to a Chapter 7 liquidation
proceeding.  Kenneth A. Rushton serves as the Chapter 7 Trustee,
and is represented by Brent D. Wride, Esq., at Ray Quinney &
Nebeker, in Salt Lake City.


CASH STORE: Faces Class Suits in Ontario & Alberta
--------------------------------------------------
The Cash Store Financial Services Inc. on June 7 disclosed that
proposed class action proceedings have been commenced in Ontario
and Alberta against the Company and certain of its present and
former directors and officers.  The plaintiffs each allege, among
other things, that the Company made misrepresentations during the
period from November 24, 2010 to May 24, 2013 regarding the
Company's internal controls and financial reporting and the third-
party loan portfolio acquisition.

These proceedings are in addition to the previously disclosed
civil claim filed on May 20, 2013 by Globis Capital Partners L.P.
against the Company and Gordon J. Reykdal, the Company's Chief
Executive Officer, in the United States District Court of the
Southern District of New York for alleged violations of Sections
10(a) and 20(a) of the Securities Exchange Act of 1934 claiming
unspecified damages.

The Company plans to defend itself vigorously against what it
believes are unfounded allegations.

                     About Cash Store Financial

Headquartered in Edmonton, Alberta, Cash Store Financial is the
only lender and broker of short-term advances and provider of
other financial services in Canada that is listed on the Toronto
Stock Exchange (TSX: CSF).  Cash Store Financial also trades on
the New York Stock Exchange (NYSE: CSFS).  Cash Store Financial
operates 512 branches across Canada under the banners "Cash Store
Financial" and "Instaloans".  Cash Store Financial also operates
25 branches in the United Kingdom.

Cash Store Financial is a Canadian corporation that is not
affiliated with Cottonwood Financial Ltd. or the outlets
Cottonwood Financial Ltd. operates in the United States under the
name "Cash Store".  Cash Store Financial does not do business
under the name "Cash Store" in the United States and does not own
or provide any consumer lending services in the United States.

Cash Store Financial employs approximately 1,900 associates.

                          *     *     *

As reported in the Feb. 8, 2013 edition of the TCR, Standard &
Poor's Ratings Services lowered its issuer credit rating on Cash
Store Financial (CSF) to 'CCC+' from 'B-'.  The outlook is
negative.

"The downgrades follow a proposal by the payday loan registrar in
Ontario to revoke CSF's payday lending licenses and CSF's
announcement that it has discontinued its payday loan product in
the region," said Standard & Poor's credit analyst Igor Koyfman.
The company's businesses in Ontario, which account for
approximately one-third of its store count, will begin offering a
new line of credit product to its customers.  S&P believes this is
to offset the loss of its payday lending product; however, this is
a relatively new product, and S&P believes that it will be
challenging for the company to replace its lost earnings from the
payday loan product.  S&P also believes that the registrar's
proposal could lead to similar actions in other territories.

As reported by the TCR on May 22, 2013, Moody's Investors Service
downgraded the Corporate Family Rating and senior unsecured debt
rating of Cash Store Financial Services to Caa1 from B3 and
assigned a negative outlook.  According to Moody's, CSFS remains
unprofitable on both the pretax and net income lines and prospects
for return to profitability are unclear.


CDC CORP: Trust Sues AIG Over $9MM in D&O Coverage
--------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that the trust charged
with winding down CDC Corp.'s bankruptcy estate sued AIG Europe
Ltd., claiming the insurer has refused to honor a policy covering
nearly $9 million of settlement and defense costs the software
company incurred in a lawsuit against its top brass.

According to the report, in a complaint filed in Georgia
bankruptcy court, the CDC Liquidation Trust said it paid out $1.5
million defending a lawsuit accusing CDC officials of perpetrating
a smear campaign against hedge fund Evolution Capital Management
LLC.

                          About CDC Corp

Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS).  CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing.  The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.

CDC Corp., doing business as Chinadotcom, filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  Moelis & Company LLC
serves as its financial advisor and investment banker.  Marcus A.
Watson at Finley Colmer and Company serves as chief restructuring
officer.  The Debtor estimated assets and debts at US$100 million
to US$500 million as of the Chapter 11 filing.

The Official Committee of Equity Security Holders of CDC Corp. is
represented by Troutman Sanders.  The Committee tapped Morgan
Joseph TriArtisan LLC as its financial advisor.

The stock of CDC Software Corp. was sold for $249.8 million to an
affiliate of Vista Equity Holdings.

The Debtor won a bankruptcy judge's approval of a Chapter 11 plan
under which shareholders are slated to receive as much as $6.10 a
share.

On July 3, 2012, the Debtor and the Official Committee of Equity
Security Holders filed their First Amended Joint Plan of
Reorganization for CDC Corporation that provides for the sale of
all of the Debtor's assets, for the benefit of the Debtor's
creditors and equity interest holders.  Under the Plan, the
Debtor's chief restructuring officer, Marc Watson, will act as the
disbursing agent and reserve from the sale proceeds sufficient
funds to pay all Allowed Claims in full, plus interest, that
remain unpaid.


CHAMPION INDUSTRIES: Has Forbearance from Lenders Until Sept. 30
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that commercial printer and newspaper publisher Champion
Industries Inc. signed a forbearance agreement with bank lenders
owed $33.8 million.

According to the report, the agreement waives a default until
Sept. 30 resulting from non-compliance with cash-flow covenants.

In April, Champion announced hiring a chief restructuring officer
delegated to develop and implement "a plan of reorganization, if
appropriate."  In March, the Huntington, West Virginia-based
company first disclosed violation of the loan covenant.  Fifth
Third Bank is agent on the loan.

                     About Champion Industries

Champion Industries, Inc., is engaged in the commercial printing
and office products and furniture supply business in regional
markets east of the Mississippi River.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, West Virginia
with a total daily and Sunday circulation of approximately 23,000
and 28,000.

Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Champion Industries' ability to
continue as a going concern following the fiscal 2012 annual
results.  The independent auditors noted that the Company has
suffered recurring losses from operations and has been unable to
obtain a longer term financing solution with its lenders.

The Company reported a net loss of $22.9 million in fiscal year
ended Oct. 31, 2012, compared with a net loss of $4.0 million in
fiscal 2011.  Champion reported a $3.5 million net loss for the
quarter ended Jan. 31 on revenue of $22.6 million.

The Company's balance sheet at Jan. 31, 2013, showed
$43.81 million in total assets, $48.73 million in total
liabilities, and a $4.91 million total shareholders' deficit.


CHINA NATURAL: Director Fires Back at Bid to Ax Ch. 11
------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that the China
Natural Gas Inc. board member and his hedge fund that pushed the
company into involuntary bankruptcy proceedings fired back at
allegations that he took those measures in an effort to gain
control of the company, saying the assertions are "farcical."

According to the report, Xiang Dong (Donald) Yang, who owns Abax
Lotus Ltd. and Abax Nai Xin A Ltd., the creditors that sent the
natural gas pipeline operator into Chapter 11, urged a bankruptcy
judge to deny CHNG's motion to dismiss the case.

                        About China Natural

Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural
Gas, Inc., was incorporated in the State of Delaware on March 31,
1999.  The Company through its wholly owned subsidiaries and
variable interest entity, Xi';an Xilan Natural Gas Co., Ltd., and
subsidiaries of its VIE, which are located in Hong Kong, Shaanxi
Province, Henan Province and Hubei Province in the People's
Republic of China ("PRC"), engages in sales and distribution of
natural gas and gasoline to commercial, industrial and residential
customers through fueling stations and pipelines, construction of
pipeline networks, installation of natural gas fittings and parts
for end-users, and conversions of gasoline-fueled vehicles to
hybrid (natural gas/gasoline) powered vehicles at 0ptmobile
conversion sites.

On Feb. 8, 2013, an involuntary petition for bankruptcy was filed
against the Company by three of the Company's creditors, Abax
Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr.
S.D.N.Y. Case No. 13-10419).  The Petitioners claimed that they
have debts totaling $42,218,956.88 as a result of the Company's
failure to make payments on the 5% Guaranteed Senior Notes issued
in 2008.  The Company says it intends to oppose the motion.

Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP, in
Washington, D.C., represents the Petitioners as counsel.


CHINA NATURAL: Xiang Yang Owned 6.2% of Shares as of Feb. 8
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Xiang Dong Yang and his affiliates disclosed
that, as of Feb. 8, 2013, they beneficially owned 1,420,000 shares
of common stock of China Natural Gas, Inc., representing 6.2
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/1HYSO4

                        About China Natural

Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural
Gas, Inc., was incorporated in the State of Delaware on March 31,
1999.  The Company through its wholly owned subsidiaries and
variable interest entity, Xi';an Xilan Natural Gas Co., Ltd., and
subsidiaries of its VIE, which are located in Hong Kong, Shaanxi
Province, Henan Province and Hubei Province in the People's
Republic of China ("PRC"), engages in sales and distribution of
natural gas and gasoline to commercial, industrial and residential
customers through fueling stations and pipelines, construction of
pipeline networks, installation of natural gas fittings and parts
for end-users, and conversions of gasoline-fueled vehicles to
hybrid (natural gas/gasoline) powered vehicles at 0ptmobile
conversion sites.

On Feb. 8, 2013, an involuntary petition for bankruptcy was filed
against the Company by three of the Company's creditors, Abax
Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr.
S.D.N.Y. Case No. 13-10419).  The Petitioners claimed that they
have debts totaling $42,218,956.88 as a result of the Company's
failure to make payments on the 5% Guaranteed Senior Notes issued
in 2008.  The Company says it intends to oppose the motion.

Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP, in
Washington, D.C., represents the Petitioners as counsel.


CHINA NATURAL: Court Approves $815,000 Settlement with SEC
----------------------------------------------------------
The United States District Court for the Southern District of New
York has signed off a settlement agreement between China Natural
Gas, Inc., Mr. Qinan Ji, the Company's former Chairman, and the
Securities and Exchange Commission to settle a lawsuit for
violations of the Securities Exchange Act.

The Company agreed to pay civil penalty of $815,000 to resolve the
lawsuit.  Mr. Ji agreed to pay a civil penalty of $100,000 and to
reimburse China Natural $77,479.

The Company and Mr. Ji submitted the separate offers to the SEC in
an effort to settle the SEC Action without admitting or denying
any allegations against them.  The SEC accepted the Company's and
Mr. Ji's offers of settlement on May 30, 2013.

On June 6, 2013, and as required by the terms of his settlement of
the SEC Action, Mr. Ji stepped down as the Chairman and resigned
as a member of the Company's Board of Directors.

The lawsuit stemmed from the Company's and Mr. Ji's failure to
disclose the real beneficiaries of the loans they made in January
2010 totaling $14.3 million.  The SEC Action alleged that the true
and undisclosed purpose of the loans was to benefit a company
called Xi'an Demaoxing Real Estate Co., Ltd., and that Demaoxing
was 90 percent owned by Mr. Ji's son and 10 percent owned by Mr.
Ji's nephew.

The case is Securities and Exchange Commission v. China Natural
Gas and Qinan Ji, U.S. District Court, Southern District of New
York, No. 12-03824.

                         About China Natural

Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural
Gas, Inc., was incorporated in the State of Delaware on March 31,
1999.  The Company through its wholly owned subsidiaries and
variable interest entity, Xi';an Xilan Natural Gas Co., Ltd., and
subsidiaries of its VIE, which are located in Hong Kong, Shaanxi
Province, Henan Province and Hubei Province in the People's
Republic of China ("PRC"), engages in sales and distribution of
natural gas and gasoline to commercial, industrial and residential
customers through fueling stations and pipelines, construction of
pipeline networks, installation of natural gas fittings and parts
for end-users, and conversions of gasoline-fueled vehicles to
hybrid (natural gas/gasoline) powered vehicles at 0ptmobile
conversion sites.

On Feb. 8, 2013, an involuntary petition for bankruptcy was filed
against the Company by three of the Company's creditors, Abax
Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr.
S.D.N.Y. Case No. 13-10419).  The Petitioners claimed that they
have debts totaling $42,218,956.88 as a result of the Company's
failure to make payments on the 5% Guaranteed Senior Notes issued
in 2008.  The Company says it intends to oppose the motion.

Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP, in
Washington, D.C., represents the Petitioners as counsel.


CHINA TELETECH: Yau Kwong Lee Quits From Board
----------------------------------------------
Yau Kwong Lee submitted a resignation letter as director of China
Teletech Holding, Inc., to the Company's board of directors,
effective June 6, 2013.  Mr. Lee's resignation was not a result of
any disagreement with the Company on any matter relating to the
Company's operations, policies or practices.

                       About China Teletech

Tallahassee, Fla.-based China Teletech Holding, Inc., is a
national distributor of prepaid calling cards and integrated
mobile phone handsets and a provider of mobile handset value-added
services.  The Company is an independent qualified corporation
that serves as one of the principal distributors of China Telecom,
China Unicom, and China Mobile products in Guangzhou City.

On June 30, 2012, the Company strategically sold its wholly-owned
subsidiary, Guangzhou Global Telecommunication Company Limited
("GGT"), to a third party.  GGT was engaged in the trading and
distribution of cellular phones and accessories, prepaid calling
cards, and rechargeable store-value cards.

China Teletech disclosed net income of US$53,542 on US$26.62
million of sales for the year ended Dec. 31, 2012, as compared
with a net loss of US$348,124 on US$18.84 million of sales for the
year ended Dec. 31, 2011.

The Company's balance sheet at March 31, 2013, showed
$2.29 million in total assets, $2 million in total liabilities and
$297,675 in total stockholders' equity.

WWC, P.C., in San Mateo, California, issued a "going concern"
qualification on the consolidated financial statements for the
period ended March 31, 2013.  The independent auditors noted that
the Company has incurred substantial losses, and has difficulty to
pay the PRC government Value Added Tax and past due Debenture
Holders Settlement, all of which raise substantial doubt about its
ability to continue as a going concern."


CIRCLE STAR: Transfers Leases to Cottonwood to Settle Lawsuit
-------------------------------------------------------------
Circle Star Energy Corp. was served with a complaint (Civil Action
No. 12-CV-327-CVE-PJC) filed in the United States District Court
for the Northern District of Oklahoma by Cottonwood Natural
Resources, Ltd., in June 2012.  Cottonwood alleged breach of
contract and fraud in connection with a Purchase and Sale
Agreement dated April 19, 2012, between the Company and Cottonwood
related to the purchase of certain oil and gas interests in
approximately 14,640 acres in Finney County, Kansas.  Cottonwood
filed the complaint after the Company's termination of the
Cottonwood Purchase Agreement, which resulted from the Company's
determination that Cottonwood had options to title to less than
12,908.46 net acres and had failed to disclose all material facts
related to the Finney Property.  Cottonwood sought damages of at
least $4,324,180.

Effective May 31, 2013, the Company transferred some of its non-
producing leases covering lands in Sheridan County, Kansas, in
which it has no intentions to drill, to Cottonwood to dispose of
the lawsuit.

                         About Circle Star

Fort Worth, Tex.-based Circle Star Energy Corp. (OTC BB: CRCL)
owns royalty, leasehold, operating, net revenue, net profit,
reversionary and other mineral rights and interests in certain oil
and gas properties in Texas.  The Company's properties are in
Crane, Scurry, Victoria, Dimmit, Zavala, Grimes, Madison,
Robertson, Fayette, and Lee Counties.

As reported by the Troubled Company Reporter on Aug. 17, 2012,
Hein & Associates LLP, in Dallas, Texas, expressed substantial
doubt about Circle Star's ability to continue as a going concern
its report on the Company's financial statements for the fiscal
year ended April 30, 2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a working capital deficit.

The Company's balance sheet at Jan. 31, 2013, showed $4.74 million
in total assets, $5.49 million in total liabilities and a $754,119
total stockholders' deficit.


COMMERCIAL REAL ESTATE: Case Summary & Unsecured Creditor
---------------------------------------------------------
Debtor: Commercial Real Estate Investment Group, Corp.
        4801 Linton Boulevard, Suite 11A No. 643
        Delray Beach, FL 33445

Bankruptcy Case No.: 13-23261

Chapter 11 Petition Date: June 4, 2013

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

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Brad Culverhouse, Esq.
                  320 S. Indian River Drive, # 100
                  Fort Pierce, FL 34950
                  Tel: (772) 465-7572
                  E-mail: bradculverhouselaw@gmail.com

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

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

Affiliate that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Metro & Sivan, LLC                      13-23262
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Donato W. Casale, managing member.

Affiliates that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Casale Marble Imports, Inc.           13-21220            05/14/13
Casale Marble Imports, Inc.           08-19689            07/14/08
Donato Walter Casale                  13-23240            06/03/13

A. Commercial Real Estate Investment's list of its largest
unsecured creditors filed with the petition contains only one
entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
PNC Bank National Association      --                   $2,008,148
222 Deleware Avenue
Wilmington, DE 19899

B. A copy of Metro & Sivan's list of its two unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flsb13-23262.pdf


COMPETITIVE TECHNOLOGIES: Amends 2012 Annual Report
---------------------------------------------------
Competitive Technologies, Inc., has amended its annual report on
Form 10-K for the period ended Dec. 31, 2012.  The amendment was
filed solely for the purpose of filing the financial statements in
the required interactive data (XBRL) format.  There is no other
material change to the 10-K for the year ended Dec. 31, 2012.  A
copy of the Amended Form 10-K is available at http://is.gd/GavZi3

                   About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

Competitive Technologies incurred a net loss of $3 million on
$546,139 of gross profit from product sales in 2012, as compared
with a net loss of $3.59 million on $1.86 million of gross profit
from product sales in 2011.  As of Dec. 31, 2012, the Company had
$4.77 million in total assets, $8.8 million in total liabilities
and a $4.02 million total shareholders' deficit.

Mayer Hoffman McCann CPAs (The New York Practice of Mayer Hoffman
McCann P.C.), in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that at Dec. 31,
2012, the Company has incurred operating losses since fiscal year
2006.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


COOPER BOOTH: Continued Hearing on Cash Collateral Set Today
-----------------------------------------------------------
A continued hearing on a motion filed by Cooper-Booth Wholesale
Company, L.P., et.al., to use cash collateral and provide adequate
protection is set for today, June 11, 2013, at 11:00 a.m. at nix5
- Courtroom #5.

Cooper-Booth Wholesale Company, L.P. and two affiliates sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in
Philadelphia on May 21, 2013, after the U.S. government seized its
bank accounts to recover payments made by a large customer caught
smuggling Virginia-stamped cigarettes into New York.

Serving the mid-Atlantic region, Cooper Booth is one of the top 20
convenience store wholesalers in the country.  Cooper supplies
cigarettes, snacks, beverages and other food items from Hershey's,
Lellogg's, Bic, and Mars to convenience stores.  Cooper Booth has
been in the wholesale distribution business since 1865 when the
Booth Tobacco Company was incorporated in Lancaster, Pennsylvania.
The company has been family owned and operated for three
generations.

Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer
Karalis, P.C., in Philadelphia, serve as bankruptcy counsel.
Executive Sounding Board Associates, Inc., is the financial
advisor.  Blank Rome LLP will represent the Debtor in negotiations
with federal agencies concerning the seizure warrant.

The Debtor estimated assets of at least $50 million and
liabilities of at least $10 million as of the bankruptcy filing.

As of the Petition Date, the Debtors' total consolidated funded
senior debt obligations were approximately $10.7 million and
consisted of, among other things, $7.72 million owing on a
revolving line of credit facility, $2.83 million owing on a line
of credit for the purchase of equipment, and $166,000 due on a
corporate VISA Card.  PNC Bank asserts that the letter of credit
facility is secured by all personal property owned by Wholesale.
Unsecured trade payables totaled $22.8 million as of May 21, 2013.


CORALVILLE, IOWA: Moody's Lowers Rating on Revenue Bonds to Ba1
---------------------------------------------------------------
Moody's has downgraded to Ba1 from Baa2, the rating on the City of
Coralville's (IA) Annual Appropriation Urban Renewal Tax Increment
Revenue Bonds, Series 2007C. The bonds have $30.0 million of
outstanding principal. The outlook remains negative.

Concurrent with this ratings change, Moody's has downgraded the
city's general obligation debt to Baa2 from A3, its sewer
enterprise revenue rating to Baa2 (issuer rating) from A3 (issuer
rating), and its water enterprise revenue rating to Baa2 from A3.

Rating Rationale:

The bonds are secured by a pledge of tax increment financing (TIF)
revenues from the city's Mall/Highway 6 Urban Renewal Area,
subject to annual appropriation. The downgrade reflects the
heavily-leveraged nature of the Mall/Highway 6 Urban Renewal Area
(URA), which supports other city debt and contractually-obligated
rebate agreements in addition to the TIF bonds. The downgrade
additionally reflects the risk of non-appropriation, which allows
the city to prioritize other obligations above the TIF bonds,
though officials have indicated plans to continue to appropriate
for all obligations. The rating additionally incorporates the
inconsistent growth trend of tax increment revenues generated from
the relatively large project area; satisfactory senior lien
coverage on TIF bonds with narrow coverage on total obligations; a
cash-funded debt service reserve fund; and the passive nature of
the tax increment revenue stream.

The negative outlook reflects the risk that the urban renewal area
may not be equipped to handle potential future stressors given
that it is heavily leveraged, with escalating debt service over
the near term. It also reflects the potential for continued
support of hotel/conference center debt service payments.

Strengths

- Sizeable captured value of Mall/Highway 6 Urban Renewal Area,
   encompassing nearly one quarter of the city's tax base value

- Ongoing development within the urban renewal area

Challenges

- Bonds are subject to annual appropriation

- Urban Renewal Area is heavily-leveraged with use of reserves to
   cover total obligations in fiscal 2013

- Underperforming city-owned hotel, which has relied on TIF
   revenues to cover debt service shortfalls in recent years

Outlook

The negative outlook reflects the risk that the urban renewal area
may not be equipped to handle potential future stressors given
that it is heavily leveraged, with escalating debt service over
the near term. It also reflects the potential for continued
support of hotel/conference center debt service.

What could change the rating - UP (or removal of the negative
outlook)

- Significant growth in valuations in the urban renewal area,
   mitigating the effects of expected future borrowing

- Sustained better than one times coverage of total obligations
   of the urban renewal area

- Demonstration of improvement in hotel's financial operations
   and its ability to support debt service payments

- Development of long-term plans and/or debt policies that
   address the increased leveraging of the urban renewal area

What could change the rating - DOWN?

  - Further leveraging of the urban renewal area through
    additional debt

  - Demonstrated inability of the URA to cover total debt service
    and other obligations

  - Continued reliance on one-time solutions to cover debt service
    obligations for hotel

  - Material valuation declines in the urban renewal area

Principal Methodology

The rating was reviewed by evaluating factors believed to be
relevant to the credit profile of the issuer such as i) the
business risk and competitive position of the issuer versus others
within its industry or sector, ii) the capital structure and
financial risk of the issuer, iii) the projected performance of
the issuer over the near to intermediate term, iv) the issuer's
history of achieving consistent operating performance and meeting
budget or financial plan goals, v) the nature of the dedicated
revenue stream pledged to the bonds, vi) the debt service coverage
provided by such revenue stream, vii) the legal structure that
documents the revenue stream and the source of payment, and viii)
the issuer's management and governance structure related to
payment. These attributes were compared against other issuers both
within and outside of the utility's core peer group and the
utility's rating is believed to be comparable to ratings assigned
to other issuers of similar credit risk.


CORALVILLE, IOWA: Moody's Cuts Annual Appropriation Rating to Ba1
-----------------------------------------------------------------
Moody's Investors Service has downgraded the City of Coralville's
(IA) long term GOULT rating to Baa2 from A3 and its general
obligation annual appropriation and certificates of participation
ratings to Ba1 from Baa2.

Concurrently, Moody's has downgraded the short term rating on
Series 2011G Bond Anticipation Notes to MIG 3 from MIG 2. Post-
sale, the city will have outstanding $61.3 million of long term
general obligation unlimited tax debt, $55.3 million of annual
appropriation general obligation debt, $63.6 million of
certificates of participation and $32.7 million of short term
debt, in the form of BANs and bank loans.

Concurrent with these ratings changes, Moody's has downgraded the
city's tax increment financing (TIF) revenue debt to Ba1 from
Baa2, its sewer enterprise revenue rating to Baa2 (issuer rating)
from A3 (issuer rating), and its water enterprise revenue rating
to Baa2 from A3.

Rating Rationale:

The Series 2013A bonds are ultimately secured by the city's
general obligation unlimited tax pledge. Proceeds of the Series
2013A bonds will be used to finance various capital improvement
projects. The Baa2 GOULT rating reflects the city's markedly
elevated debt burden and highly leveraged TIF districts, with only
limited financial cushion to shield against future stress. It
additionally reflects the city's already substantial contingent
liabilities--and its near-term plans that will further increase
this exposure-- along with short-term debt that requires market
access for refinancing.

The city has a history of issuing debt for non-essential
government purposes, including the construction of a hotel, golf
course, performing arts center, and brewery, all of which are
city-owned. The city has further plans to issue debt to finance
non-essential purposes that includes incentive payments to a
private company and acquisition of developer-owned retail space.
Finally, the rating incorporates the city's strong regional
economy with above average socioeconomic indices and ongoing
growth in property valuations.

The Ba1 rating on the city's outstanding certificates of
participation and annual appropriation general obligation bonds is
notched twice off the city's Baa2 general obligation rating,
reflecting the risk of non-appropriation as well as the lack of
pledged assets and/or non-essential nature of the financed
projects. These include the golf course, hotel and conference
center, and performing arts center, as well as commercial office
space. The rating additionally incorporates the reputational risk
that the city would incur if it did not appropriate to pay the
bonds in any year, a factor Moody's believes is especially
critical to management given the city's frequent borrowings that
require regular access to the capital markets. The MIG 3 BAN
rating reflects the need for the city to access the capital
markets in order to redeem its short-term notes and bank loans,
and Moody's expectation that the city will continue to experience
market access. Also incorporated into the MIG3 rating is the
city's long-term general obligation credit quality.

The negative outlook reflects Moody's expectation that the city
will continue to issue debt for economic development projects of a
non-essential nature. The outlook additionally incorporates the
leveraged nature and narrow liquidity of the city's enterprises
and urban renewal areas, which limits the city's ability to
respond to unforeseen stressors.

Strengths

- Stable economy benefitting from favorable location adjacent to
   Iowa City (Aaa) and University of Iowa (revenue debt rated
   Aa1/stable outlook)

- Improved General Fund and government-wide liquidity

Challenges

- Substantially leveraged tax base

- Outsized annual debt service expenditures relative to the
   city's annual operating budget

- Elevated enterprise risk exposure through ownership of various
   non-essential enterprises, including an underperforming city-
   owned hotel

- Imminent property tax reform measures, which place new limits
   on property tax revenues and make city reliant on state
   reimbursements

Outlook:

The negative outlook reflects Moody's expectation that the city
will continue to issue debt for economic development projects of a
non-essential nature. The outlook additionally incorporates the
leveraged nature and narrow liquidity of the city's enterprises
and urban renewal areas, which limits the city's ability to
respond to unforeseen stressors.

What could change the rating - UP
(or removal of the negative outlook)

- Sizeable reduction in the city's debt burden

- Reduction in enterprise risk, through improved operations of
   existing enterprises and/or a reduction in the city's stake in
   economic development

- Development of long-term plans and/or debt policies that
   address the increasing leverage of the tax base

- Substantially improved liquidity, providing adequate financial
   cushion relative to the size of the city's annual debt service

What could change the rating - DOWN

- Narrowing of city's liquidity position

- Further leveraging of the city's tax base through growth in the
   debt burden

- Continued reliance on one-time solutions to cover debt service
   obligations -Increased involvement in enterprises that are non-
   essential to municipal operations

Moody's Rating:

Issue: General Obligation Corporate Purpose Bonds, Series 2013A;
Rating: Baa2; Sale Amount: $1,400,000; Expected Sale Date: 06-20-
2013; Rating Description: General Obligation

Principal Methodology

The principal methodology used in the general obligation rating
was General Obligation Bonds Issued by US Local Governments
published in April 2013. The principal methodology used in this
lease rental rating was The Fundamentals of Credit Analysis for
Lease-Backed Municipal Obligations published in December 2011. The
principal methodology used in this short term rating was Bond
Anticipation Notes and Other Short-Term Capital Financings
published in May 2007.


CRYOPORT INC: Cryoport Doubles Revenues for Fiscal 2013
-------------------------------------------------------
Cryoport, Inc., announced preliminary financial results for the
fiscal fourth quarter and year ended March 31, 2013.  Revenues for
fiscal 2013 were $1.1 million, an increase of 98 percent, compared
with revenues of $556,000 in fiscal 2012.  Operating expenses in
fiscal 2013 were $5.8 million, down 12 percent, compared with
operating expenses of $6.6 million in fiscal 2012.  Excluding
stock-based expenses, operating expenses in fiscal 2013 were $5.1
million, down 15 percent, compared with $6 million in fiscal 2012.
The net loss in fiscal 2013 was $6.4 million, compared with a net
loss of $7.8 million in fiscal 2012.

In the fourth quarter of fiscal 2013 revenues were $368,000, up
108 percent, compared with revenues of $177,000 in the fourth
quarter of fiscal 2012.

Cryoport's Chief Executive Officer, Jerrell Shelton, commented,
"I'm pleased to report that in fiscal 2013, we moved forward on
all fronts.  We are seeing the beginning of the positive impact of
our expanded customer-centric business model offering a full range
of cold chain logistics solutions. Sales growth accelerated
throughout fiscal 2013 due to consistent performance from our
sales team and some large client wins.  We have had six
consecutive quarters of revenue growth, doubled our customer base
over the past twelve months, continued to penetrate the In Vitro
Fertilization market, and are expanding partnerships to extend
Cryoport's sales and marketing reach.  Those trends are continuing
in fiscal 2014, and based on our current annualized revenue run
rate of $1.8 million, planning discussions with clients, and the
eventual raising of additional capital, we expect revenue in
fiscal 2014 to grow at an accelerated pace.

"Moving forward, we will maintain our long-term view of the market
opportunity and stay true to our strategic plan.  Our goal is to
be the leading provider of logistics services to the biotech and
life sciences industries.  We are successfully transitioning from
a 'one service fits all' approach to being a logistics solutions
company developing customized plans to meet client-defined needs.
In addition to sales of our basic turnkey solution, our customer-
integrated solution is being particularly well received, and we
also have customers utilizing our customer-staged, customer-
managed, and distribution partner models.  We are experiencing
increased attention from integrators and freight forwarders, which
provides us with additional opportunities for revenue producing
partnerships.  We are also in the early stages of making inroads
into animal husbandry.

"In fiscal 2014 and beyond, I believe we can drive shareholder
value by becoming even more effective in increasing market
awareness, serving customer needs, efficiently managing expenses,
and prudently investing capital raised in support of our growth
plans.  The Cryoport team is motivated for success."

Robert Stefanovich, chief financial officer, said, "In addition to
our new customer growth, our fiscal 2013 results reflect our
diligence on the management of expenses.  We are continually
examining all opportunities to better align our costs with revenue
generation."

The Company intends to report full financial results for fiscal
2013 on Form 10K during the last week of June 2013.

                           About Cryoport

Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries.  Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.

As reported in the TCR on June 29, 2012, KMJ Corbin & Company LLP,
in Costa Mesa, California, expressed substantial doubt about
CryoPort's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred recurring
operating losses and has had negative cash flows from operations
since inception.  "Although the Company has working capital of
$4,024,120 and cash & cash equivalents of $4,617,535 at March 31,
2012, management has estimated that cash on hand, which include
proceeds from the offering received in the fourth quarter of
fiscal 2012, will only be sufficient to allow the Company to
continue its operations only into the fourth quarter of fiscal
2013.  These matters raise substantial doubt about the Company's
ability to continue as a going concern."

For the nine months ended Dec. 31, 2012, the Company incurred a
net loss of $4.66 million on $732,049 of net revenues, as compared
with a net loss of $6.16 million on $378,718 of net revenues for
the same period a year ago.  The Company's balance sheet at Dec.
31, 2012, showed $1.73 million in total assets, $2.28 million in
total liabilities and a $550,726 total stockholders' deficit.


DBI HOUSING: Ct. Says Los Angeles Asset Has Enough Equity Cushion
-----------------------------------------------------------------
A California bankruptcy judge denied a motion for relief from the
automatic stay in the bankruptcy case of DBI Housing, Inc., in
relation to a property located at 4219-4225 South Hoover St., in
Los Angeles, California.

The Motion for Relief was brought by Little Medici, LLC.  The
parties disagree on the value of the Property.  Little Medici
sought the stay relief alleging lack of adequate protection of its
lien in the Property in the amount of $428,267, among other
things.

"Because the court determines the value of the subject property to
be $510,000, there is equity of $81,733 net of movant's lien,
creating an equity cushion of approximately 16%. The court
determines that this is a sufficient equity cushion to adequately
protect movant's lien . . . ," Bankruptcy Judge Robert Kwan said
in a May 22, 2013 decision available at http://is.gd/H7hXT3from
Leagle.com.

As a separate matter, Judge Kwan finds that 11 U.S.C. Sec.
362(d)(3) does not apply to the Debtor because the property is not
Single Asset Real Estate (SARE) within the meaning of that section
or 11 U.S.C. Sec. 101(51B).

Roksana Moradi, Esq. of SIMON RESNIK HAYES LLP appeared at the
hearing on the Debtor's behalf.

Chad Biggins, Esq. of the LAW OFFICES of CHAD BIGGINS appeared on
behalf of Little Medici.


DEJOUR ENERGY: Amends 2011 Annual Report to Address SEC Comments
----------------------------------------------------------------
Dejour Energy Inc. filed on June 6, 2013, Amendment No. 2 to its
annual report on Form 20-F for the year ended Dec. 31, 2011,
originally filed with the Securities and Exchange Commission on
April 30, 2012, and amended on May 23, 2012, in order to address
certain comments received from the Staff of the SEC.

This Amendment No. 2 does not amend, update or restate any other
information or disclosure included in the Original Report, as
amended, or reflect any events that have occurred after the
initial filing date of the Original Report, as amended.

The Company reported a net loss of C$11.0 million on C$7.2 million
of total revenues and other income in 2011, compared to a net loss
of C$5.1 million on C$6.9 million of total revenues and other
income in 2011.

The Company's balance sheet at Dec. 31, 2011, showed
C$29.4 million in total assets, C$13.1 million in total
liabilities, and shareholders' equity of C$16.3 million.

A copy of the Form 20-F/A is available at http://is.gd/WiYkbB

                        About Dejour Energy

Dejour Energy Inc. is an independent oil and natural gas
exploration and production company operating projects in North
America's Piceance Basin and environs (approximately 117,500 net
acres) and Peace River Arch regions (approximately 7,500 net
acres).

Dejour maintains offices in Denver, U.S.A., Calgary and Vancouver,
Canada.  The Company is publicly traded on the New York Stock
Exchange MKT (NYSE MKT: DEJ) and Toronto Stock Exchange (TSX:
DEJ).

                          *     *     *

As reported in the TCR on July 18, 2012, BDO Canada LLP, in
Calgara, Canada, said in their audit report, dated March 29, 2012,
for the period ended Dec. 31, 2011: ?Without qualifying our audit
opinion, we draw attention to Note 2 in the consolidated financial
statements that indicates that the Company has a working capital
deficiency of C$7,756,435 and an accumulated deficit of
C$76,509,825. These conditions, along with the other matters
described in Note 2, raise substantial doubt about the Company's
ability to continue as a going concern.?


DELTEK INC: S&P Rates Proposed $630MM First Lien Debt 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating and '3' recovery rating to Deltek Inc.'s proposed
$630 million first-lien credit facility (consisting of a
$30 million revolver due 2017 and $600 million term loan due
2019).  The issue rating is the same as S&P's 'B' corporate credit
rating on Deltek.  The '3' recovery rating indicates S&P's
expectation for meaningful (50% to 70%) recovery for lenders in
the event of a payment default.

S&P also assigned a 'CCC+' issue-level rating (two notches below
the corporate credit rating) and '6' recovery rating to the
company's proposed $280 million second-lien term loan due 2020.
The '6' recovery rating indicates S&P's expectation for negligible
(0% to 10%) recovery for lenders in the event of a payment
default.

The company will use the new debt proceeds, along with cash on
hand, to refinance its existing first- and second-lien debt and
finance an approximately $242 million dividend to shareholders.

S&P has maintained its recovery rating assumptions and estimated
default-level recovery valuation from its March 29, 2013, recovery
analysis.  However, S&P notes that the new debt will carry lower
interest rates and the new credit agreements will not contain any
financial maintenance covenants, but rather only a springing
maximum net leverage ratio, which becomes effective when 20% or
more of the revolver commitments are outstanding.

S&P's estimated recovery percentage for first-lien debt moves to
the low end of its 50% to 70% range when factoring in the
$150 million of additional debt in the capital structure, from the
low end of its 70% to 90% range previously.  If the company were
to incur any additional first-lien or other priority debt, S&P
would likely make further downward revisions to the first-lien
recovery rating.

The proposed incremental second-lien debt has no bearing on S&P's
assessment of recovery prospects for second-lien debt holders, as
it had already estimated that second-lien debt holders would
receive little to no recovery in bankruptcy in its prior analysis.

"Our corporate credit rating and outlook on the company are
unchanged by the proposed transaction and continue to reflect the
company's "weak" business risk and "highly leveraged" financial
risk profiles.  The financial risk assessment is based on the
company's moderate free cash flow generation; its aggressive,
private equity-led financial policies; and its highly leveraged
balance sheet.  The additional debt increases our 12-months-ended
March 31, 2013, pro forma leverage (pro forma for the proposed
debt and some prospective cost savings from recent restructuring
initiatives) to about 7.8x from about 6x, but the ratio of free
operating cash flow to debt remains in the 4%-7% range, as the
incremental debt partially offsets lower interest expense.  Both
of these metrics are still within the parameters of our current
financial risk profile and corporate credit rating assessments,
and we view this as peak leverage at the current rating and
outlook, and expect leverage to decline to the low-7x area by the
end of 2013.  As stated in our latest outlook (see Standard &
Poor's summary analysis on Deltek published on March 29, 2013, on
RatingsDirect), we would consider negative rating actions if
leverage were sustained above 8.5x, potentially due to operational
pressures or more aggressive financial policies," S&P said.

"The "weak" business risk assessment incorporates the company's
limited scale in the highly competitive enterprise resource
planning (ERP) software market and large exposure to Federal
budget uncertainty and commercial and residential construction
patterns.  These negative credit attributes are partly offset by
the company's strong position in the project and portfolio
management software sub-segment of the ERP market; improved
product, geographic, and end-market diversity; and meaningful
recurring revenue base supported by solid customer retention
rates," S&P added.

RATINGS LIST

Deltek Inc.
Corporate credit rating                      B/Stable/--

Ratings Assigned
Deltek Inc.
Senior secured
  $30 mil. first-lien revolver due 2017       B
    Recovery rating                           3
  $600 mil. first-lien term loan due 2019     B
    Recovery rating                           3
  $280 mil. second-lien term loan due 2020    CCC+
    Recovery rating                           6


DETROIT, MI: U.S. Funds to Aid Teardown of Buildings
----------------------------------------------------
Steve Neavling, writing for Reuters, reported that the city of
Detroit bears the scars of its 60-year population decline -- more
than 80,000 abandoned houses, factories and businesses -- and a
slice of a new $100 million fund could help salve some of those
open wounds.

Pledging to "aggressively address blight" in a state slammed by
the ailing auto industry, Michigan Governor Rick Snyder announced
plans to finance large-scale demolitions in Detroit and four other
struggling cities with $100 million in unused federal funds
originally intended to prevent foreclosures, according to the
report.

The U.S. Department of the Treasury approved the proposal
Thursday, the report related. The Michigan State Housing
Development Authority estimates the project will finance the
demolition of about 4,000 structures in Detroit and four other
faded industrial cities: Flint, Grand Rapids, Pontiac and Saginaw.

"We will be stabilizing neighborhoods with a large-scale
demolition of the abandoned properties that foster crime and push
down property values," Snyder said, according to the report.
"Getting rid of these properties will encourage more people to
stay in their homes and be part of the effort to improve their
neighborhoods."

Michigan was among 18 states to share in $7.6 billion as part of
the so-called Hardest Hit Fund, which helped with mortgage
modifications and payments, the report said. But Michigan has
spent less than $100 million of the $500 million since 2010,
according to the Michigan State Housing Development Authority.

Detroit Mayor Dave Bing welcomed the money, according to the
report.


DISCOVER COMMONS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Discover Commons, LLC
        P.O. Box 122
        Duluth, GA 30096

Bankruptcy Case No.: 13-62414

Chapter 11 Petition Date: June 4, 2013

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Paul J. Dzikowski, Esq.
                  PAUL J. DZIKOWSKI, P.C.
                  5425 Peachtree Parkway
                  Norcross, GA 30092
                  Tel: (678) 906-4120

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Simon K. Chan, manager.


DOME HYDROCARBON: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Dome Hydrocarbon, L.C.
        3121 Buffalo Speedway, #6108
        Houston, TX 77098

Bankruptcy Case No.: 13-80231

Chapter 11 Petition Date: June 3, 2013

Court: United States Bankruptcy Court
       Southern District of Texas (Galveston)

Judge: Letitia Z. Paul

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  ROGERS & ANDERSON, PLLC
                  1415 North Loop West, Ste 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  E-mail: brogers@ralaw.net

Scheduled Assets: $6,828,763

Scheduled Liabilities: $18,719,753

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/txsb13-80231.pdf

The petition was signed by Rodman Eggen, manager.


DUNE ENERGY: Highbridge, et al., to Resell 6-Mil. Common Shares
---------------------------------------------------------------
Dune Energy, Inc., said that Simplon International Limited,
Highbridge International, LLC, West Face Long Term Opportunities
Global Master L.P., et al., may resell of up to 6,249,996 shares
of common stock, par value $0.001 per share, of the Company.

The timing and amount of any sale are within the sole discretion
of the selling stockholders.  The selling stockholders may sell
the common stock directly or through underwriters, brokers or
dealers or through a combination of these methods.  The selling
stockholders will pay commissions or discounts to underwriters,
brokers or dealers in amounts to be negotiated prior to the sale.

The Company will not receive any of the proceeds from the sale of
the common stock offered by the selling stockholders.

The Company's common stock is traded on the OTC Bulletin Board
under the symbol "DUNR."  On June 6, 2013, the closing price of
the Company's common stock on the bulletin board was $1.70.

A copy of the Form S-1 prospectus is available at:

                        http://is.gd/tRPkKs

                         About Dune Energy

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

Dune Energy disclosed a net loss of $7.85 million in 2012, as
compared with a net loss of $60.41 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $270.01 million in total
assets, $124.76 million in total liabilities and $145.25 million
in total stockholders' equity.


DYNEGY INC: Managers & Directors Held Immune from Lawsuits
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that releases providing officers and directors of Dynegy
Inc. with immunity from lawsuits were upheld by a federal district
judge in New York.

According to the report, Dynegy's confirmed Chapter 11 plan gave
releases to Dynegy's managers preventing third parties from suing.
The plan gave creditors the right to opt out and pursue lawsuits.
A purported class-action securities lawsuit was pending in federal
court against Dynegy executives.  The class hadn't been certified
although a lead plaintiff was selected.

The report notes that the lead plaintiff objected to the plan and
the releases barring third-party suits such as the class suit.
Chief Bankruptcy Judge Cecelia G. Morris denied the objection and
was upheld on June 4 by District Judge John G. Koeltl in New York.
Following the same logic as Judge Morris, Judge Koeltl said that
the lead plaintiff didn't have standing, or the right to object on
behalf of all shareholders.  He said that "failure to seek the
application of a class-action rendered him unable to represent a
class that had never been designated by the bankruptcy court."

The report shares that Judge Koeltl similarly concluded that
designation as lead plaintiff didn't confer the right to represent
all shareholders in bankruptcy court.  Even had the district court
lawsuit been certified as a class action, Judge Koeltl said the
lead plaintiff still couldn't have represented the entire class in
bankruptcy court absent a separate ruling by the bankruptcy judge
invoking class-action status.

The report notes that the lead plaintiff had opted out of the
releases.  Because opting out meant the lead plaintiff wasn't
affected by the waiver of claims, Judge Koeltl said he didn't have
so-called standing to appeal on behalf of those who didn't opt
out.

The appeal is Lucas v. Dynegy Inc. (In re Dynegy Inc.), 12- cv-
08908, U.S. District Court, Southern District of New York
(Manhattan).

                          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.

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 Holdings and its parent, Dynegy Inc., completed their
Chapter 11 reorganization and emerged from bankruptcy Oct. 1,
2012.  Under the terms of the DH/Dynegy Plan, DH merged with and
into Dynegy, with Dynegy, Inc., remaining as the surviving entity.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., won confirmation of
their plan of liquidation in March 2013, allowing the former
operating units of Dynegy to consummate a settlement agreement
resolving some lease trustee claims and sell their facilities.


EASTMAN KODAK: Stock-Drop Plaintiffs Want Say on Ch. 11 Plan
------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that a proposed class
of Eastman Kodak Co. employees suing the bankrupt photography
icon's top executives and directors for investing in company stock
even as it careened toward bankruptcy objected to the company's
disclosure statement, saying it snubs their claims.

According to the report, proposed lead plaintiff Mark Gedek and
others say that Kodak's disclosure statement -- released on April
30 along with a proposed plan of reorganization -- fails to say
how their ERISA claim would be classified and handled under the
plan.

                        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.

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.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

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.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a proposed reorganization
plan offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.

There will be a hearing on June 13 for the U.S. Bankruptcy Court
in New York to consider approving disclosure materials so
creditors can begin voting on Kodak's plan.


EDISON MISSION: Discloses Confidential Info. on Restructuring
-------------------------------------------------------------
EME entered into non-disclosure agreements with certain of its
senior unsecured noteholders for the purpose of facilitating
discussions between and among EME and Midwest Generation, LLC, the
noteholders and the owner participants under the Facility Lease
Agreements related to the Powerton and Joliet generating stations
in Illinois concerning terms of various potential restructuring
alternatives with respect to certain of the Debtors' obligations
under the Lease Agreements.

Pursuant to the non-disclosure agreements, EME agreed to publicly
disclose confidential information relating to the discussions
concerning the Potential Restructuring Alternatives.  The
information includes certain tax indemnity agreements, certain
schedules that are part of the Lease Agreements, and certain
materials prepared by Houlihan Lokey, financial advisor to an ad
hoc group that includes the Noteholders, setting forth a summary
of the Potential Restructuring Alternatives presented by the
Debtors, the Owner Participants and, most recently, the
Noteholders.  None of the Potential Restructuring Alternatives
have been agreed to by any of the parties.

Copies of the Agreements are available for free at:

                         http://is.gd/t3lSrx
                         http://is.gd/AxH6CQ
                         http://is.gd/9ebiUr
                         http://is.gd/27LKaV
                         http://is.gd/MKVyBy
                         http://is.gd/pknVQ5
                         http://is.gd/FohS00
                         http://is.gd/RPuts3
                         http://is.gd/drkktD

                        About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.

Kirkland & Ellis LLP is serving as legal counsel to EME, Perella
Weinberg Partners, LP is acting as financial advisor and McKinsey
Recovery & Transformation Services U.S., LLC is acting as
restructuring advisor.  GCG, Inc., is the claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by the law firms Akin Gump and Perkins
Coie.  The Committee also has tapped Blackstone Advisory Partners
as investment banker and FTI Consulting as financial advisor.

EME said it doesn't plan to emerge from Chapter 11 until December
2014 to receive benefits from a tax-sharing agreement with parent
Edison International Inc.


ELBIT IMAGING: Bank of Hapoalim Demands Payment of $58.1 Million
----------------------------------------------------------------
Elbit Imaging Ltd. has received a letter on June 5, 2013, from
Bank Hapoalim B.M., demanding repayment within seven days of the
outstanding balance of approximately $58.15 million due primarily
under the loans made by the Bank to the Company, without
prejudicing its right under any other loan facility to which the
Company is a party as a guarantor or otherwise.  The Bank stated
that it was taking this action in light of the Company's alleged
breaches under the Loans, including, inter alia, non-payment to
the Bank on March 31, 2013, of approximately $14.5 million,
failure to satisfy certain financial covenants under the Loans,
adverse change in the financial status of the Company etc.  In
addition, the Bank has stated that it had offset a deposit in the
amount of approximately $7.9 million in the Bank's accounts
against the Loans.

The Bank has also notified the Company that should that repayment
will not be made within seven days, the Bank will be entitled to
take all actions necessary in order to protect its rights and
collect the amounts due to it under the Loans, including by means
of exercising of its collaterals against the Company.

It should be noted that the Bank holds a first ranking fixed
pledge and charge over approximately 86 million shares (~29
percent) of Plaza Centers N.V., 100 percent of the shares of Elbit
Fashion Ltd. and the aforementioned deposit (that was collected
under the forfeiture as aforesaid), as well as an assignment by
way of pledge over certain future receivables at the amount of
approximately Euro 9.3 million.  In addition, the Bank is a
secured creditor of the Company's subsidiaries Astrid Plaza N.V.
and Elbit Fashion.

The Company denies the Bank's rights and intends to vigorously
reject and defend those claims and demands.

                           Expert Opinion

Elbit Imaging Ltd. said that on June 5, 2013, Roni Alroy, CPA, the
expert appointed by the Tel Aviv District Court, has submitted his
written opinion to the court as to the proposed restructuring of
the Company's unsecured financial debt pursuant to a plan of
arrangement under Section 350 of the Israeli Companies Law, 5759-
1999.  The Opinion relates to the proposal submitted by the
Company as announced by the Company on May 9, 2013, and the
alternative proposal submitted by the representatives of the
holders of the Company's Series C-G and Series 1 notes as
announced by the Company on March 18, 2013.

The Opinion includes the following material principles:

   * The maximum amount of debt that can be incurred by the
     Company in light of its current condition (including the lack
     of agreement with Bank Hapoalim B.M., a secured creditor of
     the Company, as discussed below) is approximately NIS 740
     million (approximately US$202 million), which includes
     approximately NIS 440 million (approximately US$120 million)
     of short-term (4-5-year maturity) debt to be issued by the
     Company and based on its assets alone and approximately NIS
     300 million (approximately US$82 million) of long-term (4-5
     to 8-10-year maturity) debt to be issued by the Company and
     based on the assets of the Company's subsidiary Plaza Centers
     N.V.; the Opinion advises to consider the issuance of less
     than the maximum amount of debt since in any event the
     current note holders would enjoy any future increase in value
     through the ordinary shares of the Company that they would be
     receiving as part of the Arrangement.  In addition the Expert
     recommended that the new notes will be secured by the
     Company' assets.

   * The current holders of the Company's ordinary shares should
     not retain a controlling or material percentage of the
     ordinary shares outstanding following the Arrangement and
     their ownership can be diluted to 5 percent; The Opinion
     notes that it would be appropriate to issue equity incentives
     to the management of the Company in customary amounts
     following the Arrangement.

   * The Expert examined and adopted the opinion provided by
     Professor Amir Barnea to the Company on June 3, 2013,
     pursuant to which the value of the Company in the event of
     liquidation would be in the range of NIS 609 million to NIS
     675 million (approximately  $166 million to $184 million).

   * The Expert recommended that the Company's shares (90 percent)
     in Elbit Medical Technologies Ltd. (Elbit Medical) will not
     be distributed to the note holders as part of the Arrangement
     as was suggested by the Representatives' Proposal due to
     significant tax exposure to the Company.  However, the Expert
     recommended that the new Board of Directors of the Company
     consider the realization of such shares following the
     Arrangement.

     Although the Expert evaluated the Representatives' Proposal
     for the purpose of providing his Opinion, the Opinion notes
     that the Representatives' Proposal is not sufficiently
     detailed to be brought to a vote of the Company's note
     holders.

   * Because Bank Hapoalim has not yet joined the Arrangement as a
     party, for purposes of performing his evaluation the Expert
     assumed that Bank Hapoalim would not join the Arrangement and
     that its loan agreements with the Company would remain "as
     is".  The Expert also noted that the Opinion does not address
     a situation in which Bank Hapoalim accelerates its loans,
     which Bank Hapoalim has since done.

   * In performing his evaluation of the various proposals the
     Expert did not address the relative seniority between the
     short-term and long-term debt nor the impact of the
     differences in the holdings of the Company's notes (i.e.,
     between the larger note holders of the Company and the
     smaller note holders).  However, the Expert has brought to
     the attentions of the Court the economical considerations
     that should be considered once that decision will be taken by
     the Court, that suggest that there is no economical benefit
     or disadvantage in either case.  The Expert had also pointed
     out that the burden of proof to prove that York Capital
     Management Global Advisors, LLC, and Davidson Kempner Capital
     Management, LLC, constitute or will constitute a "controlling
     shareholder" lies with the other noteholders and will be hard
     to establish.

   * The Expert further indicated that with respect to the release
     of the directors and officers of the Company from current and
     future liability claims, the Arrangement should reflect the
     current status, namely, that the directors and controlling
     shareholder should enjoy the indemnification and insurance
     coverage as already granted by the Company, and officers who
     do not serve as directors should also enjoy exculpation as
     well as the indemnification and insurance coverage as granted
     by the Company.

                        About Elbit Imaging

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08
million of total revenues for the year ended Dec. 31, 2012, as
compared with a loss of NIS247.02 million on NIS586.90 million of
total revenues for the year ended Dec. 31, 2011.  The Company's
balance sheet at Dec. 31, 2012, showed NIS7.09 billion in total
assets, NIS5.67 billion in total liabilities, NIS309.60 million in
equity to holders of the Company and NIS1.11 billion in
noncontrolling interest.

Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed
substantial doubt about Elbit Imaging's ability to continue as a
going concern following the financial results for the year ended
Dec. 31, 2012.

The Certified Public Accountants noted that in the period
commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to
repay its debenture holders NIS 599 million (principal and
interest).  "Said amount includes NIS 82 million originally
payable on Feb. 21, 2013, that its repayment was suspended
following a resolution of the Company's Board of Directors.  The
Company's Board also resolved to suspend any interest payments
relating to all the Company's debentures.  In addition, as of
Dec. 31, 2012, the Company failed to comply with certain financial
covenants relating to bank loans in the total amount as of such
date of NIS 290 million.

"These matters raise substantial doubt about the Company's ability
to continue as a going concern."


ENERGYSOLUTIONS INC: Deregisters Common Stock & 10.75% Sr. Notes
----------------------------------------------------------------
EnergySolutions, Inc., has filed with the U.S. Securities and
Exchange Commission a Form 15 to terminate the registration of its
common stock $0.01 par value and 10.75 percent senior notes due
2018.  As of June 7, 2013, there were 43 holders of the 10.75
percent senior notes and one holder of the common stock.

As a result of the Form 15 filing, the Company is suspending its
obligations to file reports with the SEC.  The suspension of the
Company's reporting obligations relates only to the Company's
10.75 percent Notes Due 2018 and not to the Company's Common
Stock.

On May 24, 2013, Rockwell Acquisition Corp. merged with and into
EnergySolutions, Inc., with EnergySolutions, Inc., surviving as a
wholly-owned subsidiary of Rockwell Holdco, Inc.  As a result of
the merger, EnergySolutions, Inc., became a wholly-owned
subsidiary of Rockwell Holdco, Inc.

                      About EnergySolutions

Salt Lake City, Utah-based EnergySolutions offers customers a full
range of integrated services and solutions, including nuclear
operations, characterization, decommissioning, decontamination,
site closure, transportation, nuclear materials management, the
safe, secure disposition of nuclear waste, and research and
engineering services across the fuel cycle.

EnergySolutions reported net income of $3.92 million in 2012, as
compared with a net loss of $193.64 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $2.61 billion in
total assets, $2.33 billion in total liabilities, and $282.78
million in total stockholders' equity.

                         Bankruptcy Warning

"Our senior secured credit facility contains financial covenants
requiring us to maintain specified maximum leverage and minimum
cash interest coverage ratios.  The results of our future
operations may not allow us to meet these covenants, or may
require that we take action to reduce our debt or to act in a
manner contrary to our business objectives.

"Our failure to comply with obligations under our senior secured
credit facility, including satisfaction of the financial ratios,
would result in an event of default under the facilities.  A
default, if not cured or waived, would prohibit us from obtaining
further loans under our senior secured credit facility and permit
the lenders thereunder to accelerate payment of their loans and
not renew the letters of credit which support our bonding
obligations.  If we are not current in our bonding obligations, we
may be in breach of our contracts with our customers, which
generally require bonding.  In addition, we would be unable to bid
or be awarded new contracts that required bonding.  If our debt is
accelerated, we currently would not have funds available to pay
the accelerated debt and may not have the ability to refinance the
accelerated debt on terms favorable to us or at all particularly
in light of the tightening of lending standards as a result of the
ongoing financial crisis.  If we could not repay or refinance the
accelerated debt, we would be insolvent and could seek to file for
bankruptcy protection.  Any such default, acceleration or
insolvency would likely have a material adverse effect on the
market value of our common stock," the Company said in its annual
report for the year ended Dec. 31, 2012.

                           *     *     *

As reported in the Jan. 9, 2013 edition of the TCR, Standard &
Poor's Ratings Services placed its ratings, including its 'B'
corporate credit rating, on EnergySolutions on CreditWatch with
developing implications.

"The CreditWatch placement follows EnergySolutions' announcement
that it has entered into a definitive agreement to be acquired by
a subsidiary of Energy Capital Partners II," said Standard &
Poor's credit analyst Jim Siahaan.

EnergySolutions is permitted to engage in discussions with other
suitors, which may include other financial sponsors or strategic
buyers.


EUROTUNNEL GROUP: UK Antitrust Watchdog Blocks Ferry Plan
---------------------------------------------------------
Scott Flaherty of BankruptcyLaw360 reported that U.K. competition
regulators they will block Groupe Eurotunnel SA from running ferry
service across the English Channel, finding the French rail
operator's GBP65 million (US$85.8 million) purchase of three
ferries from the now-defunct SeaFrance SA might result in higher
prices.

According to the report, the U.K. Competition Commission said in a
statement that allowing Eurotunnel -- which operates rail service
between the U.K. and continental Europe through the Channel Tunnel
-- to add ferry services to its existing business would extend the
company's market share.

                       About Eurotunnel

Headquartered in Folkestone, United Kingdom and Calais, France,
Eurotunnel Group (aka Groupe Eurotunnel S.A.) --
http://www.eurotunnel.co.uk/-- operates a fleet of 25 shuttle
trains, which carry cars, coaches and trucks.  It manages the
infrastructure of the Channel Tunnel and receives toll revenues
from train operating companies whose trains pass through the
Tunnel.

The British and French governments have granted Eurotunnel a
concession to operate the Channel Tunnel until 2086.

Eurotunnel Group files reports in the U.S. Securities and
Exchange Commission under the names of Eurotunnel PLC (ETNUF.PK)
and Eurotunnel S.A. (ETTFF.PK).

At Dec. 31, 2006, Eurotunnel's balance sheet showed GBP5.25
billion in total assets, GBP6.56 billion in total liabilities
and GBP1.32 billion in shareholders' deficit.

                    Safeguard Protection

Eurotunnel obtained Aug. 2, 2006, an order placing the channel
operator under the protection of the Court pursuant to the new
safeguard legislation (Procedure de sauvegarde).  At the end of
2006, the group's creditors and bondholders approved a plan to
decrease its GBP6.2 billion debt to GBP2.84 billion.

On Jan. 15, 2007, the Court approved Eurotunnel's safeguard
plan, backed by the court-appointed representatives to the
company and to the creditors.

For the first half ended June 30, 2007, Group Eurotunnel posted
net loss of EUR32 million compared with a net loss of EUR105
million for the same period in 2006.

Since the completion at the end of June 2007 of the exchange
tender offer launched by Groupe Eurotunnel SA, TNU SA and TNU
PLC (fka Eurotunnel S.A. and Eurotunnel Plc) and their
subsidiaries TNU became a subsidiary of Groupe Eurotunnel SA.


EXIDE TECHNOLOGIES: Files Voluntary Chapter 11 Petition
-------------------------------------------------------
Exide Technologies on June 10 disclosed that it has filed a
voluntary petition for reorganization pursuant to U.S. federal
restructuring laws in order to facilitate the financial and
operational restructuring necessary to strengthen its balance
sheet and its business to position the Company for future success.
The petition was filed in the District of Delaware.

Only Exide Technologies' United States' operations, including the
GNB Industrial Division, are included in the filing.  Exide
Technologies' international operations are excluded from the
filing.  The Company plans to continue to operate globally without
interruption during the reorganization.

James R. Bolch, President and Chief Executive Officer of Exide
said, "Operations both in the U.S. and in the rest of the world
will continue to serve customers in a timely manner with the same
quality products, and outstanding customer care as they did before
the filing.  All post-filing obligations to U.S. suppliers will be
paid on time and within terms.  We intend to pay U.S. employees as
usual and do not expect any material changes to their benefits.
Outside of the U.S., obligations to employees and suppliers will
not be impacted by the filing."

Exide has negotiated a $500 million debtor-in-possession (DIP)
financing facility to be provided by a group of financial
institutions and investors in connection with the filing. Once
approved by the Court, this financing will enhance the Company's
global liquidity position with approximately $300 million in new
capital, in order to allow it to pursue its restructuring goals.
The proceeds of the DIP financing together with cash generated
from daily operations and cash on hand will be used to fund post-
petition operating expenses. Exide's global management team will
continue to manage both the U.S. and global businesses.

Mr. Bolch stated, "Our Company has been burdened by a highly
leveraged balance sheet which has limited our ability to
competitively invest in our businesses.  Recently, our
profitability has been impacted by unprecedented increases in our
product costs -- driven primarily by the market price of scrap
lead in North America -- as well as operational challenges in the
U.S. and Europe which we have been unable to fully offset.  After
a great deal of consideration, we concluded a restructuring of our
balance sheet and our operations was the best path forward for the
Company."

"Our restructuring," he continued, "will allow us to strengthen
our balance sheet and complete the operational changes that build
upon the strategies that we have been pursuing.  Over and above
these efforts, we intend to become even more aggressive in
reducing costs, taking actions with respect to underperforming
business segments and to focus on the most attractive areas for
future growth."

In order to help facilitate the Company's financial restructuring,
Exide's Board of Directors has named Robert M. Caruso as Chief
Restructuring Officer.  Mr. Caruso is a noted financial
restructuring expert and a Managing Director of Alvarez and
Marsal, a leading restructuring firm.  Mr. Bolch stated, "As we
move forward with Exide's restructuring, the Board concluded that
we needed to have personnel with restructuring expertise on our
executive team in order to implement critical objectives most
effectively.  We are very fortunate to have the benefit of the
expertise, experience and demonstrated talent of Bob Caruso to
take on the role of Chief Restructuring Officer of Exide at this
important time.  He and the resources he brings from Alvarez and
Marsal, will serve the Company and all of its constituencies very
well as we proceed with the job of restructuring Exide for the
future."

The Company has filed a variety of customary first day motions
seeking, among other things, authority to pay pre-filing wages,
salary and benefits and to honor customer programs.

Exide Technologies has also set up two separate toll-free
information lines: one for U.S. suppliers, 888-985-9831 and
another for other interested parties, 855-291-0287.  More
information on Exide's U.S. restructuring is available on the
Company's web site at http://www.exide.com

                        Wal-Mart's Exit

Marie Beaudette, writing for Dow Jones Newswires, reports that
Exide said in court papers that Wal-Mart Stores Inc.'s decision to
designate Johnson Controls Inc., Exide's main competitor, as Wal-
Mart's sole supplier of transportation batteries resulted in a
loss of about $160 million in annual revenue.

Dow Jones also relates Exide is grappling with troubles at a
California lead-recycling facility that supplies a "significant
portion" of its domestic lead.  In April, Exide was forced to
suspend operations at the Vernon, Calif., plant under an order
from the California Department of Toxic Substances Control, which
said the facility's storm-water system violated state regulations.
Exide said the shutdown will wipe out about $24 million in
projected earnings before interest, taxes, depreciation and
amortization.

The report notes Exide has lined up a $500 million bankruptcy loan
from J.P. Morgan Chase & Co. to fund its restructuring.


                         Cleanup Costs

A consumer watchdog says that now that lead battery recycler Exide
Technologies has filed for Chapter 11 bankruptcy, the Department
of Toxic Substances Control has potentially stuck California
taxpayers with the tab for multi-millions in cleanup costs in the
city of Vernon, Consumer Watchdog said on June 10.  The DTSC
suspended operations at the plant on April 24 because of imminent
danger to the public health.

A full text copy of the press release is available for free at:
http://is.gd/krl7m6

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002.  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the
Debtors in their successful restructuring.  The Court confirmed
Exide's Amended Joint Chapter 11 Plan on April 20, 2004.  The
plan took effect on May 5, 2004.  While it has emerged from
bankruptcy, reorganized Exide continues to resolve claims filed
against it in the Bankruptcy Court.


EXIDE TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Exide Technologies
        13000 Deerfield Parkway, Building 200
        Milton, Georgia 30004

Bankruptcy Case No.: 13-11482

Type of Business: Exide Technologies manufactures and
                  distributes lead acid batteries and
                  other related electrical energy storage
                  products.

                  Web site: http://www.exide.com/

Chapter 11 Petition Date: June 10, 2013

Court: U.S. Bankruptcy Court
       District of Delaware

Judge: Hon. Kevin J. Carey

Debtor's
Counsel   :  Anthony W. Clark, Esq.
             E-mail: anthony.clark@skadden.com
             SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
             155 N. Wacker Drive
             Chicago, Illinois 60606-1720
             Tel: (312) 407-0700
             Fax: (312) 407-0411

                 -- and --

             PACHULSKI STANG ZIEHL & JONES LLP

Debtor's
Financial
Advisor    : ALVAREZ & MARSAL
             55 W. Monroe Street, Suite 4000
             Chicago, IL 60603
             Tel: (312) 601-4220
             Fax: (312) 332-4599

Debtor's
Public
Relations
Consultant : SITRICK AND COMPANY INC.

Debtor's
Claims
Agent      : GCG
             PO Box 9985
             Dublin, OH 43017-5985

Total Assets: $1,894,886,000 as of March 31, 2013

Total Liabilities: $1,142,891,000 as of March 31, 2013

The petition was signed by Phillip A. Damaska, executive vice
president & chief financial officer.

Exide' List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wilmington Trust, National         Floating Rate       $51,900,000
Association                        Convertible
Attn: Julie Becker, Vice           Senior Subordi-
President                          nated Notes
50 South Sixth Street,
Ste, 1290
Minneapolis, MN 55402
Tel: (612) 217-5628
Fax: (612) 217-5651
E-mail: jbecker@wilmingtontrust.com

Oracle Credit Corporation          Accounts             $4,118,390
Attn: Mills Fleming - ASM          Payable
500 Oracle Parkway
Redwood Shores, CA 94065
Tel: (770) 351-3885
E-mail: mills.fleming@oracle.com

Richardson Molding Incorporated    Accounts             $2,874,282
Attn: Roger Winslow - Owner        Payable
2405 Norcross Drive
Columbus, IN 47201-8844
Tel: (641) 872-1977
Fax: (812) 342-0252
E-mail: rwinslow@richardsonmolding.com

Coyote Logistics                   Accounts             $1,392,633
Attn: Andrew Haverkampf            Payable
Chief Business Development Officer
2545 W. Diversey Avenue
3rd Floor
Chicago, IL 60647
Tel: (877) 626-9683
Fax: (847) 235-8893

Jones Day                          Accounts             $1,390,715
Attn: Lizanne Thomas               Payable
Partner
1420 Peachtree St., NE STE 800
Atlanta, GA 30309
Tel: (404) 581-8411
Fax: (404) 581-8330
E-mail: Thomas@jonesday.com

HCL America Inc.                   Accounts             $1,271,925
Attn: James Lindenmeyer            Payable
Manufacturing Account Manager
HCL Technologies Ltd
Corporate Office
A-10/11, Sector-3
Noida, UP 201301
India
Tel: (678) 983-7590
E-mail: jlindenmeyer@hcl.com

Vanfab Incorporated                Accounts             $1,103,334
Attn: Grant Vanvoorst              Payable
Owner
1 Center Street
Union Hill, IL 60969
Tel: (815) 426-2544
Fax: (815) 426-2548
E-mail: grant@vanfab.com

Copperfab Inc.                     Accounts              $969,870
Attn: Lisa Toth                    Payable
President
5512 South 66th Street
Fort Smith, AR 72903
Tel: (479) 646-9274
Fax: (479) 646-0868
E-mail: ltoth@copperfab.com

Hollingsworth & Vose Company       Accounts              $965,946
Attn: Mitch Bregman                Payable
President
112 Washington Street
East Walpole, MA 02032
Tel: (508) 850-2283
Fax: (508) 668-6526

Accuma Corporation                 Accounts              $957,886
Attn: Mark Chambers                Payable
General Manager, USA & UK
133 Fanjoy Road
Statesville, NC 28677
Tel: (704) 873-1488 ext 201
E-mail: mark.chambers@accumacorp.com

Applied Industrial Technologies    Accounts              $827,551
Attn: Neil A. Schrimsher           Payable
Chief Executive Officer
1 Applied Plaza
Cleveland, OH 44115
Tel: (216) 426-4000
E-mail: appliedindustrial@applied.com

ELK Environmental Services         Accounts              $823,556
Attn: Harry O'Neil                 Payable
President
1420 Clarion Street
Reading, PA 19601

Tulip Corp                         Accounts              $794,732
Attn: Fred Teshinsky               Payable
Owner/Partner
14955 E. Salt Lake Avenue
City of Industry, CA 91746
Tel: (626) 968-9680
Fax: (626) 333-3610
E-mail: fredt@tulipcorp.com

Seibel Modern Mfg. & Welding       Accounts              $686,779
Corp.                              Payable
Attn: Mark Seibel
Owner
38 Palmer Place
Lancaster, NY 14086
Tel: (716) 683-1536
Fax: (716) 683-2552
E-mail: mseibel@seibelmodern.com

Dell Computer                      Accounts              $597,353
Attn: Michael Parrish              Payable
Account Executive Large Enterprise
1 Dell Way
Round Rock, TX 78682
Tel: (404) 386-0329
E-mail: Michael_parrish@dell.com

Simons Trucking Inc.               Accounts              $584,057
Attn: Roger Simon                  Payable
Owner
920 Simon Drive
Farley, IA 52046
Tel: (563) 744-3304
Fax: (563) 774-3726

Remediation Services Inc.          Accounts              $581,171
Attn: Grant V. Sherwood            Payable
President
2735 South 10th Street
Independence, KS 67301
Tel: (620) 331-1200
Fax: (620) 331-6216

AFCO                              Accounts             $560,812
Attn: Nancy A. Kagan              Payable
Assistant General Counsel
14 Wall Street
Suite 8A
New York, NY 10005
Tel: (212) 401-4465
Fax: (212) 401-4430
E-mail: nkagan@afco.com

BT Americas Inc.                  Accounts             $512,740
Attn: Craig Lacava                Payable
Senior Business Director
2727 Paces Ferry Road
Suite 1500
Atlanta, GA 30339
Tel: (404) 514-9417
E-mail: craig.lacava@bt.com

Pension Benefit Guaranty          Pension          undetermined
Corporation
Attn: Counsel-
Office of the Chief Counsel
1200 K Street, NW, Suite 340
Washington, DC 20005-4026
Tel: (202) 326-4020
Fax: (202) 326-4112


EXIDE TECHNOLOGIES: Reports Unaudited Prelim. Fiscal 2013 Results
-----------------------------------------------------------------
Exide Technologies on June 10 reported unaudited preliminary
fiscal 2013 fourth quarter and full year financial results.  In
addition earlier on June 10 the Company filed a voluntary petition
for reorganization pursuant to U.S. federal restructuring laws.
The petition was filed in the District of Delaware.

The Company is currently completing its financial statement close
process for deferred income taxes and other areas for the fiscal
year ended March 31, 2013 in connection with filing of its Annual
Report on Form 10-K expected to be filed on June 14, 2013.  Also,
the estimates for net sales, Adjusted EBITDA as well as the
consolidated financial statements accompanying this release are
preliminary and have not been audited and could be subject to
change upon completion of the audit of the Company's consolidated
financial statements.

                          Q4 Fiscal 2013

The Company expects to report preliminary net sales of $762
million for the fourth quarter as compared to net sales of $783
million in the prior year fourth quarter.  Net sales in the fiscal
2013 period were positively impacted by foreign currency
translation of approximately $3 million.  Excluding the impact of
foreign currency translation, expected net sales decreased 3.1%,
primarily due to lower OEM unit sales in the Company's global
transportation business and lower third party lead sales.

Fiscal 2013 fourth quarter preliminary Adjusted EBITDA is expected
to be $12 million as compared to $45 million in the prior year
fourth quarter.  The decrease is primarily due to lower third-
party lead margins in the Americas, combined with higher commodity
costs and manufacturing inefficiencies due to lower production and
certain plant related operational issues in Europe and the
Americas.

                      Full Year Fiscal 2013

Fiscal 2013 preliminary net sales are expected to be $3.0 billion
as compared with $3.1 billion for the prior fiscal year period.
Net sales in fiscal 2013 were negatively impacted by lead related
price decreases of approximately $78 million and unfavorable
foreign currency translation of approximately $94 million,
partially offset by higher unit sales in many of the Company's
markets.

The Company expects to report fiscal 2013 preliminary Adjusted
EBITDA of $104 million versus $179 million in the prior fiscal
year.  The decline is primarily the result of higher spent battery
costs coupled with lower LME based escalator pricing, higher
commodity costs, and manufacturing inefficiencies.  Higher spent
battery acquisition costs combined with lower third party lead
margins in the Americas impacted results by approximately $58
million.

                    Non-GAAP Financial Measure

The Company uses Adjusted EBITDA as a key measure of its
operational financial performance.  This measure is a key
indicator of the Company's operational performance and excludes
the impact of the Company's restructuring actions.  Adjusted
EBITDA is defined as operating income before depreciation,
amortization, non-cash stock compensation, restructuring charges,
impairment charges and non-cash gains or losses on asset sales.
Please refer to the reconciliations of operating income to
Adjusted EBITDA below.

The foregoing non-GAAP financial measure should be used in
addition to, but not in isolation or as a substitute for, the
analysis provided in the Company's measures of financial
performance prepared in conformity with U.S. GAAP.  The non-GAAP
financial measure should be read only in conjunction with the
Company's consolidated financial statements prepared in accordance
with GAAP.

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002.  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the
Debtors in their successful restructuring.  The Court confirmed
Exide's Amended Joint Chapter 11 Plan on April 20, 2004.  The
plan took effect on May 5, 2004.  While it has emerged from
bankruptcy, reorganized Exide continues to resolve claims filed
against it in the Bankruptcy Court.


FINJAN HOLDINGS: Stock Ticker Symbol Changed to "FNJN"
------------------------------------------------------
Finjan Holdings, Inc., said that effective Tuesday, June 11, 2013,
the Company's common shares are scheduled to commence trading on
the OTC markets under the trading symbol "FNJN" (OTC MKT: FNJN).
The previous trading symbol was "COIND".

The trading symbol change follows the previously announced
completion of a merger transaction with Finjan, Inc., and
Converted Organics Inc., in which Converted Organics acquired
Finjan.  As part of this transaction, the name of the Company was
changed to Finjan Holdings, Inc.

                            About Finjan

Finjan is a leading online security and technology company which
owns a portfolio of patents, related to software that proactively
detects malicious code and thereby protects end-users from
identity and data theft, spyware, malware, phishing, trojans and
other online threats.  Founded in 1997, Finjan is one of the first
companies to develop and patent technology and software that is
capable of detecting previously unknown and emerging threats on a
real-time, behavior-based basis, in contrast to signature-based
methods of intercepting only known threats to computers, which
were previously standard in the online security industry.

Converted Organics disclosed a net loss of $8.42 million in 2012,
as compared with a net loss of $17.98 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $2.66 million in
total assets, $5.19 million in total liabilities, and a $2.53
million total stockholders' deficit.

Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2012, citing
recurring losses and negative cash flows from operations and an
accumulated deficit that raises substantial doubt about the
Company's ability to continue as a going concern.


FIRST STREET: TMG, Northwood Ink $122MM Deal For Key Transbay Site
------------------------------------------------------------------
Natalie Rodriguez of BankruptcyLaw360 reported that a joint
venture of TMG Partners and Northwood Acquisitions LLC received
the go-ahead from a California bankruptcy judge to buy the site of
a proposed office tower in San Francisco's Transbay District in a
complex deal worth about $122 million.

According to the report, Judge Roger L. Efremsky signed off on a
motion to approve a compromise between the feuding former owner of
the project, debtor First Street Holdings NV LLC and its various
affiliates, and MS Mission Holdings LLC, a joint venture.

                  About First Street Holdings NV

First Street Holdings NV, LLC, and Lydian SF Holdings, LLC, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case Nos. 11-49300
and 11-49301) on Aug. 30, 2011, before Judge Roger L. Efremsky.

Debtor-affiliates 78 First Street, LLC, 88 First Street LLC, 518
Mission, LLC, First/Jessie LLC, JP Capital, LLC, Peninsula Towers
LLC, and Sixty-Two First Street LLC (Bankr. N.D. Calif. Case Nos.
11-70224, 11-70228,, 11-70229, 11-70231, 11-70232, 11-70233 and
11-70234) filed for Chapter 11 bankruptcy on Sept. 23, 2011.

Colliers Parrish International Inc. serves as appraiser to value
certain real properties and other assets held by the Debtors.

The cases are jointly administered under Lead Case No. 11-49300.

Investor David Choo is associated with CMR Capital, LLC, the
manager of the Debtors.

Debtors First Street Holdings NV, LLC, Lydian SF Holdings, LLC, 78
First Street, LLC, 88 First Street, LLC, 518 Mission, LLC,
First/Jessie, LLC, Sixty-two First Street, LLC, Peninsula Towers,
LLC, and JP Capital, LLC; and David Choo, individually, filed a
combined joint plan and disclosure statement with the Bankruptcy
Court.  The Joint Plan, dated Nov. 29, 2011, provided for the
payment of all of their secured, administrative, priority and
general unsecured claims in full.  Interests in the Debtors would
be retained without modification.

In December 2011, the bankruptcy court held that the First Street
Parties had not proven that they had a reasonable possibility of
an effective reorganization within a reasonable time.  The court
noted the proposed plan likely qualified as a negative
amortization plan, which would be difficult to confirm under the
best of circumstances.  The court also noted that the Properties
as of the time of the hearing did not generate enough monthly
rents to pay monthly operating expenses and property taxes.  The
court also doubted that the First Street Parties could raise
sufficient plan funding, as they had proposed, by renting out
additional available space in the buildings on the Properties.


FLORIDA GAMING: King + Company Dismissed as Principal Accountant
----------------------------------------------------------------
David Jonas as Receiver for Florida Gaming Centers, Inc., the
wholly-owned subsidiary, and primary operating asset, of Florida
Gaming Corporation, appointed Morrison, Brown, Argiz & Farra, LLC,
as the new accountants to perform the audit of Centers' financial
statements for its fiscal year ended Dec. 31, 2012.

Following the Receiver's appointment of Morrison on March 18,
2013, the Company's management, in consultation with Morrison and
the Company's then-auditor, King + Company, P.S.C., determined
that, because Morrison would audit substantially all of the
Company's assets through its audit of Centers, and, although King
remained engaged to audit the Company's financial statements for
its fiscal year ended Dec. 31, 2012, Morrison would become the
Company's "principal accountant."

On March 27, 2013, the Company's Audit Committee recommended the
ratification and approval of Morrison's appointment as the
Company's principal accountant for the Dec. 31, 2012, audit, and
on that same date the Company's board of directors ratified and
approved Morrison's appointment.

During the two most recent fiscal years and subsequent interim
periods through March 27, 2013, the Company did not consult with
Morrison regarding the application of accounting principles to a
specific completed or contemplated transaction, or the type of
audit opinion that may be rendered on the Company's financial
statements, or any other matter that was the subject of any
disagreements or event identified in response to paragraph
(a)(1)(iv) of Item 304 of Regulation S-K.

Before its appointment as Centers' auditor, Morrison was
previously engaged by Centers' Florida litigation counsel on
Oct. 18, 2012, on Centers' behalf in the previously disclosed case
filed in the Circuit Court of the Eleventh Judicial Circuit in and
for Miami-Dade County, Florida styled ABC Funding, LLC, as
Administrative Agent for Summit Partners Subordinated Debt Fund
IV-A, L.P., Summit Partners Subordinated Debt Fund IV-B, L.P.,
JPMorgan Chase Bank, N.A., Locust Street Funding LLC, Canyon Value
Realization Fund, L.P., Canyon Value Realization Master Fund,
L.P., Canyon Distressed Opportunity Master Fund, L.P., and Canyon-
GRF Master Fund II, L.P., vs. Florida Gaming Centers, Inc., a
Florida corporation, and Florida Gaming Corporation.

On May 22, 2013, the Company's audit committee and board of
directors determined that Morrison's previous engagement did not
impair Morrison's ability to act as the Company's principal
accountant or to perform an independent audit of Center's
financial statements for the fiscal year ended Dec. 31, 2012.

Although King remained auditor and performed the audit of the
Company's parent-only financial statements for its fiscal year
ended Dec. 31, 2012, the board of directors' appointment of
Morrison as the Company's "principal accountant" on March 27,
2013, resulted in the effective dismissal of King as the Company's
"principal accountant."  King had been the Company's independent
auditor since 1994 and remains the Company's auditor for its
parent company.

With the exception of a going concern uncertainty paragraph
contained in King's reports as the Company's principal accountant
for the Company's fiscal years ended Dec. 31, 2011, and 2010,
those reports did not contain an adverse opinion or a disclaimer
of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principles.  Notably, Morrison's report
on the financial statements of the Company for the fiscal year
ended Dec. 31, 2012, contained a similar going concern uncertainty
paragraph.

During each of the two years ended Dec. 31, 2011, and 2010 and
subsequent interim periods through March 27, 2013, there were no
disagreements with King on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedures, which, if not resolved to the satisfaction of King,
would have caused King to make reference to the matter in their
report.

                       About Florida Gaming

Florida Gaming Corporation operates live Jai Alai games at
frontons in Ft. Pierce, and Miami, Florida through its Florida
Gaming Centers, Inc. subsidiary.  The Company also conducts
intertrack wagering (ITW) on jai alai, horse racing and dog racing
from its facilities.  Poker is played at the Miami and Ft. Pierce
Jai-Alai, and dominoes are played at the Miami Jai-Alai.  In
addition, the Company operates Tara Club Estates, Inc., a
residential real estate development located near Atlanta in Walton
County, Georgia.  Approximately 46.2% of the Company's common
stock is controlled by the Company's Chairman and CEO either
directly or beneficially through his ownership of Freedom Holding,
Inc.  The Company is based in Miami, Florida.

Florida Gaming disclosed a net loss of $22.69 million in 2012, as
compared with a net loss of $21.76 million in 2011.

Morrison, Brown, Argiz & Farra, LLC, in Miami, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has experienced recurring losses
from operations, cash flow deficiencies, and is in default of
certain credit facilities, all of which raise substantial doubt
about its ability to continue as a going concern.

The Company's balance sheet at March 31, 2013, showed $74.61
million in total assets, $126.27 million in total liabilities and
a $51.65 million total stockholders' deficit.


FLORIDA GAMING: Extends Silvermark Purchase Deal Until June 28
--------------------------------------------------------------
Florida Gaming Corporation and its wholly owned subsidiary,
Florida Gaming Centers, Inc., were given notice by Silvermark LLC
that Silvermark had exercised its right to extend the expiration
time under the Stock Purchase Agreement among the Company, Centers
and Silvermark until 11:59 P.M., E.T on June 28, 2013.

As previously disclosed, under the Third Amendment to Stock
Purchase Agreement entered into by the parties as of May 8, 2013,
if the transactions contemplated by the Stock Purchase Agreement
had not been consummated on or before May 31, 2013, then
Silvermark has the option to extend the expiration time, from time
to time, to no later than 11:59 P.M., E.T. on Aug. 30, 2013, upon
written notice to the Company.

                         About Florida Gaming

Florida Gaming Corporation operates live Jai Alai games at
frontons in Ft. Pierce, and Miami, Florida through its Florida
Gaming Centers, Inc. subsidiary.  The Company also conducts
intertrack wagering (ITW) on jai alai, horse racing and dog racing
from its facilities.  Poker is played at the Miami and Ft. Pierce
Jai-Alai, and dominoes are played at the Miami Jai-Alai.  In
addition, the Company operates Tara Club Estates, Inc., a
residential real estate development located near Atlanta in Walton
County, Georgia.  Approximately 46.2% of the Company's common
stock is controlled by the Company's Chairman and CEO either
directly or beneficially through his ownership of Freedom Holding,
Inc.  The Company is based in Miami, Florida.

Florida Gaming disclosed a net loss of $22.69 million in 2012, as
compared with a net loss of $21.76 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $74.61 million in total
assets, $126.27 million in total liabilities and a $51.65 million
total stockholders' deficit.

Morrison, Brown, Argiz & Farra, LLC, in Miami, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has experienced recurring losses
from operations, cash flow deficiencies, and is in default of
certain credit facilities, all of which raise substantial doubt
about its ability to continue as a going concern.


GELTECH SOLUTIONS: M. Reger Held 41.9% Equity Stake at June 3
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Michael Lloyd Reger disclosed that, as of
June 3, 2013, he beneficially owned 16,475,840 shares of common
stock of GelTech Solutions, Inc., representing 41.9 percent of the
shares outstanding.  Mr. Reger previously reported beneficial
ownership of 16,100,840 common shares or 41.6 percent equity stake
as of May 2, 2013.  A copy of the amended regulatory filing is
available for free at http://is.gd/AHZEFq

                           About GelTech

Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006.  The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.

"As of December 31, 2012, the Company had a working capital
deficit, an accumulated deficit and stockholders' deficit of
$1,339,923, $26,011,370 and $2,655,057, respectively, and incurred
losses from operations of $3,211,484 for the six months ended
December 31, 2012 and used cash from operations of $1,994,491
during the six months ended December 31, 2012.  In addition, the
Company has not yet generated revenue sufficient to support
ongoing operations.  These factors raise substantial doubt
regarding the Company's ability to continue as a going concern."

For the nine months ended March 31, 2013, the Company incurred a
net loss of $4.06 million on $206,880 of sales, as compared with a
net loss of $4.04 million on $304,361 of sales for the same period
a year ago.  The Company's balance sheet at March 31, 2013, showed
$1.47 million in total assets, $3.31 million in total liabilities
and a $1.83 million total stockholders' deficit.


GELTECH SOLUTIONS: Amends 2.8 Million Shares Resale Prospectus
--------------------------------------------------------------
GelTech Solutions, Inc., filed with the U.S. Securities and
Exchange Commission a post-effective amendment no.1 to the Form
S-1 registration statement relating to the sale of up to 2,849,282
shares of the Company's common stock which may be offered by the
selling shareholder, Lincoln Park Capital Fund, LLC.  The shares
of common stock being offered by the selling shareholder are
outstanding or issuable pursuant to the Lincoln Park Purchase
Agreement.

The Company will not receive any proceeds from the sales of the
shares of the Company's common stock by the selling shareholder;
however the Company will receive proceeds under the Purchase
Agreement if the Company sells shares to the selling shareholder.

The Company's common stock trades on the Over-the-Counter Bulletin
Board under the symbol "GLTC".

A copy of the Amended Prospectus is available at:

                        http://is.gd/TRTUCo

                           About GelTech

Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006.  The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.

"As of December 31, 2012, the Company had a working capital
deficit, an accumulated deficit and stockholders' deficit of
$1,339,923, $26,011,370 and $2,655,057, respectively, and incurred
losses from operations of $3,211,484 for the six months ended
December 31, 2012 and used cash from operations of $1,994,491
during the six months ended December 31, 2012.  In addition, the
Company has not yet generated revenue sufficient to support
ongoing operations.  These factors raise substantial doubt
regarding the Company's ability to continue as a going concern."

For the nine months ended March 31, 2013, the Company incurred a
net loss of $4.06 million on $206,880 of sales, as compared with a
net loss of $4.04 million on $304,361 of sales for the same period
a year ago.  The Company's balance sheet at March 31, 2013, showed
$1.47 million in total assets, $3.31 million in total liabilities
and a $1.83 million total stockholders' deficit.


GMX RESOURCES: Creditors' Panel Can Retain Conway as Fin'l Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma
authorized the Official Committee of Unsecured Creditors appointed
in the Chapter 11 cases of GMX Resources, Inc., et al., to retain
Conway MacKenzie, Inc., as financial advisor,
effective as of April 12, 2013.

CM will bill on an hourly basis for services performed based on
the actual number of hours worked at hourly rates ranging from
$200 for paraprofessionals to $695 for senior managing directors.
John T. Young, Jr., Senior Managing Director, will provide
oversight and engagement management with a billing rate of $580
per hour.  Seth Bullock, Managing Director, will be principally
responsible for the engagement on a day-to-day basis, at a billing
rate of $525 per hour.  Fees will be billed monthly, together with
out-of-pocket expenses incurred, in compliance with the bankruptcy
court guidelines.  In addition, CM will be entitled to an
incentive bonus equal to 1% of recoveries after full satisfaction
of the allowed secured debt obligations, allowed administrative
claims and allowed priority claims of the Debtors.  The incentive
bonus is not to exceed $1.5 million.

                         About GMX Resources

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

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

GMX Resources filed a Chapter 11 petition in its hometown (Bankr.
W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenders
can buy the business in exchange for $324.3 million in first-lien
notes.

GMX missed a payment due in March 2013 on $51.5 million in second-
lien notes.  Other principal liabilities include $48.3 million in
unsecured convertible senior notes.

The DIP financing provided by senior noteholders requires court
approval of a sale within 75 days following approval of sale
procedures. The lenders and principal senior noteholders include
Chatham Asset Management LLC, GSO Capital Partners, Omega Advisors
Inc. and Whitebox Advisors LLC.

The Official Committee of Unsecured Creditors tapped Winston &
Strawn LLP as its counsel.


GRANITE DELLS: Seeks Creditor's Legal Bills
-------------------------------------------
Kathryn Brenzel of BankruptcyLaw360 reported that developer
Granite Dells Ranch Holdings LLC on Tuesday requested all bills
creditor Arizona Eco Development LLC has received from its counsel
at Snell & Wilmer LLP related to Granite's Chapter 11 bankruptcy,
a demand that follows AED's fight against $1.1 million in fees
Granite's attorneys seek from the bankrupt company.

According to the report, the bankrupt company wants access to "all
invoices, bills or billing statements for legal services" provided
by Snell from March 13, 2012, to March 27, 2013, according to the
request filed in U.S. Bankruptcy Court.

                About Granite Dells Ranch Holdings

Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix on March 13, 2012.  Judge Redfield T. Baum PCT Sr.
oversees the case.  The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP.  The Debtor disclosed
$2.22 million in assets and $157 million in liabilities as of the
Chapter 11 filing.

Cavan Management Services, LLC is the Debtor's manager.  David
Cavan, member of the firm, signed the Chapter 11 petition.

Arizona ECO Development LLC, which acquired a $83.2 million 2006
loan by the Debtor, is represented by Snell & Wilmer L.L.P.  The
resolution authorizing the Debtor's bankruptcy filing says the
Company is commencing legal actions against Stuart Swanson, AED,
and related entities relating to the purchase by Mr. Swanson of a
promissory note payable by the Company to the parties that sold a
certain property to the Company.  According to Law 360, AED sued
Granite Dells on March 6 asking the Arizona court to appoint a
receiver.  Arizona ECO is foreclosing on a secured loan backed by
15,000 acres of Arizona land.

The United States Trustee said that an official committee has not
been appointed in the bankruptcy case of Granite Dells because an
insufficient number of unsecured creditors have expressed interest
in serving on a committee.


GREIF INC: S&P Revises Outlook to Negative & Affirms 'BB+' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Greif Inc. to negative from stable and affirmed its 'BB+'
corporate credit rating on the company.

S&P also affirmed its 'BB' rating on all of the company's senior
unsecured debt.  The recovery ratings remain unchanged at '5',
indicating S&P's expectation for modest (10%-30%) recovery for
noteholders in the event of a payment default.

"The outlook revision reflects our view that the company's key
credit protection measures have remained weak as a result of
continued tepid operating performance over the past year, and that
continued underperformance and failure to improve metrics from
current levels over the next year could lead to a downgrade," said
Standard & Poor's credit analyst Liley Mehta.

The ratings on Greif Inc. reflect Standard & Poor's assessment of
the company's business risk profile as "fair" and financial risk
profile as "significant."

The outlook is negative.  S&P could lower the ratings if Greif's
business performance fails to improve to the extent required to
strengthen FFO to total debt to 23% to 24% by the end of fiscal
2013 (Oct. 31) and approach the expected level of 25% next year.

S&P could revise the outlook to stable if credit measures improve,
such that they approach the appropriate levels of FFO to total
adjusted debt of 25% in the year ahead.  S&P's projections
indicate that this could happen if revenues increased by 6% to 7%,
along with higher EBITDA margins of 12% to 13%, driven by
improving macroeconomic conditions, particularly in Europe.


GUITAR CENTER: Inks Second Amendment to JPMorgan Credit Agreement
-----------------------------------------------------------------
Guitar Center, Inc., and JPMorgan Chase Bank, N.A., as
administrative agent, entered into the Second Amendment to the
Credit Agreement, dated as of Oct. 9, 2007, as amended by the
First Amendment, dated as of March 2, 2011.  The Second Amendment
amends certain terms of the Term Credit Agreement, including as
follows:

   (a) the "applicable margin" of "LIBO rate" and "prime rate"
       extended term loans was amended to be a percentage per
       annum equal to 6.0 percent and 5.0 percent, respectively;

   (b) the time period for a 1.00 percent prepayment premium with
       respect to a repricing transaction was amended to be the
       period from the effective date of the Second Amendment
       through the first anniversary thereof; and

   (c) the consolidated secured net leverage ratio levels were
       eased for the period from April 1, 2013, through June 30,
       2015, and the Company will not be required to test that
       ratio as a maintenance covenant for the fiscal quarter
       ending June 30, 2013.  The Company previously obtained the
       required consent under the Company's ABL credit agreement
       for the amendments to the Term Credit Agreement.

A copy of the Second Amendment is available for free at:

                        http://is.gd/3F9n4l

                         About Guitar Center

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

The Company reported a net loss of $236.94 million in 2011, a net
loss of $56.37 million in 2010, and a net loss of $189.85 million
in 2009.  The Company's balance sheet at June 30, 2012, showed
$1.82 billion in total assets, $1.94 billion in total liabilities
and a $122.39 million total stockholders' deficit.

                        Bankruptcy Warning

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

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

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

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

   * the Company could be forced into bankruptcy or liquidation.

                           *     *     *

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

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


GUITAR CENTER: Inks Second Amendment to JPMorgan Credit Pact
------------------------------------------------------------
Guitar Center, Inc., and JPMorgan Chase Bank, N.A., as
administrative agent, entered into the Second Amendment to the
Credit Agreement, dated as of Oct. 9, 2007.  The Second Amendment
amends certain terms of the Term Credit Agreement, including as
follows:

   (a) the "applicable margin" of "LIBO rate" and "prime rate"
       extended term loans was amended to be a percentage per
       annum equal to 6.0 percent and 5.0 percent, respectively;

   (b) the time period for a 1.00 percent prepayment premium with
       respect to a repricing transaction was amended to be the
       period from the effective date of the Second Amendment
       through the first anniversary thereof; and

   (c) the consolidated secured net leverage ratio levels were
       eased for the period from April 1, 2013, through June 30,
       2015, and the Company will not be required to test that
       ratio as a maintenance covenant for the fiscal quarter
       ending June 30, 2013.

The Company previously obtained the required consent under the
Company's ABL credit agreement for the amendments to the Term
Credit Agreement.

A copy of the Second Amendment is available for free at:

                         http://is.gd/3F9n4l

                         About Guitar Center

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

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

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

                        Bankruptcy Warning

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

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

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

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

   * the Company could be forced into bankruptcy or liquidation.

                           *     *     *

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

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


HAMPTON ROADS: Annual Shareholders' Meeting Set on June 26
----------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, said that its 2013 Annual Meeting
of Shareholders will be held on June 26, 2013, at 9:00 a.m. at the
Hilton Virginia Beach Oceanfront at 3001 Atlantic Avenue, Virginia
Beach, Virginia.  Shareholders of record at the close of business
on May 28, 2013, will be entitled to notice of and to vote at the
Annual Meeting and any adjournments thereof.

At the meeting, among other items, shareholders will vote on
eleven director nominees to the Company's Board of Directors, each
to serve as a director for a one-year term.  The director nominees
include two new nominees, Stephen J. Gurgovits and John S.
Poelker, who both bring deep banking and finance experience
derived from senior leadership positions in the financial services
industry.

Charles M. Johnston, Chairman of the Company's Board of Directors,
said, "We welcome Steve and John to the Board and look forward to
the guidance and perspective they can provide, based on their
decades of experience and highly successful track records in the
industry."

Douglas J. Glenn, president and chief executive officer of the
Company and chief executive officer of BHR, said, "The Company's
Board nominees represent a strong combination of representatives
of our major institutional shareholders, local directors with deep
connections to our markets and successful bankers such as Steve
and John, who bring broad industry perspective and can provide
valuable insights on both a strategic and an operational level."

Mr. Gurgovits served as Chief Executive Officer of F.N.B.
Corporation and its subsidiary, First National Bank of
Pennsylvania, from 2004 until his retirement in January 2012.
During his 50-year career with FNB and First National Bank, Mr.
Gurgovits served in various retail, commercial banking and
executive capacities.  He has served on the Board of Directors of
FNB and First National Bank since 1981 and currently serves as
Chairman of both entities.  Mr. Gurgovits' leadership experience
includes his service as the chairman of the Pennsylvania Bankers
Association from 2003 to 2004, a director of the American Bankers
Association from 2005 to 2008 and a member of the American Bankers
Council.

Mr. Poelker has been the President of the The Poelker Consultancy,
Inc. since 2005.  The Poelker Consultancy, Inc., provides a wide
range of strategic and financial management advisory and
consulting services to banks and financial services companies.
Through his consultancy, Mr. Poelker has served in a number of
senior executive officer roles on a temporary basis at various
financial institutions, including: Chief Financial Officer of
State Bank Financial Corporation from August 2010 to October 2011;
Chief Executive Officer of Beach First National Bank from February
2010 to April 2010; President and Chief Executive Officer of State
Bank of Georgia from December 2009 to February 2010; and President
and Chief Executive Officer of Georgian Bancorporation Inc. and
Georgian Bank from July 2009 through September 2009.  Previously,
he had served as Executive Vice President and Chief Financial
Officer of Old National Bancorp from 1998 to 2005.  Mr. Poelker
currently serves on the Board of Directors of First Banks, Inc.
and Capmark Bank.  He previously served on the Board of Directors
of First Charter Corporation from 2006 until it was acquired by
Fifth Third Bank in 2008.

                  About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and 15 ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.  The Company's balance
sheet at March 31, 2013, showed $2.03 billion in total assets,
$1.84 billion in total liabilities and $185.36 million in total
shareholders' equity.


HARRON COMMUNICATIONS: Moody's Rates New 1st Lien Debt 'Ba3'
------------------------------------------------------------
Moody's Investors Service assigned a Ba3 to the proposed first
lien credit facility of MetroCast Cablevision of New Hampshire,
LLC, Gans Communications, L.P., MetroCast Communications of
Connecticut, LLC, and MetroCast Communications of Mississippi,
LLC, wholly owned operating subsidiaries of Harron Communications,
L.P. The proposed credit facility consists of a $60 million
revolver, a $180 million term loan A, and a $225 million term loan
B, which the company intends to use primarily to repay existing
first lien debt. All other ratings, including Harron's B2
corporate family rating, are unchanged.

MetroCast Cablevision of New Hampshire, LLC

Senior Secured First Lien Credit Facility, Assigned Ba3, LGD2, 29%

Ratings Rationale:

The transaction represents a favorable extension of maturities and
could modestly reduce interest expense. Total debt would remain
essentially unchanged, with no impact on Harron's leverage of
approximately 6.3 times debt-to-EBITDA for the twelve months ended
March 31.

The principal methodology used in this rating was Global Pay
Television - Cable and Direct-to-Home Satellite Operators
published in April 2013. 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 Frazer, PA, Harron Communications, L.P. (Harron)
houses the cable operating assets of Gans Communications, LP,
MetroCast Cablevision of New Hampshire, LLC, MetroCast
Communications of Connecticut, LLC, and MetroCast Communications
of Mississippi, LLC. Its cable operating companies serve
approximately 162,000 video subscribers, 137,000 high speed data
subscribers, and 47,000 telephone subscribers across New
Hampshire/Maine, Connecticut, Maryland/Virginia,
Mississippi/Alabama, Pennsylvania, and South Carolina. The Harron
family and management own the company.


HARVEST NATURAL: Reports $46-Mil. Net Income in First Quarter
-------------------------------------------------------------
Harvest Natural Resources, Inc., filed its quarterly report on
Form 10-Q, reporting net income of $46.0 million for the three
months ended March 31, 2013, compared with net income of
$2.3 million for the same period last year.

The Company currently does not have any revenue or operating cash
inflow and, historically its main source of cash has been
dividends from Petrodelta, S.A.  The Company indirectly owns a net
32 percent interest in Petrodelta.

For the three months ended March 31, 2013, the Company recorded
net income from unconsolidated equity affiliates of $49.5 million,
compared to net income from unconsolidated equity affiliates of
$16.9 million during the same period in 2011.

The Company's balance sheet at March 31, 2013, showed $629.0
million in total assets, $105.8 million in total liabilities, and
stockholders' equity of $523.2 million.

According to the regulatory filing, while the Company believes the
issuance of additional equity securities, short- or long-term debt
financing, farm-downs, delay of the discretionary portion of its
capital spending to future periods and/or operating cost
reductions could be put into place which would not jeopardize its
operations and future growth plans, these circumstances raise
substantial doubt about our ability to continue to operate as a
going concern.

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

Harvest Natural Resources, Inc., headquartered in Houston, Texas,
is an independent energy company with principal operations in
Venezuela, exploration assets in Indonesia, West Africa, and China
and business development offices in Singapore and the United
Kingdom.


HD SUPPLY: Files Form 10-Q, Incurs $131 Million Net Loss in Q1
--------------------------------------------------------------
HD Supply, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $131 million on $2.06 billion of net sales for the three months
ended May 5, 2013, as compared with a net loss of $360 million on
$1.83 billion of net sales for the three months ended April 29,
2012.

As of May 5, 2013, the Company had $6.45 billion in total assets,
$8.17 billion in total liabilities and a $1.72 billion total
stockholders' deficit.  The Company had cash and cash equivalents
of $88 million at the end of the quarter.

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

                        http://is.gd/cMrqVz

                          About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

For the 12 months ended Feb. 3, 2013, the Company incurred a net
loss of $1.17 billion on $8.03 billion of net sales, as compared
with a net loss of $543 million on $7.02 billion of net sales for
the 12 months ended Jan. 29, 2012.

                           *     *     *

As reported by the TCR on Jan. 11, 2013, Moody's Investors Service
upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3
from Caa1 and its probability of default rating to B3 from Caa1.
This rating action results from our expectations that HDS will
refinance a significant portion of its senior subordinated notes
due 2015, effectively extending the remainder of its maturities by
at least two years to 2017.

HD Supply carries a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.


HIGHWAY TECHNOLOGIES: Creditors Press for Ch. 7 Conversion
----------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that Highway Technologies
Inc.'s creditors committee urged a Delaware bankruptcy judge to
convert its case to Chapter 7, saying a piecemeal liquidation in
Chapter 11 offers little for the shuttered traffic-safety company
or its unsecured creditors.

According to the report, the usual benefits of Chapter 11 are lost
on a company that has ceased operations and terminated most of its
staff, while the added costs of the process threaten to swallow up
the few unencumbered assets that might go to unsecured creditors,
according to the committee's conversion motion.

                    About Highway Technologies

Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11325 to
13-11326) on May 22, 2013, to conduct an orderly liquidation.

Attorneys at Pachulski Stang Ziehl & Jones LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC is the claims and
notice agent.

The prepetition lenders are represented by David M. Hilllman,
Esq., at Schulte Roth & Zabel, in New York.

The company's balance sheet as of March 31, 2013, showed
$55 million in total assets and $102 million in liabilities.


HIGHWAY TECHNOLOGIES: Seeks to Sell Off Branches for $5MM
---------------------------------------------------------
Kathryn Brenzel of BankruptcyLaw360 reported that Highway
Technologies Inc. asked a Delaware bankruptcy judge to approve
agreements to sell two of its branches for about $5.25 million, as
part of the defunct traffic safety firm's efforts to wind down its
business after a soured sale brought its operations to a halt.

According to the report, the Houston-based traffic safety giant
seeks approval for two purchasing agreements to sell its Minnesota
and Montana branches, for $2.5 million to SSJS Inc. and $2.7
million to Mountain West Holding Co. LLC, respectively.

                    About Highway Technologies

Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11325 to
13-11326) on May 22, 2013, to conduct an orderly liquidation.

Attorneys at Pachulski Stang Ziehl & Jones LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC is the claims and
notice agent.

The prepetition lenders are represented by David M. Hilllman,
Esq., at Schulte Roth & Zabel, in New York.

The company's balance sheet as of March 31, 2013, showed
$55 million in total assets and $102 million in liabilities.


IGPS CO: Wants Auction Within One Month of Chapter 11 Filing
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that IGPS Co. LLC, the only plastic pallet leasing company
in the U.S., filed for Chapter 11 reorganization on June 4 and
will hold a hearing on June 21 where the bankruptcy judge in
Delaware will establish procedures for selling the business at
auction.

According to the report, there is already an agreement where
Balmoral Funds LLC, One Equity Partners LLC, and Jeff and Robert
Liebesman will buy the business in exchange for $36 million in
secured debt, $1 million cash, and assumption of the loan
financing bankruptcy.  The prospective buyers recently purchased
the $250 million working-capital loan on which $148.8 million is
outstanding.

The report notes that the company wants the bankruptcy judge to
require the initial submission of competing bids by June 28,
followed by an auction on July 1.

                           About iGPS

iGPS Company LLC -- http://www.igps.net-- is the operator and
owner of the largest global pallet rental pool of lightweight,
100% recyclable plastic platforms with embedded RFID tags.
IGPS is owned by funds affiliated with Pegasus Capital Advisors LP
and Kelso & Co. LP.

iGPS filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 13-11459) on June 4, 2013, to sell its assets to a group led
by Balmoral Funds LLC, absent higher and better offers.

The Debtor estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.

The Debtor has obtained agreement of Crystal Financial LLC to
provide the Debtor with a $12 million DIP facility to fund
operations during and after the Chapter 11 sales process.

The Debtor has tapped Fox Rothschild LLP and White & Case LLP as
attorneys; Shaun Martin of Winter Harbor LLC as chief
restructuring officer; and AlixPartners LLC as claims and noticing
agent.


IGPS COMPANY: Meeting to Form Committee Set for June 14
-------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on June 14, 2013, at 10:00 a.m.in
the bankruptcy case of IGPS Company LLC.  The meeting will be held
at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 2112
         Wilmington, DE 19801

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

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

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

                           About iGPS

iGPS Company LLC -- http://www.igps.net-- is the operator and
owner of the largest global pallet rental pool of lightweight,
100% recyclable plastic platforms with embedded RFID tags.
IGPS is owned by funds affiliated with Pegasus Capital Advisors LP
and Kelso & Co. LP.

iGPS filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 13-11459) on June 4, 2013, to sell its assets to a group led
by Balmoral Funds LLC, absent higher and better offers.

The Debtor estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.

The Debtor has obtained agreement of Crystal Financial LLC to
provide the Debtor with a $12 million DIP facility to fund
operations during and after the Chapter 11 sales process.

The Debtor has tapped Fox Rothschild LLP and White & Case LLP as
attorneys; Shaun Martin of Winter Harbor LLC as chief
restructuring officer; and AlixPartners LLC as claims and noticing
agent.


INTCOMEX INC: S&P Lowers CCR to 'CCC+'; Outlook Developing
----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Intcomex Inc. to 'CCC+' from 'B'.  The downgrade
reflects weak operating performance, limited covenant headroom,
and debt that matures over the next 12 to 18 months.  The outlook
is developing.

S&P also lowered its issue-level rating on the company's second-
priority senior secured notes to 'CCC' from 'B-'.  The recovery
rating on this debt remains '5', indicating S&P's expectation that
lenders can expect modest (10% to 30%) recovery in the event of a
payment default.

"Our ratings on Intcomex reflect its weak liquidity, limited
covenant cushion, and debt, all of which will mature over the
coming 18 months," said Standard & Poor's credit analyst Martha
Toll-Reed.

"Standard & Poor's ratings on Intcomex also reflect our
expectation that the company's modest earnings and cash flow from
operations, as well as geographic concentration in Latin American
markets, will limit near-term improvement in the company's "highly
leveraged" financial risk profile.  Intcomex's "vulnerable"
business risk profile reflects its relatively narrow geographic
presence and second-tier position in the highly competitive and
global distribution market.  However, we expect the company to
benefit over the next 12 months from a relatively diverse customer
base, low PC penetration rates in Latin America, and year-over-
year reductions in inventory obsolescence and liquidation
charges," S&P said.

The developing outlook reflects the potential for ratings to be
raised or lowered within the next 12 months.  Operating
performance improvements in the near term, together with adequate
covenant headroom and refinancing of the senior notes by the end
of calendar 2013, could lead to higher ratings.  Lack of near-term
operating performance improvement, or failure to meet the
Sept. 30, 2013 covenant step-up under Intcomex's secured revolving
credit facility, could lead to lower ratings.


IRON MOUNTAIN: Moody's Says IRS Investigation is Credit Negative
----------------------------------------------------------------
Moody's Investors Service said that Iron Mountain Incorporated's
announcement about recent developments with the IRS in its real
estate investment trust conversion process is credit negative.

Moody's carries these not-prime ratings for Iron Mountain:

  LT Corporate Family Ratings (Domestic), Ba3

  Senior Subordinate (Foreign), B1

  Senior Subordinate (Domestic), B1

  Senior Subordinate Shelf (Domestic), (P)B1

  Probability of Default, Ba3-PD

Headquartered in Boston, Iron Mountain (ticker: IRM) is an
international provider of information storage and related
services. Annual revenues are approximately $3 billion.


K-V PHARMACEUTICAL: Convertible Noteholders Win Auction
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the tug-of-war between two creditor groups for
ownership of K-V Pharmaceutical Co. may be over.  K-V was slated
to tell Bankruptcy Allan L. Gropper at a hearing June 7 that a
group of convertible noteholders came out on top with a proposal
that will pay off senior secured debt in full, with interest.

"The auction has already occurred and any further auction process
is unnecessary," the company said in a court filing.

The report notes that under the Chapter 11 reorganization plan
originally filed in January and modified later, holders of $225
million in first lien notes were to become the new owners through
a debt swap.  Then, holders of $200 million in convertible notes
laid out an alternative where they would become owners.  Holders
of 75 percent of the senior notes made yet another proposal.

The report relates that following a hearing early last week,
convertible noteholders made still more improvements in their plan
proposal.  Among other issues, the pot for general unsecured
creditors was raised to $10.25 million, meaning that constituents
of the official creditors' committee are looking at an 80 percent
recovery, according to a court filing.  The latest proposal from
convertible noteholders is supported by the company and the
committee and memorialized in a plan-support agreement.

The report shares that the convertible noteholder offer is
supported by holders of 91 percent of the issue.  The holdout is
Silver Point Finance LLC, which is also agent for the senior
secured creditors.  The convertible noteholder group includes
Capital Ventures International, Greywolf Capital Overseas Master
Fund and an affiliate, and Kingdon Capital Management LLC.

The report says that Silver Point serves as agent for senior
noteholders in their roles as so-called DIP lenders.  Silver
Point, Whitebox Advisors LLC, and Pioneer Investment Management
Inc. among themselves owned $152 million of the $225 million in
senior secured notes, according to a court filing by their lawyers
in September.

The senior noteholders argued earlier in the case that the
convertible noteholders were "out-of-the-money."

                    About K-V Pharmaceutical

K-V 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, 2012, 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 employed 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 tapped
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 members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


KAHN FAMILY: Can Hire Bill Quattlebaum, CPA as Accountant
---------------------------------------------------------
Kahn Family, LLC, sought and obtained permission from the U.S.
Bankruptcy Court for the District of South Carolina to employ Bill
Quattlebaum, CPA of Elliott Davis, LLC, as accountant.

To the best of the Debtor's knowledge, Mr. Quattlebaum and his
accounting business are "disinterested persons" as that term is
defined in Section 101(14) of the Bankruptcy Code.

According to Mr. Quattlebaum, his fee range of $265 per hour is
equal to and more likely less than those charged for similar
services in the accounting business.

                       About Kahn Family, LLC

Kahn Family, LLC, and Kahn Properties South, LLC, filed bare-bones
Chapter 11 petitions (Bankr. D. S.C. Case Nos. 13-02354 and
13-02355) on April 22, 2013.  Kahn Family disclosed $50 million to
$100 million in assets and liabilities.  Geoffrey Levy, Esq., at
Levy Law Firm, LLC, serves as the Debtors' counsel.


KGR LLC: Case Summary & 8 Unsecured Creditors
---------------------------------------------
Debtor: KGR, LLC.
        11265 Bridge House Road
        Windermere, FL 34786

Bankruptcy Case No.: 13-07423

Chapter 11 Petition Date: June 4, 2013

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

Judge: Catherine Peek McEwen

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $1,730,000

Scheduled Liabilities: $17,786,174

A copy of the Company's list of its eight unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flmb13-07423.pdf

The petition was signed by Dawn Tottel, manager.

Affiliates that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Chaps Hospitality, LLC                12-05072            04/02/12
Hanar, LLC                            12-04470            07/07/12
Laan Hospitalities, LLC               12-00252            01/17/12
Laven Hospitality, LLC.               12-18535            12/10/12
U.S. Land Trust No. 99                12-01855            02/10/12
VLG Hospitality, LLC                  12-01689            02/07/12


LEHMAN BROTHERS: Settlement to Generate $2.3 Billion
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that reorganized Lehman Brothers Holdings Inc. disclosed
that the settlement with the trustee for the brokerage subsidiary
Lehman Brothers Inc. became effective on June 7.

For the Lehman parent, implementation of the settlement is
important because it satisfies one of the conditions to completion
of the sale of about $5.3 billion of the $14 billion in unsecured
claims allowed by the settlement against the brokerage subsidiary,
according to the report.

The report notes that the Lehman parent already arranged sales to
generate $2.354 billion in cash for distribution to creditor under
the confirmed Chapter 11 plan.  In addition to the $14 billion
unsecured claim, the settlement gave the Lehman holding company $2
billion cash and a $240 million priority claim that will be paid
in full.  Selling the claim against the broker enables the Lehman
parent to accelerate distribution to its creditors because the
trustee for the Lehman broker isn't in a position yet to make
distributions on general claims.

                     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.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Brokerage Making Full-Payment Distribution
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Lehman Brothers Inc., the brokerage
subsidiary of Lehman Brothers Holdings Inc., began making a
distribution on June 7 that will result in full payment on
customer claims.  In aggregate, the Lehman distributions are the
largest ever in the liquidation of a broker.

According to the report, the latest distribution was made possible
in April when the bankruptcy court in New York approved a
settlement ending disputes with the Lehman parent and with the
U.K. liquidators for Lehman Brothers International (Europe).
Agreements in principle were announced in October.

The report notes that when the Lehman brokerage trustee James
Giddens began the distribution, he had $25 billion under his
control.  Satisfying customer claims means he can now turn
attention to the resolution and payment of 12,000 claims of
general creditors.  Mr. Giddens said in a statement the claims
process is "well advanced," although he didn't say how much will
be distributed or when.

Mr. Giddens hasn't yet made any distribution to non-customers.
The brokerage is in liquidation under the Securities Investor
Protection Act where Mr. Giddens can make distributions with court
approval and without a vote of creditors.

                     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.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEVEL 3 FINANCING: S&P Corrects Rating on $1.2BB Sr. Notes to CCC+
------------------------------------------------------------------
Standard & Poor's Rating Services corrected its rating on Level 3
Financing Inc.'s $1.2 billion 8.125% senior notes due 2019 by
raising it to 'CCC+' from 'CCC'.  The recovery rating is '6',
indicating S&P's expectation for minimal (0% to 10%) recovery of
principal in the event of a default.  On June 3, 2013, S&P raised
the corporate credit rating on global telecommunications provider
Level 3 Communications Inc. to 'B' from 'B-', as well as issue-
level ratings on debt of subsidiary Level 3 Financing Inc.  Level
3 Escrow Inc. originally issued the $1.2 billion senior notes to
finance the purchase of Global Crossing Ltd.  The notes were
subsequently assumed by Level 3 Financing Inc. and should have
been included in the June 3 upgrade of the other Level 3 Financing
Inc. unsecured debt.

RATINGS LIST

Level 3 Communications Inc.
Corporate Credit Rating              B/Stable/--

Upgraded
                                      To            From
Level 3 Financing Inc.
Senior Notes Due 2019                CCC+          CCC
  Recovery rating                     6             6


LIFE UNIVERSITY: Moody's Affirms 'Ba3' Rating on Revenue Bonds
--------------------------------------------------------------
Moody's Investors Service has affirmed its Ba3 rating on Life
University's Series 2008 Revenue Bonds issued by the Development
Authority of the City of Marietta. The rating outlook remains
stable.

Rating Rationale:

The Ba3 rating reflects Life University's narrow market niche and
limited financial resource base. Credit strengths include growing
net tuition revenue and healthy cash flow in support of debt
service as well as improving liquidity. Credit challenges include
revenue and programmatic concentration, high reliance on
availability of student loans, and limited financial resources.
The stable outlook reflects expected continuation of positive
momentum in student revenue growth and healthy cash flow from
operations.

Challenges:

- Narrow market focus with the majority of Life's students
   enrolled in its Chiropractic College and vulnerable to changes
   in demand for chiropractic education. This uncommon
   programmatic focus also exposes the university to longer term
   changes in the demand for chiropractic services.

- High reliance on ability and willingness of students to borrow
   for their education, with a typical chiropractic student
   borrowing a little over $50,000 per academic year.

- Small albeit growing revenue base, with $51 million of
   operating revenues in FY 2012, remaining below Moody's median
   for Baa-rated private universities of $74 million. Revenue
   growth will be crucial to the university's financial health, as
   peak debt service of $6.3 million (in 2038) amounts to 12% of
   FY 2012 operating expenses.

- Limited balance sheet cushion supporting debt and operating
   expenses; $14.8 million of expendable financial resources
   (based on audited FY 2012 data) provide limited financial
   flexibility relative to debt (0.21 times) and operations (0.29
   times).

- Limited fundraising with three-year average gift revenue of
   $2.0 million per year in fiscal years 2010 through 2012. Donor
   support over time could aid in diversifying the university's
   highly concentrated revenue (student charges made up 96% of
   operating revenues in FY 2012) as well as achieving its various
   strategic initiatives.

Strengths:

- Sustained rebound in enrollment following sharp decline in 2003
   related to accreditation issues. The student market position is
   led by the Doctor of Chiropractic program, which generated
   approximately 89% of net student tuition and fees in
   preliminary results for FY 2013. Full-time equivalent
   enrollment for the fall of 2012 was 2,312 students, up 1.6%
   from the prior year. Net tuition revenue grew a healthy 22%
   between FY 2012 and FY 2010, and is up another 5% based on
   preliminary, unaudited results for FY 2013.

- Demonstrated fiscal discipline with operating cash flow margin
   of 19.1% in FY 2012 and debt service coverage has averaged 1.8
   times in fiscal years 2010 through 2012.

- Credit profile aided by mortgage pledge of property for the
   entire campus located in Marietta, 18 miles northwest of
   downtown Atlanta, as well as a debt service reserve fund

- Growth in revenues derived from debt-financed capital
   investments, including student housing and dining. When
   combined with principal retirement, the revenue growth is
   reducing operating leverage with debt to operating revenue of
   1.4 times for FY 2012 down from 1.8 times for FY 2009.

- The university's debt is all fixed rate with relatively level
   debt service.

Outlook:

Moody's stable outlook reflects Moody's expectations of continued
balanced operations, sustained rebuilding of tuition revenue and
steady rebuilding of flexible reserves.

What Could Make the Rating Go Up?

Consistently strong cash from operations in support of debt
service, revenue growth, and an increase in revenue diversity,
including diversity of tuition revenue; material financial
resource growth and limited additional debt

What Could Make the Rating Go Down?

Enrollment losses leading to further financial instability;
weakening of financial resource levels or operating performance

Methodology:

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


LIGHTSQUARED INC: Harbinger Given Approval to Pay Fee for Loan
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Harbinger Capital Partners LLC, the controlling
shareholder of LightSquared Inc., received permission from the
bankruptcy judge June 6 to pay $80 million of its own money in
fees for Jefferies LLC to arrange financing paying off
LightSquared's debt in full.

According to the report, insuring that creditors won't incur a
loss will enable Philip Falcone's Harbinger to retain ownership of
LightSquared.  Existing lenders have been fighting with Harbinger
over control of LightSquared's Chapter 11 reorganization begun in
May 2012.  The need for financing to pay off debt in full took on
new urgency after Bloomberg News reported last month that Dish
Network Corp. Chairman Charlie Ergen offered to purchase the
spectrum currently licensed to LightSquared for $2 billion.  Dish
has acquired some of LightSquared's debt.

                      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, 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.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


MERIDIAN SPORTS: Health Club Now Owned by Praesidian
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Meridian Sports Clubs of California LLC emerged from
bankruptcy reorganization under ownership of secured lender
Praesidian Capital.

According to the report, the bankruptcy court signed a
confirmation order approving the plan in May.  In exchange for
$16.4 million in secured debt, Praesidian received 84 percent of
the stock and a new term loan for $7.5 million.  Unsecured
creditors with claims ranging between $3 million and $8.5 million
were told to expect a recovery of 6 percent to 17 percent.
Existing ownership was extinguished.

The club has 15,000 members, according to an e-mailed statement
from Praesidian.  A new club was opened during bankruptcy in
Honolulu.

                   About Meridian Sports Club

Meridian Sports Clubs of California LLC, a chain of health clubs
mostly in southern California, sought Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-19163) on Oct. 16, 2012, in
Woodland Hills, California.  Two affiliates also sought Chapter 11
protection.

As of the bankruptcy filing, Meridian owned or operated 10 sports
clubs, seven of which are located in southern California, one in
northern California, one in Nevada, and one in Honolulu, Hawaii.
Meridian had approximately 580 employees, of which approximately
one-third are full-time.  The Debtors' average bi-monthly gross
payroll is $375,000 to $400,000.

Meridian filed official lists showing assets of $1.6 million and
debt totaling $18.7 million.


MF GLOBAL: Unsecured Bonds Fell 20% Last Week
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that MF Global Holdings Ltd. unsecured bonds fell almost
20 percent in price last week in the absence of publicly available
information explaining the plunge.

On June 5, the last reported trade for the $325 million in 6.25
percent senior unsecured notes due 2016 was 66.437 cents on the
dollar, according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.

The report notes that the first trade the next morning, June 6,
was for 55 cents, a decline of 17.2 percent.  The notes traded as
low as 50 cents on June 6, for a 24.7 percent loss from the day
before.  They last traded that day for 57 cents.  On June 7, the
notes opened lower at 55.18.  The trade at 2:29 p.m. June 7 was
lower still at 53.5, representing a 19.5 percent decline since
June 5.  Public announcements don't explain the decline.

The report relates that the holding company's trustee Louis Freeh
disclosed about 6:40 p.m. on June 4 that the Chapter 11 plan
became effective and others would assume his role pursing lawsuits
and collecting remaining assets of the bankrupt estate.  About two
hours later on the evening of June 4, the separate trustee for the
brokerage subsidiary filed one his periodic status reports.
Trustee James Giddens said most customers should receive a 94
percent recovery following implementation of settlement with the
U.K. subsidiary and JPMorgan Chase & Co., without taking into
consideration further recoveries from lawsuits such as that
against MF Global officers and directors.

The report relays that Mr. Giddens's report and the effective date
of the holding company plan don't explain the drop in price at the
end of the week because the notes in fact rose slightly in price
over the course of trading on June 5, the day following the two
announcements.  The 6.25 percent notes have been on an up and down
trajectory in the last year.  The peak was 78.563 cents on
Feb. 20, compared with trading around 65 cents in December.  In
August, the debt could have been bought in the 40s.

The report notes that observers of MF Global aren't lacking of
speculation about the causes for the price decline, although no
one so far can point to a verifiable reason.  Among the possible
explanations is the idea that early buyers are taking profits and
finding purchasers in the 50s.  Or, there might have been a major
buyer who made a mistake in calculating how much the debt will
yield through the MF Global Chapter 11 plan.

                        About MF Global

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

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

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

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

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

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

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MILLER-HOLZWARTH INC: Optex Teams with Auction Cos. to Win Assets
-----------------------------------------------------------------
Optex Systems Holdings, Inc., a manufacturer of optical sighting
systems and assemblies primarily for Department of Defense
applications, on June 10 disclosed that the Company collaborated
with two auction companies to be the successful bidder in the
recent auction of the former Miller-Holzwarth, Inc. assets.

Optex teamed with BidItUp Auctions Worldwide, Inc. and Maynard
Industries in the bankruptcy auction, held at the Medina, Ohio
County Courthouse on June 6, 2013.  With Maynard and BitItUp,
Optex submitted the combined winning bid of $750,000 for the real
estate, machinery, inventory, intellectual property and other
intangibles.

"We are extremely pleased with this acquisition of assets,
intellectual property, and related products," stated Optex CEO
Danny Schoening.  "Not only were we able to acquire piece parts
and tooling at greatly reduced prices for existing Optex products,
we also secured designs and product models of parts that
previously had been single-sourced only through MHI.  We are now
able to add new product lines, complementing our existing core
competencies, while bringing valuable inventory and tooling which
has already passed critical customer testing.  This could not have
happened without the diligent work from the teams from BidItUp and
Maynard."  Mr. Schoening noted that the remaining assets including
the land, building and inventory including machinery and
furnishings were acquired by BidItUp and Maynard Industries.

"While we continue to work diligently to grow Optex organically,
we are also executing our plan to actively pursue strategic
acquisitions which will be accretive to our earnings and
strengthen our relationships with our customers," states Merrick
Okamoto, Chairman of the Optex Board of Directors.

"The key to winning this bid was the inclusion of Optex, the
industry leader," commented Senior VP of Maynard Industries,
Matthew DelGuidice.  "We will continue to work together and
efficiently work our way through this transaction."


MIRADA DEL LAGO: Court Values Sierra County Lot Asset at $1MM
-------------------------------------------------------------
Bankruptcy Judge David T. Thuma finds that the value of a New
Mexico real property owned by Mirada Del Lago, LLC, is $1,030,330.

Mirada Del Lago filed for bankruptcy on Nov. 15, 2012 (Case 11-12-
14204 TA, Bankr. N.M.).  It owns a contiguous 180.2-acre parcel of
real proprety in Sierra County, New Mexico -- about 100.53 acres
of which is unimproved, while the balance is improved with a
31-lot subdivision.

Judge Thuma conducted a valuation hearing and heard the
testimonies of appraisers retained separately by the Debtor and
First American Bank.  First American has a mortgage on the
Property.  The appraisers arrived at different values for the
Property -- Dr. Vincent Barrett's $1,690,000 value is about 233%
higher than Dr. Gareth Burman's $725,000 estimate.

On review, the Court elected to find a value for the property that
is a weighed average of the two appraised values, with 2/3 of the
weight given to Mr. Burman's value.

To the extent it may be needed at a future hearing, Judge Thuma
holds that 62% of the $1,030,330 final appraised value is the
value of the Improved Lots and 38% is the value of the Unimproved
Tract.

A copy of Judge Thuma's May 28, 2013 Memorandum Opinion available
at http://is.gd/ioele1from Leagle.com.

The Debtor was represented by its counsel David Hernandez, Esq.

First American was represented by its counsel Gail Gottlieb, Esq.
and Christopher Holland, Esq., of Sutin Thayer & Browne.


MISTY WATERS: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Misty Waters, L.L.C.
        3320 East Century Avenue
        P.O. Box 1254
        Bismarck, ND 58502-1254

Bankruptcy Case No.: 13-30390

Chapter 11 Petition Date: June 4, 2013

Court: U.S. Bankruptcy Court
       District of North Dakota (Fargo)

Debtor's Counsel: Erik A. Ahlgren, Esq.
                  AHLGREN LAW OFFICE, PLLC
                  220 W. Washington Avenue, Suite 105
                  Fergus Falls, MN 56537
                  Tel: (218) 998-2775
                  Fax: (218) 998-6404
                  E-mail: erik@ahlgrenlaw.net

Estimated Assets: $0 to $50,000

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

The Company?s list of its three largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ndb13-30390.pdf

The petition was signed by Steven McCormick, managing member.


NE OPCO: National Envelope Files for Chapter 22
-----------------------------------------------
Emily Glazer, writing for The Wall Street Journal, reports that NE
Opco Inc., the holding company for closely held National Envelope,
filed for Chapter 11 bankruptcy protection on June 10, its second
such filing in three years.  According to people familiar with the
matter, the goal is to facilitate a sale of the business with
publicly traded competitor Cenveo Inc., a possible bidder.

According to the WSJ report, law firm Richards, Layton & Finger,
represents the company, and PricewaterhouseCoopers LLP serves as
financial adviser.  Weil, Gotshal and Manges LLP is advising Gores
Group.

According to the report, National Envelope will consider filing a
plan of reorganization or selling its assets to the highest bidder
at a bankruptcy court-overseen auction.  It said it has received
"significant interest" to date from potential bidders, which it
hopes would lead to a "spirited and robust bidding process" if it
does in fact pursue a sale.

The report notes National Envelope, based in Frisco, Texas, is
hoping to secure court approval for $67.5 million in bankruptcy
financing from a lender group led by asset-management company
Salus Capital, which National Envelope says will help fund its
continued operations during the Chapter 11 case.  Salus Capital is
a subsidiary of Philip Falcone's Harbinger Group Inc.

According to coverage by the Troubled Company Reporter, the
previous entities, Uniondale, New York-based NEC Holdings Corp.,
together with affiliates, including National Envelope Inc., filed
for Chapter 11 (Bankr. D. Del. Lead Case No. 10-11890) on June 10,
2010.  Kara Hammond Coyle, Esq., at Young Conaway Stargatt &
Taylor LLP, served as bankruptcy counsel to the 2010 Debtors.
David S. Heller, Esq., at Josef S. Athanas, Esq., and Stephen R.
Tetro II, Esq., at Latham & Watkins LLP, served as co-counsel.
The Garden City Group acted as the claims and notice agent.
Bradford J. Sandler, Esq., and Robert J. Feinstein, Esq., at
Pachuiski Stang Ziehl & Jones LLP, represented the Official
Committee of Unsecured Creditors appointed in the 2010 case.
Morgan Joseph & Co., Inc., served as the financial advisor to the
Committee.  NEC Holdings estimated assets and debts of $100
million to $500 million in the 2010 Chapter 11 petition.

In September 2010, National Envelope's key assets were bought in
a roughly $208 million deal by The Gores Group LLC, a West Coast
private equity firm.

Judge Peter J. Walsh on Dec. 13, 2011, approved NEC Holdings'
request to convert its Chapter 11 case into a full liquidation.
Judge Walsh approved NEC's October request to liquidate the
remainder of its assets, which the company said was necessary
because it was quickly running out of cash to cover the remaining
claims against it, including the cleanup of a New Jersey
manufacturing site.  On Dec. 15, 2011, the United States Trustee
for the District of Delaware appointed Alfred T. Giuliano as the
Interim Trustee/Trustee of the Debtors' Estates.

According to the WSJ report, people familiar with the matter said
National Envelope several months ago attempted an out-of-court
restructuring but was unsuccessful.

WSJ also notes Cenveo, an industry leader, has reported a decrease
in direct mail by financial institutions.  The company, which is
based in Stamford, Conn., also has struggled with lower sales and
higher costs, according to a May filing.


ORCHARD SUPPLY: May File for Chapter 11 This Week
-------------------------------------------------
Orchard Supply Hardware LLC, the operator of 89 hardware stores in
California, could file for Chapter 11 protection as soon as this
week, Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports, citing two people familiar with the situation.

According to the report, Standard & Poor's said in April that the
company will need a restructuring to deal with debt maturing in
October.  Several prospective buyers are vying to be the
stalkinghorse to submit the first bid at an auction sanctioned by
the bankruptcy court, the people said.

The report notes that the $55.2 million secured term loan matures
at latest in December and possibly in October.

                         About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation,
parent of Orchard Supply Hardware LLC, operates neighborhood
hardware and garden stores focused on paint, repair and the
backyard.  It was spun off from Sears Holdings Corp. in 2012.

Orchard Supply on Feb. 11, 2013, expanded its existing Senior
Secured Credit Facility with Wells Fargo Capital Finance and Bank
of America, N.A., increasing total borrowing capacity to $145
million through the addition of a $17.5 million last-in-last-out
supplemental term loan tranche.  On Feb. 14, the Company obtained
a waiver from current Term Loan lenders related to compliance with
the leverage ratio covenant for the fiscal quarter ended Feb. 2,
2013, and the fiscal quarter ending May 4, 2013, which means that
the next applicable measurement date for the leverage covenant is
Aug. 3, 2013, subject to the Company's continued compliance with
the terms and conditions set forth in the waiver.  The Company
continues to work with Moelis & Co. toward the refinancing or
modification of its Senior Secured Term Loan.  The Company also
continues to explore several actions designed to restructure its
balance sheet for a sustainable capital structure, including
seeking new long term debt or equity.

The Wall Street Journal has reported that Orchard Supply also has
hired restructuring lawyers at DLA Piper and financial adviser FTI
Consulting, while people familiar with the matter said some
lenders involved in restructuring talks have engaged Zolfo Cooper
LLC and Dechert LLP.  WSJ relates people familiar with the talks
said Orchard Supply and its lenders are discussing an out-of-court
restructuring or a so-called prepackaged bankruptcy filing.

Orchard Supply disclosed a net loss of $118.37 million for the
fiscal year ended Feb. 2, 2013, as compared with a net loss of
$14.45 million for the fiscal year ended Jan. 28, 2012.  The
Company's balance sheet at Feb. 2, 2013, showed $407.41 million in
total assets, $438.02 million in total liabilities and a $30.61
million total stockholders' deficit.

                         Bankruptcy Warning

"[W]hile we anticipate continued compliance with the terms and
conditions of the waiver while we address the terms of our
restructuring, failure to comply with the terms and conditions of
the waiver could cause the effectiveness of the waiver to
terminate.  In the event the waiver terminates, there would be a
default under the Senior Secured Term Loan and, as a result, the
lenders under the Senior Secured Term Loan could declare the
outstanding indebtedness to be due and payable, in acceleration of
the current maturity dates of December 21, 2013 and December 21,
2015.  As a result of the cross-default provisions in our debt
agreements, a default under the Senior Secured Term Loan could
result in a default under, and the acceleration of, payments in
the Senior Secured Credit Facility.  If payments under our credit
facilities were to be accelerated, we anticipate that we would
seek protection under the Bankruptcy Code," according to the
Company's annual report for the period ended Dec. 31, 2012.


PEREGRINE FINANCIAL: CFTC Sues U.S. Bank for Aiding Ponzi Scheme
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bank NA was sued by the U.S. Commodity Futures
Trading Commission in a complaint alleging the bank "knowingly"
facilitated the Ponzi scheme perpetrated at Peregrine Financial
Group Inc. by former Chief Executive Russell R. Wasendorf Sr., now
serving a 50-year prison sentence.

According to the report, the June 5 complaint alleges that the
Minneapolis-based bank allowed Peregrine to use customers'
deposits to serve as collateral for loans to Mr. Wasendorf, his
companies and his wife.  Customers' money was improperly diverted,
according to the complaint, to pay for Mr. Wasendorf's private
jet, restaurant and divorce settlement.  "If money is recovered
and it goes to customers, it's a good thing," Peregrine bankruptcy
trustee Ira Bodenstein said in an interview.  "It fills a hole."

The report notes that Mr. Bodenstein said he is considering filing
a suit of his own against the bank.  While he considers how to
proceed, Mr. Bodenstein had the bankruptcy court temporarily halt
a class suit customers brought against the bank.

In an e-mailed statement by Senior Vice President Tom Joyce, the
bank said it was "a victim of the same fraud" and will fight the
lawsuit.  The bank denied knowing Peregrine was a fraud and said
the CFTC's theory is "unprecedented."

The report relates that the bank said the fraud was made possible
partly by regulations in force at the time allowing Mr. Wasendorf
to intercept communications from regulators to the bank.  That
allowed Mr. Wasendorf to fabricate responses by the bank and cover
up the Ponzi scheme.

Mr. Rochelle notes that in the liquidation of MF Global Holdings
Ltd., the trustee allowed a class suit to proceed, coupled with an
agreement that recoveries are to be funneled to investors through
the bankruptcy.  When customers sue, a defendant can't
successfully raise some defenses that might partly or wholly bar a
suit by a bankruptcy trustee.

The report says that Mr. Bodenstein said he will meet soon with
the CFTC to discuss the suit.  The CFTC's suit asked a U.S.
District Court in Iowa to compel the bank to make restitution to
Peregrine customers who lost money.  The CFTC also wants the bank
to pay a civil penalty and disgorge commissions, fees, and
interest earned on money that was improperly handled.

The report relays that the CFTC suit was assigned to the same
district judge that handled Mr. Wasendorf's criminal case and
sentencing.  The Peregrine fraud was discovered when Mr. Wasendorf
tried unsuccessfully to commit suicide in the headquarters'
parking lot.

The CFTC suit is U.S. Commodity Futures Trading Commission v. U.S.
Bank NA, 13-cv-02041, U.S. District Court, Northern District of
Iowa (Eastern Waterloo).

                   About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PHOENIX DEVELOPMENT: Can Employ Harris & Liken as Counsel
---------------------------------------------------------
Phoenix Development and Land Investment, LLC, sought and obtained
approval from the Bankruptcy Court to employ Harris & Liken, LLP
as counsel.

The Debtor says it needs to hire Harris & Liken to enable it to
properly manage its estate and obtain confirmation of a Chapter 11
plan.

Ernest V. Harris, Esq., a member of the firm, is an attorney
specializing in bankruptcy law who is already familiar with the
case.  The Debtor has agreed to pay Mr. Harris at his standard
hourly rate, which is presently $350 an hour.  Christopher J.
Liken, a partner in the firm, will charge $250 an hour.  An
associate, Courtney M. Davis, will charge $175 per hour.

The Debtor's manager, Conway Broun, has paid the firm $4,000 for
prepetition services rendered through the filing of the petition.

                     About Phoenix Development

Phoenix Development and Land Investment, LLC, filed a Chapter 11
bankruptcy petition (Bankr. M.D. Ga. Case No. 13-30596) in Athens,
Georgia, on May 6, 2013.  The Watkinsville, Georgia-based company
disclosed total assets of $31.7 million and liabilities of
$4.31 million in its schedules.  The petition was signed by Conway
Broun as manager.  Ernest V. Harris, Esq., at Harris & Liken, LLP,
serves as the Debtor's counsel.

The Debtor owns a 45-acre property on Milledge Avenue and
Whitehall Road, in Athens, valued at $5.5 million and pledged as
collateral to a $4 million debt to SCB&T, NA.  The Debtor's
declared assets include at least $22 million in claims against
insurance companies and the Board of Regents of Georgia.


PMI GROUP: Creditors to Recover About 26% to 29% from Plan
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that PMI Group Inc., once the owner of a mortgage-
insurance company, has a July 18 confirmation hearing for approval
of a Chapter 11 plan where holders of $691 million in senior
unsecured notes are predicted to have a 29 percent recovery.

According to disclosure materials approved on June 5 by the U.S.
Bankruptcy Court in Delaware, general unsecured creditors with
$6.3 million to $10.3 million in claims are to recover 26 percent
to 27 percent.  In addition to pro rata distributions of cash,
unsecured creditors and noteholders will receive stock in
reorganized PMI.  There are no secured creditors.  Senior
noteholders recover slightly more than general creditors because
noteholders benefit from subordination provisions in $52.9 million
in subordinated notes whose holders receive nothing from the plan.

At the outset of Chapter 11, PMI had $165 million in cash.  The
hoard since then increased to $200 million available for
distribution to creditors under the plan.

The company still has about $1.2 billion in tax loss carry
forwards.  The total will be reduced by debt forgiven through
bankruptcy.

PMI and creditors attempted without success to find a plan sponsor
who would make an investment based on utilization of tax losses.

                      About The PMI Group

The PMI Group, Inc., is an insurance holding company whose stock
had, until Oct. 21, 2011, been publicly-traded on the New York
Stock Exchange.  Through its principal regulated subsidiary, PMI
Mortgage Insurance Co., and its affiliated companies, the Debtor
provides residential mortgage insurance in the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.

The Plan provides that, generally, each holder of an allowed
secured claim will be paid in full in cash.  The Debtor did not
schedule any claims as secured claims, but notes that
approximately $129,000 in fixed amount has been asserted on an
aggregate basis in proofs of claim filed against it, all subject
to review and possible objection.


PWK TIMBERLAND: Submits Amended List of Top Unsecured Creditors
---------------------------------------------------------------
PWK Timberland LLC submitted an amended list that identifies its
top 12 unsecured creditors, a copy of which is available for free
at http://is.gd/S6A4no

Creditors with the three largest claims are:

  Entity                 Nature of Claim        Claim Amount
  ------                 ---------------        ------------
H. Aubrey White, III     tendering member         $876,146
4109 Maidstone Drive      (51.53801#units)
Lake Charles, LA 70605


Esther White Goldstein    tendering member        $808,860
5223 Sunningdale          (47.58004 #units)
Charlotte, NC 28277-2682

Melissa White Harper      tendering member        $808,860
2581 Orchard Knob SE      (47.58004 #units)
Atlanta, GA 30339-4620

                    About PWK Timberland

Lake Charles, Louisiana-based PWK Timberland LLC sought Chapter 11
protection (Bankr. W.D. La. Case No. 13-20242) on March 22, 2013.
Gerald J. Casey, Esq., serves as counsel to the Debtor.
The Debtor disclosed $15,038,448 in assets and $1,792,957 in
liabilities as of the Chapter 11 filing.

The Debtor's Chapter 11 plan is due Sept. 18, 2013.


RITE AID: Moody's Assigns 'B3' Rating to New $500MM Sr. Term Loan
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 to Rite Aid Corporation's
proposed $500 million Tranche 2 senior secured second lien term
loan due 2021. At the same time, Moody's affirmed Rite Aid's B3
Corporate Family Rating, B3-PD Probability of Default Rating, and
SGL-2 Speculative Grade Liquidity rating.

The proceeds from the proposed facility along with borrowings
under its revolving credit facility will be used to repay in full
Rite Aid's $500 million 7.5% second lien notes due 2017. Moody's
views this refinancing as a credit positive event as it will
reduce Rite Aid's annualized interest expense going forward which
will improve interest coverage. The refinancing will also benefit
Rite Aid's debt maturity profile.

The following ratings are assigned and are subject to the
successful closing of the transaction and review of final
documentation:

  Proposed $500 million second lien term loan due 2021 at B3 (LGD
  4, 56%)

The following ratings are affirmed with point estimate changes:

  $650 million 8% senior secured first lien notes due 2020 at B1
  (LGD 2, 25%) from (LGD 2, 26%)

  $1.795 billion asset based revolving credit facility due 2018 at
  B1 (LGD 2, 25%) from (LGD 2, 26%)

  $1.161 Tranche 6 first lien term loan due 2020 at B1 (LGD 2,
  25%) from (LGD 2, 26%)

  $470 million second lien term loan due 2020 at B3 (LGD 4, 56%)
  from (LGD 4, 57%)

  Guaranteed senior unsecured notes at Caa2 (LGD 5, 81%) from (LGD
  5, 82%)

The following ratings are affirmed:

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

  Unguaranteed senior unsecured notes at Caa2 (LGD 6, 95%)

  Speculative Grade Liquidity rating at SGL-2

The following ratings will be withdrawn upon the closing of the
transaction and their repayment in full:

7.5% second lien senior notes due 2017 at B3 (LGD 4, 57%)

Ratings Rationale:

Rite Aid's B3 Corporate Family Rating reflects its high leverage
with debt to EBITDA likely remaining above 7.0 times over the next
twelve months and weak interest coverage with EBITA to interest
expense of 1.3 times. The rating also reflects Rite Aid's mid-tier
competitive position as the fourth largest drug store chain in the
U.S. Positive ratings consideration is given to Rite Aid's good
liquidity, its large revenue base, and the solid opportunities of
the prescription drug industry.

The stable outlook acknowledges Rite Aid's high level of debt and
that Moody's expects Rite Aid's operating income to modestly
contract in 2013 due the reversal of LIFO credit to its cost of
goods sold in 2012 resulting in credit metrics remaining at levels
indicative of a B3 rating.

While not anticipated in the near term, ratings could be lowered
if Rite Aid experiences a decline in earnings such that EBITA to
interest expense is likely to remain below 1.0 times or should
free cash flow become persistently negative.

An upgrade would require Rite Aid's operating performance to
further improve or absolute debt levels to fall such that it
demonstrates that it can maintain debt to EBITDA below 7.0 times
and EBITA to interest expense above 1.25 times. In addition, a
higher rating would require Rite Aid to maintain at least adequate
liquidity.

The principal methodology used in this rating 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.

Rite Aid Corporation, headquartered in Camp Hill, Pennsylvania,
operates over 4,600 drug stores in 31 states and the District of
Columbia. Revenues are about $26 billion.


RITE AID: S&P Assigns 'B-' Rating to $500MM Second-Lien Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-' issue
rating and '3' recovery rating to Rite Aid Corp.'s proposed
$500 million second-lien term loan due 2021.

At the same time, S&P affirmed all existing ratings on Rite Aid,
including its 'B-' corporate credit rating.

The company intends to use the proceeds from the new $500 million
second-lien term loan to refinance its existing $500 million 7.5%
second-lien notes due 2021.

"The ratings on Rite Aid reflect its "weak" business risk profile
and "highly leveraged" financial risk profile.  The business risk
profile is based on the company's competitive disadvantage and
weak profitability relative to its peers, CVS Caremark
(BBB+/Stable/A-2) and Walgreen Co (BBB/Stable/A-2) because of its
higher cost structure and under-investment in its store base,"
said credit analyst Ana Lai.  "Still, Rite Aid achieved
significant improvement in profitability in fiscal 2013 due to the
higher margin contribution from a strong generic drug pipeline,
increased prescription volume from the ExpressScript/Walgreen
dispute, and progress of its loyalty and merchandising programs.
In our view, the company's significant presence in the Northeast
helps its market position in an intensely competitive industry
where convenience is a key factor."

The outlook on Rite Aid is stable, reflecting S&P's expectation
that flat to slightly lower profitability in fiscal 2014 will
result in total debt to EBITDA staying in the mid-7x area.
Additionally, S&P believes the company's liquidity profile will
remain adequate over the next 12 months.  S&P would consider a
higher rating if the company makes additional progress in turning
around its store performance, thereby increasing profitability and
cash flow.  Under this scenario, credit metrics would strengthen
such that leverage falls to less than 7x on a sustained basis.
This could occur if revenue outperforms S&P's fiscal 2014 forecast
by increasing 1% or better while gross margin increases 50 basis
points (bps).

S&P could lower its rating if cash flow generation weakens because
of greater than expected reimbursement rate pressure, competitive
pressure or subpar execution of its merchandising strategies,
leading to a deterioration in credit metrics such that EBITDA
interest coverage approaches 1x.  This could result from sales
decreasing about 2% in fiscal 2014 and margin narrowing 150 bps.
A lower rating could also result from narrowing liquidity.


RUBLOFF MD87-936: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Rubloff MD87-936, LLC
        6723 Weaver Road, Suite 108
        Rockford, IL 61114-8021

Bankruptcy Case No.: 13-11388

Chapter 11 Petition Date: June 4, 2013

Court: U.S. Bankruptcy Court
       District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: William H. Zimmerman, Jr., Esq.
                  CASE, MOSES, ZIMMERMAN & MARTIN, P.A.
                  900 Olive Garvey Building
                  200 West Douglas
                  Wichita, KS 67202
                  Tel: (316) 303-0100
                  Fax: (316) 265-8263
                  E-mail: whzbk@cmzwlaw.com

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

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

The Company?s list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ksb13-11388.pdf

The petition was signed by Gerald H. Weber, Jr., manager.

Affiliates that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Ryan International Airline, Inc.      12-80802            03/06/12
Rubloff Ryan, LLC                     12-80807            03/06/12
Rubloff/Ryan 80, LLC                  12-80806            03/06/12
Sundowner Mesa, LLC                   12-80811            03/06/12
Sundowner Oklahoma City, LLC          12-80812            03/06/12


SABAL PALM: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Sabal Palm Ventures, L.L.C.
        822 Highway A1A North, Suite 208
        Ponte Vedra Beach, FL 32082

Bankruptcy Case No.: 13-03452

Chapter 11 Petition Date: June 4, 2013

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

Judge: Paul M. Glenn

Debtor's Counsel: Jason A. Burgess, Esq.
                  THE LAW OFFICES OF JASON A. BURGESS, LLC
                  118 West Adams Street, Suite 900
                  Jacksonville, FL 32202
                  Tel: (904) 354-5065
                  E-mail: jason@jasonaburgess.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Paul Rohan, managing member.


SAN BERNARDINO, CA: Calpers Being Sent to Mediation
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that if a mediator can't settle disputes between the city
of San Bernardino, California, and the California Public
Employees' Retirement System, there will be a trial at the end of
August to determine if the city is entitled to remain in Chapter 9
municipal bankruptcy.

According to the report, at a status conference June 5, Calpers
accused the city of paying some pre-bankruptcy debt and making
improper post bankruptcy transfers to cover some loans and not
others.  U.S. Bankruptcy Judge Meredith Jury told the city and
Calpers they need a mediator.  She scheduled another hearing on
July 17 where she could appoint one.

The report notes that Judge Jury also scheduled Aug. 27 as the
date for commencement of a hearing to decide if the city is
eligible for Chapter 9.  Unlike Chapter 11, municipalities must
prove eligibility for bankruptcy.  Calpers is pressing San
Bernardino even though the city decided to resume making payments
in July to the state's public employees' retirement fund.  The
city stopped making contributions after filing for Chapter 9
municipal bankruptcy in August.

The Bloomberg report discloses that Calpers wants the city to make
up missed payments.

                  About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SAPPHIRE POWER: Moody's Rates New $380MM Secured Loans at B1/B2
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Sapphire Power
Finance Company LLC's $350 million 7-year senior secured term loan
due in 2020 and a B1 rating to Sapphire's $30 million 5-year
senior secured working capital facility due in 2018. The new
facilities will refinance Sapphire's entire current capital
structure.

Proceeds of the term loan will be used to refinance Sapphire's
existing term loan, pay a large distribution to the project
sponsors, fund a 6-month major maintenance reserve that will be
utilized by the end of 2013, and to pay fees and expenses related
to the transaction. The rating outlook is stable.

Ratings Rationale:

The rating assignment of B2 for the senior secured term loan and
B1 for the senior secured working capital facility primarily
reflects the significant increase in total leverage as a result of
this transaction, accompanied by a sponsor distribution as the
primary use of additional debt proceeds, which effectively pays
back the sponsor's original equity contribution plus a sizeable
return.

In that vein, Moody's observes that the sponsors acquired the
assets for $265 million and eighteen months after acquisition,
will now have $350 million of debt on the same asset base. While
Moody's acknowledges the locational benefit of northern New Jersey
for many of the Sapphire assets from a capacity market
perspective, it also believes that the amount of incremental debt
has greatly utilized this locational benefit.

The ratings also consider the project's exposure to cash flow
uncertainty with respect to merchant energy margins once the
current hedges expire at the end of 2016, and capacity prices
after May 2017, though each annual auction will provide an
additional year of cash flow visibility through term loan
maturity. Sapphire management anticipates executing replacement
hedges for the post-2016 period as market conditions will allow.

The ratings are supported by the favorable location of the
Bayonne, Camden, Elmwood Park and Newark Bay assets in resource
constrained areas within PJM, specifically the PSEG and PS North
zones. Capacity prices in these zones have historically cleared at
higher levels than other less-constrained zones in PJM, and these
premium capacity prices underline the plants' locational value.
Capacity revenue from the four plants in the PSEG and PS North
zones through May 2017 account for 73% of the portfolio's total
known capacity revenue through that time. Sapphire also benefits
from heat rate call options at all of its portfolio assets, except
the York plant in Pennsylvania, which provide a fixed option
premium cash flow stream through the end of 2016, while limiting
merchant energy margin downside risk during that timeframe.
Moody's notes however, that the hedge performance has been
somewhat lower than original expectations during 2012 and first
quarter 2013. Moody's calculates that Sapphire's known contracted
revenue accounts for approximately 50% of total gross margin
through debt maturity in 2020.

From a quantitative perspective, assuming an average summer and
winter portfolio capacity of 750 MW, ignoring duct firing,
Sapphire's original debt burden measured $250 per kW. At the close
of the current transaction, the total debt burden will rise by
approximately 90% to $466 per kW. While the amount of contracted
cash flow through 2016 helps mitigate potential gross margin
volatility during that time, the 2014-16 three year average funds
from operations (FFO)-to-debt and debt service coverage ratio both
map to the 'B' category in Moody's rating methodology for Power
Generation Projects under a variety of scenario assumptions,
including the management base case. Additionally, Moody's views
the amount of cash equity the sponsor has contributed to a project
when calculating the debt-to-capitalization ratio. The
distribution that is contemplated from transaction proceeds will
fully repay the sponsors initial $88 million equity contribution,
therefore causing debt-to-capitalization to map to the 'Caa'
category in Moody's methodology. Moody's views the lack of cash
equity upon transaction close to be a weakness and could
potentially erode the sponsor's willingness to support the project
in case serious operational or financial issues arise.

Sapphire's asset portfolio does not benefit from regional
diversity since the majority of assets are in PJM, and further
concentrated within New Jersey, however the portfolio does benefit
from having multiple cash flow generating assets of comparable
size. However, the Bayonne, Newark Bay and Elmwood Park plants are
located in the PS-North zone while Camden is located in the PSEG
zone. Both of these zones offer locational advantages to the
portfolio since these regions are resource constrained with
transmission transfer limits. These zones have historically earned
higher annual capacity revenues than the other PJM regions.

The 2016/17 PJM base residual capacity auction price for these
regions broke out to $219/MW-day while all of the other PJM
regions experienced declines from the prior auction. Given the
latest auction prices, the 5 year average PS-North capacity price
is $208.29/MW-day compared with $181.54/MW-day for PSEG,
$161.57/MW-day for EMAAC, $156.52/MW-day for MAAC and $73.11/MW-
day for RTO. The price breakout for PS-North and PSEG in the
latest auction can be attributed to capacity deactivations
combined with a lack of new capacity, historical transmission
constraints, and transfer limits into the region. That said,
Moody's does question the long-term sustainability of this premium
given the incremental transmission and generation capacity being
considered in the region.

The B1 rating on the working capital facility reflects structural
features that would give any outstanding working capital facility
draws a priority claim over the term loan during any bankruptcy
reorganization or liquidation scenario. Also, working capital
facility draws are paid prior to mandatory debt amortization under
the term loan in the account waterfall. For these reasons, Moody's
has rated the secured working capital facility one notch higher
than the secured term loan.

Lenders benefit from a six-month debt service reserve fund that
can be funded with cash or letter of credit, and a 100% excess
cash flow sweep. The benefit of the cash flow sweep is impacted by
the sizeable debt burden, which introduces increased refinancing
risk at term loan maturity. Under various scenarios reviewed by
Moody's, the amount of debt to be refinanced is greater than 50%
of the original term loan amount. Additionally, the revolving
credit facility lenders have a super-priority lien in relation to
the term loan lenders during both bankruptcy liquidation or
reorganization scenarios. The transaction terms and conditions do
not contemplate any financial covenants, which Moody's views as a
structural weakness, which could affect recovery prospects under
certain scenarios.

Sapphire's stable outlook reflects Moody's expectation for stable
cash flow generation and credit metrics during the contracted
period through 2016.

In light of the substantial leverage on the balance sheet, limited
prospects exist for a rating upgrade in the near term. Over the
longer term, positive trends that could lead to an upgrade include
greater than expected debt reduction leading to stronger credit
metrics.

The ratings are well-positioned at their current levels. The
rating could, however, be downgraded if the assets encounter
sustained operating issues, if financial performance deteriorates
over a sustained period, resulting in credit metrics that are
inconsistent with the current rating level.

Moody's intends to withdraw the ratings assigned to the existing
Sapphire secured term loan (cusip: 80306WAB8) and the existing
revolver (cusip: 80306WAC6).

The principal methodology used in this rating was Power Generation
Projects published in December 2012.

Sapphire Power Finance LLC (Sapphire) is an indirect, majority-
owned subsidiary of Riverstone/Carlyle Renewable & Alternative
Energy Fund II, LP (Riverstone), which acquired a portfolio of
natural gas-fired or dual-fuel electric generating facilities in
the Northeast United States from Morris Energy Group with a total
average summer and winter capacity of 739.4 MW, excluding duct
firing. The portfolio of assets consists of seven combined cycle
plants, of which six are located in PJM (specifically New Jersey
and Pennsylvania) and one in ISO-New England, and one peaking unit
also located in New England.

The plants consist of the 128.5 MW Newark Bay plant, the 163 MW
Bayonne plant, the 45.5 MW York plant, the 133.5 MW Camden plant,
the 70 MW Elmwood Park plant, the 116.5 MW Pedricktown plant, the
59 MW Dartmouth combined cycle plant, and the 23.4 MW Dartmouth
peaking plant. The assets reached commercial operation from 1988
to 2009, and none of the assets have any project level debt.
Riverstone Holdings LLC is an energy and power-focused private
equity firm with approximately $24 billion under management.


SKILLED HEALTHCARE: Debt Amendments No Impact on Moody's 'B1' CFR
-----------------------------------------------------------------
Moody's Investors Service said that Skilled Healthcare Group,
Inc.'s amendment to its senior secured revolving credit facility
and term loan widens covenant headroom, thereby improving the
company's liquidity profile. However, the company's ratings,
including the B1 corporate family rating and SGL-2 liquidity
rating, are not currently impacted.

Headquartered in Foothill Ranch, CA, Skilled Healthcare Group,
Inc. operates long-term care facilities and provides a variety of
post-acute care services. The company operates skilled nursing
facilities, assisted living facilities, hospice and home health
locations. Further, the company provides ancillary services such
as physical, occupational and speech therapy in its facilities and
unaffiliated facilities as well as is a member of a joint venture
providing institutional pharmacy services in Texas.

Skilled Healthcare recognized revenues of approximately $872
million for the last twelve months ended March 31, 2013. Skilled
Healthcare is a publicly traded company (NYSE: SKH).

On March 28, 2012, Moody's upgraded the corporate family rating of
Skilled Healthcare to B1 and affirmed the B2 probability of
default rating.


SKYE INTERNATIONAL: Court Denies Bid to Dismiss Officer Lawsuit
---------------------------------------------------------------
Defendant failed to convince Nevada District Judge Robert C. Jones
to dismiss the second amended version of the complaint SUMMIT
GROWTH MANAGEMENT, LLC, SUMMIT GREEN MANUFACTURING, INC.,
Plaintiffs, v. THADDEUS "TED" MAREK, Defendant, Case No. 3:12-CV-
170-RCJ-WGC (Nev.)

Mr. Marek served as an officer and director of Skye International,
Inc.  Skye designed, developed, manufactured, and marketed several
models of electronic tankless water heaters and was the debtor in
two bankruptcy cases filed in the U.S. Bankruptcy Court for the
District of Nevada.  Skye was the debtor in a Chapter 11 case,
filed on Dec. 16, 2009.  Skye was also the debtor in a Chapter 7
case, filed on April 28, 2011.

The Complaint alleges that Mr. Marek made false and fraudulent
statements to Summit Growth to induce it to enter into and fund a
DIP financing agreement for Skye.

A copy of Judge Jones' May 22, 2013 Order is available at
http://is.gd/MHY5NAfrom Leagle.com.


SONNEBORN HOLDINGS: S&P Revises Outlook to Stable & Affirms B CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Sonneborn Holdings L.P. (formerly OEP Holdings L.P.) to stable
from positive.  S&P also affirmed its 'B' corporate credit rating
on the company.

At the same time, S&P affirmed its 'B' issue ratings and '3'
recovery ratings on the company's senior secured debt.  The '3'
recovery rating indicates S&P's expectation for meaningful
recovery (50%-70%) in the event of a payment default.

"The outlook revision reflects our expectation that Sonneborn's
leverage-related credit metrics will not improve at the rate we
previously anticipated, but will remain appropriate for the
current rating," said Standard & Poor's credit analyst Paul
Kurias.  "We believe that the key ratio of funds from operations
to total debt will be in the 10% to 12% range after we factor in
the potential for some debt funding of growth initiatives and
slower growth in EBITDA and cash flow than we previously
anticipated," he added.

Standard & Poor's had indicated previously that it would consider
a one-notch upgrade if the key ratio of funds from operations to
total debt improved to more than 15%.  S&P no longer considers
such an improvement to be likely over the next 12 months.

The ratings on Sonneborn Holdings L.P. (which is the holding
company for U.S.-based Sonneborn LLC and Netherlands-based
Sonneborn Refined Products B.V.) reflect S&P's assessment of the
company's business risk profile as "weak," reflecting its leading
positions in a niche market for base-oil derived chemical
products, and a "highly leveraged" financial risk profile.

"The stable outlook reflects our expectations for reasonably
predictable, albeit modest, EBITDA and cash flow generation
improvement over the next year so that the key ratio of funds from
operations to total debt improves to the 10% to 12% range we
expect for the current rating.  We base our expectation on our
overall outlook for modest domestic economic growth and our belief
that the company's strengths in the U.S. market and presence in
overseas markets, especially in high-growth regions--such as Asia-
Pacific and Latin America--will support an improvement.
Importantly, we expect new products already launched to contribute
to higher earnings and cash flow.  We assume management and
ownership will support credit quality and, therefore, we have not
factored into our analysis any distributions to shareholders or
significant debt-funded capital spending. We expect Sonneborn will
maintain leverage credit metrics within our range of
expectations," S&P said.

"Although we don't expect to do so, we could raise ratings
modestly if the company's operating performance improves beyond
our expectation, so that EBITDA margins are above 15% and
management is able to fund growth in a manner that contributes to
the improvement of leverage metrics.  To support a one-notch
upgrade, FFO to total adjusted debt would need to improve to more
than 15%.  Equally important for an upgrade would be our
assessment of management's and ownership's commitment to
maintaining the ratio at those levels consistently over the long
term.  In addition we would also expect the company to maintain a
total debt to EBITDA ratio at below 5x consistently," S&P added.

S&P could lower the ratings if revenue growth were to stall or
turn negative, if margins decline by two or more percentage points
below its expectations, or if the company incurs additional debt
so that FFO to total adjusted debt remained below 10% without
prospects for improvement.


SOTERA DEFENSE: S&P Lowers Corp. Credit Rating to 'CCC+'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Sotera Defense Solutions Inc. to 'CCC+' from 'B'.  The
outlook is developing.

At the same time, S&P lowered its issue-level rating on the
company's $243 million senior secured facilities (consisting of a
$28 million revolving credit facility due 2016 and a $215 million
term loan due 2017) to 'CCC+' from 'B'.  The recovery rating on
this debt remains unchanged, at '3', indicating S&P's expectation
for meaningful (50%-70%) recovery for lenders in the event of
payment default.

"The downgrade reflects our view that the company may violate its
leverage covenant in the current year," said Standard & Poor's
credit analyst David Tsui.

S&P believes this could result from the covenant cushion having
declined to 1% in the first quarter of 2013, the difficult
government contracting industry, and the stronger performance
quarters falling off of the trailing-12-month EBITDA for covenant
calculation purposes.

The rating reflects the company's "less than adequate" liquidity
profile and "highly leveraged" financial risk profile.  Sotera
provides technology solutions and services to mission-critical
programs of the Department of Defense (DoD), Intelligence
Community, Homeland Security, and other federal law enforcement
agencies.

"We view Sotera's business risk profile as "weak," reflecting its
modest position in the highly competitive market for government
information technology services and a limited track record at its
current size.  The company has a good position in the niche market
for Force Mobility and Modernization (FMMS) business segment, with
a defensible position in building expeditionary base camp systems.
However, the U.S. government's effort to reduce troop deployment
and focus on sustainment has significantly impacted the FMMS
segment's business performance, beginning March 2012.
Profitability has also deteriorated as a result, as adjusted
EBITDA margins have fallen to about 10%, down from 11% a year ago,
primarily a result of declining percentage of prime and fixed-
price contracts that typically carry higher profit margins.


STILLWATER MINING: S&P Raises Rating on Convertible Notes to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised the convertible
debt issue-level ratings on Billings, Mont.-based mining operator
Stillwater Mining Co. to 'B+' from 'B' (one notch above the
corporate credit rating).

At the same time, S&P revised the recovery rating on the notes to
'2' from '3', indicating its expectation for substantial (70% to
90%) recovery in the event of a payment default.  The 'B'
corporate credit rating and stable outlook remains unchanged.

"This rating action applies to Stillwater's $397 million
convertible notes due 2032 as well as the remaining $2 million
balance of convertible notes due 2028," said Standard & Poor's
credit analyst Chiza Vitta.

Stillwater funded the retirement of the $182 million convertible
notes, completed in March 2013, with balance sheet cash and the
higher ratings reflect reduced claims on the company's assets.

The stable outlook reflects Standard & Poor's expectation that
Stillwater Mining Co.'s leverage will remain below 5x EBITDA for
the next 12 months based on recent debt repayment and S&P's
expectation for flat PGM production and pricing and somewhat
higher production costs.  Following the May shareholder's meeting,
half of the board of directors, including the chairman, was
replaced, and a committee was established to carry out the search
for a new CEO.  S&P's stable outlook does not anticipate any sharp
shifts in operating strategy or financial policy that could result
from these leadership changes.

S&P could take a negative rating action if profitability decreases
to the point that Stillwater is no longer generating positive cash
flow from operations, or if leverage exceeds 5x.  If prices fall,
the company is more likely to increase revolver usage,
particularly if capital spending remains elevated.

An upgrade is less likely in the near term based on S&P's view of
the company's "vulnerable" business risk profile and its
expectation for somewhat weaker margins this year.


STOCKTON PUBLIC: Fitch Keeps 'BB+' Rating on Watch Negative
-----------------------------------------------------------
Fitch Ratings maintains the Rating Watch Negative on Stockton
Public Finance Authority, California's 'BB+' underlying ratings.

Security

The 2005 series A and series 2010A bonds are payable from
installment payments made by the City of Stockton, California (the
city) to the authority, with such installment payments secured by
a senior lien pledge of net revenues of the city's water system
(the system). The series 2009A and 2009B bonds are subordinate
lien bonds and are secured by net system revenues after payment of
senior lien obligations. The authority has assigned its rights to
receive installment payments from the city to the trustee for the
benefit of bondholders.

Key Rating Drivers

NEGATIVE WATCH MAINTAINED: Fitch remains concerned about potential
event risks that may arise following the city's petition for
chapter 9 bankruptcy protection on June 28 that could negatively
impact the financial health of the system or the ability of the
system to make full and timely payment to bondholders. These event
risks continue to include, but are not limited to, the effect of
negotiations and the plan of restricting on pledged revenues and
declaration by creditors of an event of default under the
financing agreements. Union Bank, the letter of credit provider
for the series 2010A bonds, stated in a May 1, 2012 letter that it
does not intend at this time to formally declare an event of
default or exercise any of its rights or remedies under its
reimbursement agreement with the city; however, it reserves the
right to do so in the future.

CITY ACTIONS IMPAIR SYSTEM CREDIT QUALITY: The city's actions in
recent months call into question the city's ultimate willingness
to pay debt service on system obligations. While the system
currently remains solvent and appears capable of meeting near-term
obligations, various events of default have been triggered under
the system's financing agreements, exposing the system to possible
bond acceleration.

ADEQUATE OPERATIONS: System financial performance historically has
been sound, and its current financial position appears adequate.

ELEVATED LEVERAGE: The system maintains a high debt burden coupled
with an extended amortization schedule.

WEAK SERVICE AREA: The service area has been significantly
affected by weak economic and housing conditions.

RATING SENSITIVITIES

DEVELOPMENTS AFFECTING THE SYSTEM: The ratings could deteriorate
rapidly and significantly, sensitive to future actions by the city
and developing external pressures, including bankruptcy court
rulings, higher reset rates for series 2010A bonds and potential
bank bonds, which could adversely impact system operations and
bondholders.

Credit Profile

Negative Watch Reflects Ongoing Risks

The Negative Watch primarily reflects Fitch's ongoing concerns
regarding possible conditions both within and outside of city
government that may affect system operating results. These risks
include, but are not limited to, treatment of pledged revenues and
allowable system operating and maintenance expenses related to the
authority's debt under a plan of restructuring as well as elevated
reset rates and potential bank bonds associated with the 2010A
bonds.

The city's actions have had and will continue to have some direct
bearing on the system's credit quality. Evidence or expectation of
deteriorating system performance or increased system exposure to
various risks would likely lead to deterioration of system credit
quality, and such downward rating action(s) may be acute and
rapid.

City General Fund Drives Bankruptcy

The city's general fund operations have faced severe financial
weakness in recent years as a result of escalating budgetary costs
coupled with deteriorating revenues stemming from a significant
economic downturn within the city. As a result, the city initiated
a neutral evaluation process with creditors in February for the
purpose of obtaining concessions that would allow the city to
balance its fiscal 2013 budget.

The confidential mediation process concluded on June 25, 2012, as
scheduled, without providing sufficient cost reductions to balance
the city's fiscal 2013 budget. As a result, the city council
passed various resolutions at its June 26, 2012, meeting which
included the adoption of a pendency plan (the plan), and on June
28, 2012, the city formally filed for Chapter 9 bankruptcy
protection.

The plan provides a balanced general fund budget for fiscal 2013,
eliminating a $26 million gap through cost reductions to labor,
retirees, debt and other obligations. The plan will serve as the
city's fiscal 2013 budget while the city is under Chapter 9
bankruptcy protection.

After a trial held in March to determine the city's bankruptcy
eligibility, the judge approved the city's bankruptcy eligibility
on April 1. A status conference will be held June 12.

Water System Remains Solvent

Despite the city's general fund fiscal problems, the system
continues to perform largely as expected relative to projections
at the time of the issuance of the 2010A bonds.

For fiscal 2011 total debt service coverage (DSC) on system bonds
equaled 1.15x, with the federal interest rate subsidy for related
to the series 2009B Build America Bonds (BABs) treated as revenue
as opposed to an offset to debt service. For the same period, the
system maintained strong liquidity at 779 days cash while surplus
net revenues covered depreciation expenses by a reasonable 89%.

Unaudited fiscal 2012 results were largely as expected. For the
year total DSC rose to 1.50x when treating the BABs subsidy as
revenues and deducting capitalized interest from debt service
costs. The city also reports that unaudited cash balances were
little changed from fiscal 2011, with the system maintaining
around $36 million in unrestricted cash as well as slightly more
than $8 million in the system rate stabilization fund (RSF).

Fiscal 2013 financial results are also forecasted to remain
relatively favorable based on the plan adopted by the city council
which included implementation of a 10% rate increase - the final
year of a package that was approved by the city council in 2009.
Total DSC is projected at just under 1.2x, assuming weekly resets
of the 2010A bonds at significantly higher amounts than
historically achieved as well as treatment of the BABs subsidy as
revenues; to date resets have been below budgeted amounts.

Fitch has assumed a net $1.5 million reduction in operating costs
in determining fiscal 2013 net revenues, based on a budget
amendment approved by the city council on Sept. 11, 2012. Also,
Fitch has assumed in its calculation a net increase in revenues of
$3.6 million based on the same budget amendment. Of the increase
in revenues, just over $3 million is attributable to transfers in
from the RSF to meet the rate covenant.

Through the 11-month period ending June 2013, the city reports
revenues at fiscal year-end 2013 are expected to be close to
budgeted amounts while expenditures are expected to be slightly
under budget. Revenues may be negatively affected by sequestration
cuts to the federal BABs subsidy for the year. However, Fitch does
not believe that DSC will be materially affected or that the
system will face liquidity pressures as a result of the cuts.

Elevated Debt Profile

The system's debt profile is weak as a result of historical growth
projects as well as because of Delta Water Supply Project (DWSP)
costs. Construction related to the DWSP has been completed and was
reportedly on budget. Overall, debt per customer and debt per
capita are around 3x the national median. While improvement in the
system's capital structure is expected over time, debt levels will
continue to be a long-term concern as only 50% of principal
amortizes within 20 years.

Fitch maintains the following authority ratings on Rating Watch
Negative:

-- $55 million variable rate demand water revenue bonds, series
   2010A (Delta Water Supply Project) 'BB+';

-- $24.2 million 2005 water revenue bonds, series A (Water System
   Capital Improvement Projects) 'BB+';

-- $15.6 million water revenue bonds, series 2009A (Delta Water
   Supply Project) 'BB+';

-- $154.6 million water revenue bonds, series 2009B (taxable Build
   America Bonds) (Delta Water Supply Project) 'BB+'.


SYNAGRO TECHNOLOGIES: Sec. 341 Creditors' Meeting Set for June 18
-----------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of Synagro
Technologies, Inc., on June 18, 2013, at 11:00 a.m.  The meeting
will be held at 844 King Street, Room 5209, in Wilmington,
Delaware.

Synagro Technologies, Inc., based in Houston, Texas, is the
recycler of bio-solids and other organic residuals in the U.S. and
is one of the largest national companies focused exclusivity on
biosolids recycling, which has a market size of $2 billion.  The
Company was formed in 1986, under the name RPM Marketing, Inc.
Synagro's corporate headquarters is currently located in Houston,
Texas but is in the process of being transferred to White Marsh,
Maryland.  The Company also has offices in Lansdale, Pennsylvania,
Rayne, Louisiana, and Watertown, Connecticut.

Synagro Technologies and 29 affiliates sought Chapter 11
protection (Bankr. D. Del. Case no. 13-11041) on April 24, 2013.

Synagro is being advised by the law firm of Skadden Arps Slate
Meagher & Flom, along with financial adviser AlixPartners and
investment bankers Evercore Partners.  Kurtzman Carson &
Consultants serves as notice and claims agent.

Synagro was owned by The Carlyle Group at the time of the
bankruptcy filing.

The Debtor has a deal to sell the assets to private-equity
investor EQT Partners AB for $455 million, absent higher and
better offers in a bankruptcy court-sanctioned auction.


UNIFIED 2020: Hires Samir Patel as Accountant
---------------------------------------------
Unified 2020 Realty Partners, LP seeks permission from Judge
Stacey G. Jernigan to employ Samir Patel as its accountant.

The Debtor said Mr. Patel hasn't been paid any retainer in these
proceedings.

The Debtor said Mr. Patel has agreed to prepare the monthly
operating reports for a monthly charge of $500.  Mr. Patel will
prepare financial reports associated with a Plan of Reorganization
for a hourly fee of $100.

Samir Patel attests that he is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

The Debtor's principal officer Mr. Edward Roush has agreed to pay
Patel's fees and expenses for services rendered during the
pendency of the bankruptcy.

The Debtor's proposed attorneys can be reached at:

         Arthur I Ungerman
         Kerry S. Alleyne-Simmons
         State Bar No. 24066090
         Attorney at Law
         8140 Walnut Hill Lane
         Suite 301
         Dallas, Texas 75231
         Tel: (972) 239-9055
         Fax: (972) 239-9886
         E-mail: arthur@arthurungerman.com
                 kerry@arthurungerman.com

Unified 2020 Realty Partners, LP, filed a bare-bones petition
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
13-32425) in its home-town in Dallas on May 6, 2013.  The petition
was signed by Edward Roush as president of general partner.  The
Debtor disclosed $34 million in total assets and $21 million in
liabilities.  The Debtor says it owns and leases infrastructure
critical to telecommunications companies and data center
facilities.  The Debtor is represented by Arthur I. Ungerman,
Esq., in Dallas.  Judge Stacey G. Jernigan presides over the
Chapter 11 case.


UNITEK GLOBAL: Payment Default Prompts Moody's to Cut CFR to 'Ca'
-----------------------------------------------------------------
Moody's Investors Service lowered UniTek Global Services, Inc.'s
probability of default and corporate family ratings to Ca-PD/LD
and Ca, respectively. The limited default "LD" designation
appended to UniTek's probability of default rating reflects the
company's announcement that it failed to make the interest payment
that was due on May 29, 2013 within the applicable grace period
under its term loan credit agreement.

Moody's definition of default captures all missed or delayed
interest or principal payments according to the original terms of
a contractual obligation. On June 5, the company announced that
lenders under the term loan credit agreement agreed to forbear
with respect to the interest payment that was due from UniTek on
May 29. Moody's also lowered the rating on UniTek's revolving
credit facility to Caa1 and the rating on the bank term loan to
Ca. The SGL-4 speculative grade liquidity rating was affirmed. The
ratings outlook is negative. This action concludes a review for
downgrade initiated on April 19, 2013.

Moody's expects to withdraw all ratings in the near term due to
insufficient or otherwise inadequate information to support the
maintenance of the ratings. The company has been unable to file
restated financial statements dating back to the interim period
ended October 1, 2011. Moody's notes that the ratings are based on
limited data and the company's prior announcement that financials
dating back to October 1, 2011 should no longer be relied upon.

Moody's took the following ratings actions on UniTek:

  Corporate family rating downgraded to Ca from Caa2;

  Probability of default rating downgraded to Ca-PD/LD from
  Caa2-PD;

  $75 million senior secured revolver due 2016, downgraded to Caa1
  (LGD-2, 18%) from B2 (LGD-2, 18%)

  $135 million term loan due 2018, downgraded to Ca (LGD-4, 67%)
  from Caa3 (LGD-4, 67%)

  Speculative Grade Liquidity Rating affirmed at SGL-4.

  Outlook, changed to negative from ratings under review down

In conjunction with its announcement regarding the forbearance of
its interest payment, UniTek announced that it has entered into
amendments of its previously-disclosed forbearance agreements with
its lenders under its term and revolving credit agreements. The
amendments extend through June 6, 2013 the termination of the
standstill periods contained in the original April 30, 2013
forbearance agreements. UniTek also announced that it has
initiated a process to explore refinancing alternatives for its
indebtedness to address its tightening financial covenants and
liquidity situation.

Ratings Rationale:

The Ca corporate family rating reflects UniTek's missed interest
payment on the term loan which is considered a default under
Moody's definition, the heightened possibility of another default
event, continued delays in the filing of restated financials
including the last two audits, management turnover, the potential
loss of the company's largest customer and other business and
legal risks stemming from issues at the company's Pinnacle
subsidiary.

The affirmation of the SGL-4 rating, denoting a weak liquidity
profile reflects the potential loss of access to the $75 million
asset-backed revolver and acceleration of the term loan if the
company fails to file its financial statements within the time
period prescribed by its lenders. The SGL-4 also reflects concerns
regarding the company's ability to maintain compliance with
financial covenants, in particular due to uncertainty regarding
the magnitude of the restatement.

The negative outlook reflects the uncertainty around the company's
capital structure and financial results.

The ratings could be downgraded if Moody's assessment of the
recovery of UniTek at default materially erodes.

A favorable rating action could result if the company files
restated financial results and demonstrates a sustainable capital
structure through a refinancing or debt restructuring.

The principal methodology used in this rating was the Global
Business and Consumer Service Industry Rating Methodology
published in October 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.


UNITEK GLOBAL: S&P Lowers Corporate Credit Rating to 'D'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Blue Bell, Pa.-based UniTek Global Services Inc. to 'D'
from 'CCC' and the rating on the senior secured term loan to 'D'
from 'CCC-'.  The ratings were removed from CreditWatch, where
they were put with developing implications on April 17, 2013.  At
the same time, S&P lowered the issue-level rating on the company's
asset-based revolving credit facility due 2016 to 'CC' from 'B-'.
If the company is unable to refinance its secured debt, S&P
believes the company could pursue a distressed debt exchange or
file for bankruptcy under Chapter 11.

"The downgrade follows UniTek's announcement that it did not make
a scheduled interest payment on May 29, 2013, on its senior
secured term loan due 2018, which we consider to be a default
under our timeliness of payments criteria," said Standard & Poor's
credit analyst Michael Weinstein.  "We do not believe that the
company will have sufficient liquidity to make this interest
payment until it negotiates with its lenders, as the company is
operating with a negligible cash balance and we do not believe it
currently has access to capacity under its asset-based revolving
credit facility.  UniTek has stated that it is in the process of
refinancing its indebtedness, with the intent to amend its
covenants, which we believe are out of compliance as of Sept. 30,
2012, and to secure the necessary liquidity to fund the missed
interest payment.  Despite the company's intention to refinance
and amend its credit facility, we believe the company might pursue
a distressed exchange or file for bankruptcy under Chapter 11 if
an attempt to refinance is not successful".

If UniTek pursues a distressed exchange, S&P would expect to
assign a new corporate credit rating within a short time after
such a transaction is completed.  The new rating would be based
on, among other things, S&P's assessment of the company's new
capital structure and liquidity profile, as well as the status of
its customer relationships, primarily with DIRECTV, which accounts
for 40% of revenues.


UNIVERSAL SETTLEMENTS: Injunction Dissolution in NVI Suit Affirmed
------------------------------------------------------------------
The U.S. Court of Appeals for the Sixth Circuit upheld the
district court's dissolution of the preliminary injunction that
prevented Universal Settlements International, Inc., from
collecting a money judgment owed by National Viatical, Inc., and
James Torchia to USI.

The appeals case stemmed from an action filed by NVI and Torchia
in the Cherokee Superior Court in Georgia, claiming that USI
breached the confidentiality provision of the parties' $1.2
million settlement agreement by virtue of web posting.  NVI and
Torchia sought a declaration that because of that breach, they
were excused from performance under the settlement.

NVI and Torchia obtained a TRO from the Superior Court.  The
action has since been transferred to a Michigan district court and
the TRO is treated as a preliminary injunction.

The district court went on to conclude that NVI and Torchia did
not have a strong likelihood of success because even if USI had
breached the confidentiality agreement, the breach was not
substantial.  As a result, the district court dissolved the
injunction.

The appeals case is NATIONAL VIATICAL, INC. and JAMES TORCHIA,
Plaintiffs-Appellants, v. UNIVERSAL SETTLEMENTS INTERNATIONAL,
INC., Defendant-Appellee, Case No. 12-2262 (6th Cir.).  A copy of
the Sixth Circuit's Opinion is available at http://is.gd/03Ub7A
from Leagle.com.

The appeals court panel is composed of Circuit Judges John
Donelson MARTIN, Sr., Richard Fred SUHRHEINRICH and R. Guy COLE
Jr.

National Viactical and James Torchia are represented by:

        GRAHAM & PENMAN, LLP
        Jason Wayne Graham, Esq.
        2989 Piedmont Rd NE
        Atlanta, GA 30305
        Tel: (404)842-9380
        Fax: (678)904-3110
        Email: info@grahamandpenman.com

Universal Settlements International is represented by:

        DYKEMA GOSSETT PLLC
        Robert J. Franzinger, Esq.
        Timothy M. Kuhn, Esq.
        400 Renaissance Center
        Detroit, MI 48243
        Email: rfranzinger@dykema.com
               tkuhn@dykema.com

             -- and --

        Mark D. van der Laan, Esq.
        DYKEMA GOSSETT PLLC
        300 Ottawa Avenue, N.W., Suite 700
        Grand Rapids, MI 49503
        Email: mvanderlaan@dykema.com

VAUGHAN COMPANY: N.M. Court Narrows Suit v. Ultima Homes, et al.
----------------------------------------------------------------
JUDITH A. WAGNER, Chapter 11 Trustee of the bankruptcy estate of
the Vaughan Company, Realtors, Plaintiff, v. ULTIMA HOMES, INC.,
KENNETH HIGHTOWER, as trustee of the Ultima Homes, Inc. Defined
Benefit Plan and Trust, JOHN DOE, as trustee of the Ultima Homes,
Inc. Defined Benefit Plan and Trust, Defendants, Adv. No. 12-01110
(Bankr. N.M.) is one the many adversary proceedings the Chapter 11
Trustee initiated to recover payments made by Vaughan Company
Realtors to parties who invested in VCR's promissory note
programs.  The Trustee asserts that VCR operated its business as a
Ponzi scheme.

In a May 24, 2013 Memorandum Opinion, Bankruptcy Judge Robert H.
Jacobvitz dismissed the Trustee's turnover claim and retained all
the remaining claims in the 9-count Complaint.

The other claims allege actual fraud, constructive fraud, and
fraudulent transfers, among other things.

A copy of Judge Jacobvitz's May 24 Memorandum Opinion is available
at http://is.gd/TTlhwwfrom Leagle.com.

                     About Vaughan Company

The Vaughan Company, Realtors, descended into bankruptcy after
Douglas F. Vaughan, the former controlling shareholder, used the
company to run a Ponzi scheme from 1993 until January 2010.  Mr.
Vaughan has entered into a plea agreement with the United States,
admitting guilt to various securities violations.

In March 2010, the Securities and Exchange Commission filed fraud
charges against Mr. Vaughan, a New Mexico realtor, and obtained an
emergency court order to halt his $80 million Ponzi scheme.  The
SEC's complaint, filed in federal court in Albuquerque, alleges
Mr. Vaughan through his company issued promissory notes that he
claimed would generate high fixed returns for investors.  Mr.
Vaughan also used another entity -- Vaughan Capital LLC -- to
solicit investors for different types of real estate-related
investments, such as buying residential properties at distressed
prices.  Mr. Vaughan relied entirely on new money raised from
investors through both companies to fund Vaughan Company's ever-
increasing obligations to note holders.

The SEC also charged both of Mr. Vaughan's companies in the
enforcement action.  Neither Mr. Vaughan nor his companies are
registered with the SEC to offer securities under the federal
securities laws.

The Vaughan Company Realtors filed for Chapter 11 protection on
Feb. 22, 2010 (Bankr. N.M. Case No. 10-10759).  George D. Giddens,
Jr., Esq., represents the Debtor in its restructuring efforts.
The Company estimated both assets and debts of between $1 million
and $10 million.  Judith A. Wagner was appointed as Chapter 11
Trustee.

Mr. Vaughan filed a separate Chapter 11 petition (Bankr. D. N.M.
Case No. 10-10763) on Feb. 22, 2010.  The case was converted to a
chapter 7 proceeding on May 20, 2010.  Yvette Gonzales is the duly
appointed trustee of the Chapter 7 estate.


VERMEER FUNDING: Fitch Affirms 'C' Ratings on 2 Note Classes
------------------------------------------------------------
Fitch Ratings has upgraded one and affirmed two classes of notes
issued by Vermeer Funding, Ltd./Inc. as follows:

-- $34,865,220 class A-2 notes upgraded to 'Bsf' from 'CCsf';
   Outlook Stable assigned;

-- $37,625,000 class B notes affirmed at 'Csf';

-- $17,168,699 class C notes affirmed at 'Csf'.

This review was conducted under the framework described in the
report 'Global Rating Criteria for Structured Finance CDOs' using
the Structured Finance Portfolio Credit Model (SF PCM) for
projecting future default levels for the underlying portfolio.
These default levels were then compared to the breakeven levels
generated by Fitch's cash flow model of the CDO under various
default timing and interest rate stress scenarios, as described in
the report 'Global Criteria for Cash Flow Analysis in CDOs'. Fitch
also considered additional qualitative factors in its analysis, as
described below, to determine the ratings for the notes.

Since Fitch's last rating action in June 2012, the credit quality
of the collateral has deteriorated with approximately 24% of the
portfolio downgraded a weighted average of 2.4 notches and 1%
upgraded a weighted average of 1 notch. Approximately 67.7% of the
portfolio has a Fitch derived rating below investment grade and
51.7% has a rating in the 'CCCsf' category or lower, compared to
63.3% and 48.9%, respectively, at last review.

Key Rating Drivers

The upgrade for the class A-2 notes is due to improved credit
enhancement available to the notes as a result of the continued
deleveraging of the capital structure, which has more than offset
the modest deterioration of the underlying portfolio. Since the
last review, approximately $12 million of the class A-1 notes'
principal has been paid-in-full and the class A-2 notes became the
senior-most class outstanding as of the March 4, 2013 distribution
date. Since then, the class A-2 notes have received approximately
$3.6 million, or 9.4% of its previous outstanding balance, from
excess spread and principal amortizations. Although in some cash
flow modeling scenarios the class A-2 notes are passing at rating
categories higher than 'Bsf', potential concentration risk and
adverse selection remain a concern as the portfolio amortizes.

Fitch assigns a Stable Outlook to the class A-2 notes to reflect
the cushion available in the modeling results to protect the notes
against further potential deterioration in the credit quality of
the underlying portfolio.

The class B notes continue to receive their timely interest
payments, while interest due on the class C notes continues to be
capitalized. Given the high level of expected losses from
distressed assets (rated 'CCsf' and below) in the underlying
portfolio, the class B and class C notes have been affirmed at
'Csf', indicating that default appears to remain inevitable at
this point in time.

Rating Sensitivities

Further negative migration and defaults beyond those projected by
SF PCM as well as increasing concentration in assets of a weaker
credit quality could lead to downgrades. A buildup of credit
enhancement could lead to future upgrades.

Vermeer Funding is a cash flow structured finance collateralized
debt obligation (SF CDO) that closed on April 13, 2004 and is
monitored by Rabobank International. The portfolio is composed of
residential mortgage backed securities (55.6%), commercial and
consumer asset backed securities (20.2%), corporate debt (11.5%),
corporate CDOs (6.9%), and commercial mortgage backed securities
(5.8%), from 2002 through 2004 vintage transactions.


VICTORIAN INN: Case Summary & 5 Unsecured Creditors
---------------------------------------------------
Debtor: Victorian Inn, LLC
        P.O. Box 2031
        Sparks, NV 89432

Bankruptcy Case No.: 13-51121

Chapter 11 Petition Date: June 4, 2013

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Kevin A. Darby, Esq.
                  DARBY LAW PRACTICE, LTD.
                  4777 Caughlin Parkway
                  Reno, NV 89519
                  Tel: (775) 322-1237
                  Fax: (775) 996-7290
                  E-mail: kevin@darbylawpractice.com

Scheduled Assets: $1,233,049

Scheduled Liabilities: $2,348,675

A copy of the Company's list of its largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nvb13-51121.pdf

The petition was signed by Marilyn Fink, manager.


WYLDFIRE ENERGY: Trustee Can Employ Kelly Hart as Attorney
----------------------------------------------------------
Michael A. McConnell, Chapter 11 Trustee for Wyldfire Energy Inc.,
sought and obtained permission from the U.S. Bankruptcy Court to
employ Kelly Hart & Hallman LLP as his counsel.

The firm, will among other things, provide these services:

(a) advise the Trustee with respect to his rights and
    obligations regarding matters of bankruptcy law and other
    applicable statutory, common law and regulatory schemes;

(b) prepare and file all necessary motions, applications,
    answers, draft orders, reports, and other papers in connection
    with the proceeding; and

(c) if advisable, take all necessary actions in connection with
    a chapter 11 plan, related disclosure statement(s) and all
    other related documents, and such further actions as may be
    required in connection with the confirmation of a plan of
    reorganization.

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

                       About Wyldfire Energy

Palo Pinto, Texas-based Wyldfire Energy, Inc., filed a bare-bones
Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-70239) in
Wichita Falls, Texas, on June 20, 2012.  Tamara Ford, a 100%
stockholder, signed the Chapter 11 petition.  Judge Harlin DeWayne
Hale oversees the case.  The Law Offices of Ronald L. Yandell,
Esq., serves as the Debtor's counsel.


* One Judge Short for Firms to Use Antitrust Law vs. Creditors
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that financially distressed companies were one judge short
of being able to use antitrust law to bar creditors in parts of
the U.S. from negotiating collectively before bankruptcy.

The report recounts that the U.S. Court of Appeals in New York
ruled in 1982 that joint activity by creditors to collect debt
isn't an antitrust violation.  In 2005, the U.S. Court of Appeals
in Chicago reached the same result.

The Court of Appeals in Atlanta was evenly divided on the same
question in a case called CompuCredit Holdings Corp. v. Akanthos
Capital Management LLC.  The U.S. Supreme Court refused to hear
the CompuCredit case at the end of May.

The report notes that U.S. District Judge Timothy C. Batten from
Atlanta ruled against CompuCredit in the lower court, citing the
two appeals court cases finding no antitrust violation for
collective creditor action in advance of bankruptcy.  Judge
Batten's opinion was upheld in an unsigned opinion by three judges
on the Eleventh Circuit in Atlanta.  CompuCredit persuaded all
active judges in the Eleventh Circuit to rehear the case.  After
rehearing, the 10 Eleventh Circuit judges were evenly divided.
Consequently the three-judge panel's opinion was vacated, meaning
that Batten's opinion was upheld without an opinion from the
circuit court.

Referring to Batten's opinion allowing creditor cooperation, "this
is how cases function," said Madlyn Gleich Primoff, a bankruptcy
lawyer with Kaye Scholer LLP in New York.  Ms. Primoff, who wasn't
involved in the CompuCredit suit, said "even debtors want to know
lenders are working together, because otherwise how do you get a
restructuring done?"

The report notes that had one Eleventh Circuit judge voted the
other way, the appeals court would have found an antitrust
violation, thus creating a conflict of circuits.  If it were an
antitrust violation in the Eleventh Circuit, creditors of
companies in Georgia, Alabama and Florida would be at risk of
paying treble damages by working together before bankruptcy.

Mr. Rochelle relates that creditors' immunity from antitrust laws
nonetheless hangs by a slender thread in the Eleventh Circuit.
Because there is no opinion from the circuit court itself,
district and bankruptcy judges are at liberty to rule as they
believe correct.

The district court opinion was CompuCredit Holdings Corp. v.
Akanthos Capital Management LLC, 11-cv-00117, U.S. District Court,
Northern District of Georgia (Atlanta).  The evenly divided
circuit opinion is CompuCredit Holdings Corp. v. Akanthos Capital
Management LLC, 11-13254, U.S. Court of Appeals for the Eleventh
Circuit (Atlanta).  The denial of certiorari is Atlanticus
Holdings Corp. v. Akanthos Capital LLC, 12-1137, U.S. Supreme
Court.


* Nevada, Tenn. Bank Failures Bring Year's Total to 16
------------------------------------------------------
The single-office First Commerce Bank of North Las Vegas, Nevada,
was taken over by regulators on June 6.  The next day, regulators
took over the 12-branch Mountain National Bank of Sevierville,
Tennessee, becoming the 16th bank failure in 2013.

The Federal Deposit Insurance Corporation, as receiver, entered
into a purchase and assumption agreement with First Tennessee
Bank, National Association, Memphis, Tennessee, to assume all of
the deposits of Mountain National Bank.  As of March 31, 2013,
Mountain National Bank had approximately $437.3 million in total
assets and $373.4 million in total deposits.  The FDIC estimates
that cost to the Deposit Insurance Fund will be $33.5 million.

The FDIC entered into a purchase and assumption agreement with
Plaza Bank, Irvine, California, to assume all of the deposits of
1st Commerce Bank.  As of March 31, 2013, 1st Commerce Bank had
approximately $20.2 million in total assets and $19.6 million in
total deposits.  The FDIC estimates that cost to the Deposit
Insurance Fund will be $9.4 million.

                       List of Failed Banks

In 2012, there were 51 bank failures compared to 92 failed banks
in 2011, 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.

For 2013, 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)
  -----------      -----------  -----------------    ------------
Mountain National Bank  $437.3  First Tennessee Bank      $33.5
1st Commerce Bank        $20.2  Plaza Bank                 $9.4

Banks of Wisconsin      $134.0  North Shore Bank          $26.3
Central Arizona Bank     $31.6  Western State Bank         $8.6
Sunrise Bank             $60.8  Synovus Bank              $17.3
Pisgah Community Bank    $21.9  Capital Bank, N.A.         $8.9

Douglas County Bank     $316.5  Hamilton State Bank       $86.4
Parkway Bank            $108.6  CertusBank, N.A.          $18.1
Chipola Community Bank   $39.2  First Federal Bank        $10.3
Heritage Bank of N Fla. $110.9  FirstAtlantic Bank        $30.2
First Federal Bank      $100.1  Your Community Bank        $9.7

Gold Canyon Bank         $45.2  First Scottsdale Bank     $11.2
Frontier Bank           $258.8  HeritageBank of the S.    $51.6
Covenant Bank            $58.4  Liberty Bank and Trust    $21.8
1st Regents Bank         $50.2  First Minnesota Bank      $10.5
Westside Community Bank  $97.7  Sunwest Bank              $20.3

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html

                    694 Banks in Problem List

The FDIC's Quarterly Banking Profile for the quarter ended Sept.
30, 2012, says that the number of institutions on the FDIC's
"Problem List" declined to 694 from 732, and total assets of
"problem" institutions fell from $282.4 billion to $262.2 billion.
This is the smallest number of "problem" institutions since third
quarter 2009.

The FDIC defines "problem" institutions as those with financial,
operational or managerial weaknesses that threaten their
viability.

The Deposit Insurance Fund (DIF) increased by $2.5 billion to
$25.2 billion during the third quarter.  Estimated insured
deposits increased by 2.3%.  The DIF reserve ratio was 0.35% at
Sept. 30, 2012, up from 0.32% at June 30, 2012, and 0.12% at Sept.
30, 2011.

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
As of Q3 of 2012  694      $262,000          43         $9,500
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.


* Gardere Wynne Sewell Appoints Holland O'Neil as New Chair
-----------------------------------------------------------
Gardere Wynne Sewell LLP is announcing a new management structure,
reflecting the initial implementation of enhanced goals and
strategic planning for the historic Texas-based legal practice.

Effective immediately, Holland N. O'Neil, a partner in the Firm's
Bankruptcy and Business Reorganization Practice Group in Dallas,
will serve as the Firm's chair.  Longtime Managing Partner Steve
Good will remain in a key leadership role, serving as the Firm's
chief executive officer.

In addition to Ms. O'Neil's new role as chair, the Firm is
announcing that Eric A. Blumrosen, a partner in the Firm's
Corporate Practice Group in Houston, has been named as the Firm's
vice chair.  The new structure adopted by the Firm's partners also
includes the establishment of a nine-person board, an expansion
from the former five-person management committee.

"During the past several months, as part of our strategic planning
process, there have been extensive discussions among a broad
cross-section of the partners in the Firm about the development of
both short-term and long-term strategic plans," says Ms. O'Neil.
"Growing out of that exercise, this new structure will support our
goals for future growth in profitability, geographic expansion and
number of attorneys."

Ms. O'Neil notes several opportunities and goals for the Firm in
responding to the needs of clients and a changing business and
legal environment as outlined in the strategic plan, including:

-- Increasing the number of attorneys in those practice areas with
the greatest current and prospective client demand,

-- Pursuing combinations or affiliations with other firms in key
geographic markets, and

-- Realigning certain existing practice groups to serve client
needs in a more comprehensive and effective manner, and to create
new business opportunities.

"Gardere has earned an excellent reputation as a well-run
organization under the traditional law firm structure.  These
updates to our governance represent an ongoing process that more
effectively aligns our goals with the needs of our clients, with a
similar management structure to many of those corporations," says
Ms. O'Neil.  "Eric and I look forward to an increased involvement
in strategic planning, while maintaining our full-time legal
practices."

"Each of our existing offices is important as we move forward in
responding to client needs and opportunities," says Mr. Blumrosen.
"It's also important to recognize that each Gardere office has a
number of strengths to build on.  In particular, this change will
allow me to focus on our well-regarded energy industry expertise
in Houston, which will continue to be emphasized and supported at
the highest level."

Mr. Good, who has served as the Firm's managing partner for the
past 13 years and will continue to serve as CEO, says the Firm's
partners recognize the time commitment involved in successfully
managing the day-to-day operations of the practice, particularly
in an increasingly dynamic and competitive business environment,
while also placing a renewed focus on strategic planning matters.

"Our attorneys are confident that by expanding our board and
establishing more distinct responsibilities for Firm management,
we can enhance our already high level of excellence, put new
energy and perspectives into strategic planning, and benefit both
our clients and the Firm," says Mr. Good.

Gardere Wynne Sewell LLP, an Am Law 200 firm founded in 1909 and
one of the Southwest's largest full-service law firms, has offices
in Austin, Dallas, Houston and Mexico City.  Gardere provides
legal services to private and public companies and individuals in
areas of corporate, private equity, litigation, energy, tax, real
estate, financial services, government affairs, hospitality,
intellectual property, labor and employment, and environmental.


* Hilco Launches Wholesale Inventory Disposition Business
---------------------------------------------------------
Michael Keefe, Chief Executive Officer of Hilco Merchant
Resources, LLC, on June 10 announced the launch of Hilco Wholesale
Solutions, LLC to provide structured disposition services for
underperforming and excess consumer products inventory.  Marc
Caplan, a 20-plus year consumer inventory disposition veteran, has
been named as President.

Consumer products inventory covers a broad range of asset classes,
including apparel, footwear, toys and games, books, sporting
goods, housewares, health and beauty products, grocery items and
end of season merchandise from retailers.  Wholesale consumer
products inventory is typically awaiting transfer from warehouses
or distribution centers to stores or, in the case of online
retailers, to customers.  Wholesale inventory can also be situated
in-transit from a manufacturer.  Generally, excess and
underperforming consumer inventory is a byproduct of bankruptcies,
business restructurings, mergers and acquisitions, order
cancellations, manufacturer overruns, or product design changes.

HWS was formed to complement Hilco's existing global valuation and
disposition services platform for retailers.  Hilco Merchant
Resources provides in-store inventory monetization services. Hilco
Real Estate delivers solutions to sell unwanted, owned properties
and reduce a retailer's leasehold costs.  Hilco Receivables
purchases and collects underperforming consumer accounts
receivable portfolios.  Hilco Appraisal Services is the world's
largest provider of tangible and intangible asset valuations for
retailers.

"The addition of a wholesale consumer products inventory
disposition practice enables Hilco to provide retailers, consumer
products manufacturers and their professional advisors with a
single-source solution for all inventory disposition
requirements," said Mike Keefe.  He added, "Marc Caplan brings
Hilco a wealth of retail consumer products expertise, experience,
contacts and leadership qualities certain to foster success in
this new venture."

Prior to joining Hilco, Marc Caplan was President and Founder of
Chicago-based Exit Trading, specialists in the acquisition and
remarketing of soft goods.  Mr. Caplan formed the company in 1993
and over the years built a profitable, international organization.
Earlier, Mr. Caplan had been in sales management with several
apparel manufacturers.

Commenting on his new role, Mr. Caplan said, "This is a great
opportunity for me to join a global organization and offer best-
in-class asset disposition capabilities to an under-served
marketplace."  He added, "Regardless of the nature or location of
unwanted consumer products inventory, the greatest sales challenge
is to avoid channel conflict.  Hilco Wholesale Solutions can
leverage Hilco's global disposition capabilities, infrastructure
and expertise to ensure that assets are sold outside of a client's
existing sales channels.  That's an advantage only Hilco can offer
retailers, their lenders and advisors."

               About Hilco Merchant Resources, LLC

Based in Northbrook, IL, Hilco Merchant Resources --
http://www.hilcomerchantresources.com-- provides high-yield
analytical, operational, asset monetization, capital investment
and advisory services to help retailers define and execute their
strategic initiatives.  Over the years, the company has disposed
of assets valued in excess of $150 billion.  Hilco Merchant
Resources is part of Hilco Trading, LLC, a provider of asset
valuation, acquisition, disposition and advisory services to an
international marketplace through twenty specialized business
units.  Also headquartered in Northbrook, IL, Hilco Trading, LLC,
maintains offices in major business centers throughout North
America and Europe.


* Scott Friedman Joins GCG as Assistant Director, Bankruptcy
------------------------------------------------------------
The Garden City Group, Inc. is pleased to welcome the newest
member to its bankruptcy team, Scott Friedman, assistant director,
bankruptcy.

Bringing more than 12 years of bankruptcy experience to GCG,
Mr. Friedman will actively support the day-to-day management of
GCG's bankruptcy matters.  "We're extremely pleased to have Scott
join our expanding bankruptcy team," said Angela Ferrante, vice
president, bankruptcy, GCG.  "His legal expertise and extensive
background will be a great addition to our team and an asset to
the large, complex bankruptcy cases we administer."

Mr. Friedman most recently served as counsel at the law firm of
Jones Day, where he focused on restructuring matters and complex
bankruptcy cases.  In this role, he was responsible for
representing debtors, creditors and other parties in Chapter 11
cases. Prior to joining Jones Day, he practiced at the firm of
Weil, Gotshal & Manges, LLP, where he represented Chapter 11
debtors and creditors.  Earlier in his career, Friedman served as
a law clerk to the Honorable Laura Taylor Swain in the United
States Bankruptcy Court for the Eastern District of New York.
Friedman earned his Juris Doctor from Harvard Law School, magna
cum laude, and his Bachelor of Arts from Brown University, magna
cum laude.

"GCG has a strong national platform and is known for its high-
quality bankruptcy administration services and expertise," said
Mr. Friedman.  "I am looking forward to working with GCG's
talented team and supporting their continued growth and dedication
to clients coast-to-coast."

             About The Garden City Group, Inc. (GCG)

GCG -- http://www.gcginc.com-- is the recognized leader in legal
administration services for class action settlements and other
claims administration, bankruptcy cases and legal noticing
programs, with more than 1,000 employees in offices coast-to-
coast.  GCG has been named Best Claims Administrator by the New
York Law Journal for three years in a row.  The firm has been
engaged in many high-profile distribution matters, including the
General Motors bankruptcy, the $20 billion Gulf Coast Claims
Facility and the $7.8 billion Deepwater Horizon Economic Property
Damages Settlement, the $6.15 billion WorldCom settlement, the
$3.4 billion Native American Trust Settlement and the $3.05
billion VisaCheck/MasterMoney Antitrust settlement.


* Companies With Insolvent Balance Sheet
----------------------------------------
                                            Total
                                            Share-      Total
                                  Total   Holders'    Working
                                 Assets     Equity    Capital
  Company         Ticker           ($MM)      ($MM)      ($MM)
  -------         ------         ------   --------    -------
ABSOLUTE SOFTWRE  ABT CN          120.5      (14.1)     (11.1)
ADA-ES INC        ADES US          92.5      (39.8)     (11.0)
AK STEEL HLDG     AKS US        3,906.1     (109.7)     604.0
ALLIANCE HEALTHC  AIQ US          535.0     (119.7)      45.0
AMC NETWORKS-A    AMCX US       2,568.3     (825.3)     620.4
AMER AXLE & MFG   AXL US        3,029.6     (107.9)     354.0
AMER RESTAUR-LP   ICTPU US         33.5       (4.0)      (6.2)
AMERISTAR CASINO  ASCA US       2,125.6       (2.6)     (60.2)
AMR CORP          AAMRQ US     23,852.0   (8,376.0)  (2,465.0)
AMYLIN PHARMACEU  AMLN US       1,998.7      (42.4)     263.0
ANACOR PHARMACEU  ANAC US          37.4       (8.0)       9.5
ANGIE'S LIST INC  ANGI US         108.3       (0.1)       3.3
ARRAY BIOPHARMA   ARRY US         107.4      (52.4)      40.0
AUTOZONE INC      AZO US        6,662.2   (1,550.1)  (1,108.4)
BERRY PLASTICS G  BERY US       5,082.0     (315.0)     517.0
CABLEVISION SY-A  CVC US        7,143.2   (5,676.0)    (266.5)
CAESARS ENTERTAI  CZR US       27,475.0     (560.0)   1,227.1
CAPMARK FINANCIA  CPMK US      20,085.1     (933.1)       -
CC MEDIA-A        CCMO US      15,519.2   (8,209.7)   1,053.5
CENTENNIAL COMM   CYCL US       1,480.9     (925.9)     (52.1)
CHIMERIX INC      CMRX US          26.3       (2.1)      15.9
CHINA XUEFENG EN  CXEE US           0.0       (0.0)      (0.0)
CHOICE HOTELS     CHH US          546.0     (539.3)      56.8
CIENA CORP        CIEN US       1,885.2      (78.6)     741.2
CINCINNATI BELL   CBB US        2,151.5     (727.8)     (93.4)
COMVERSE INC      CNSI US         857.8      (18.8)       4.7
DELTA AIR LI      DAL US       45,068.0   (1,943.0)  (5,427.0)
DENDREON CORP     DNDN US         639.0      (35.9)     339.3
DEX MEDIA INC     DXM US        2,658.8      (17.7)     (13.5)
DIRECTV           DTV US       20,650.0   (5,748.0)      69.0
DOMINO'S PIZZA    DPZ US          476.6   (1,323.4)      85.0
DUN & BRADSTREET  DNB US        1,902.0   (1,097.0)    (194.9)
DYAX CORP         DYAX US          47.4      (59.8)      18.9
FAIRPOINT COMMUN  FRP US        1,656.5     (360.7)       5.5
FERRELLGAS-LP     FGP US        1,503.0      (42.3)     (22.2)
FIFTH & PACIFIC   FNP US          826.3     (170.2)     (17.7)
FOREST OIL CORP   FST US        1,895.0     (104.8)    (127.8)
FREESCALE SEMICO  FSL US        3,139.0   (4,540.0)   1,209.0
GENCORP INC       GY US         1,385.2     (379.1)      32.0
GLG PARTNERS INC  GLG US          400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US        400.0     (285.6)     156.9
GLOBAL BRASS & C  BRSS US         576.5      (37.0)     286.9
GOLD RESERVE INC  GRZ CN           78.3      (25.8)      56.9
GOLD RESERVE INC  GDRZF US         78.3      (25.8)      56.9
GRAHAM PACKAGING  GRM US        2,947.5     (520.8)     298.5
HALOGEN SOFTWARE  HGN CN           22.8      (46.2)      (9.4)
HCA HOLDINGS INC  HCA US       27,882.0   (8,012.0)   1,796.0
HOVNANIAN ENT-A   HOV US        1,580.3     (481.2)     935.2
HUGHES TELEMATIC  HUTC US         110.2     (101.6)    (113.8)
HUGHES TELEMATIC  HUTCU US        110.2     (101.6)    (113.8)
INCYTE CORP       INCY US         330.3     (163.5)     178.7
INFOR US INC      LWSN US       5,846.1     (480.0)    (306.6)
INSYS THERAPEUTI  NEOL US          14.5      (30.8)     (41.8)
INSYS THERAPEUTI  INSY US          14.5      (30.8)     (41.8)
INVIVO THERAPEUT  NVIV US          13.8      (14.3)     (15.3)
IPCS INC          IPCS US         559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US         124.7      (64.8)       2.2
JUST ENERGY GROU  JE CN         1,528.9     (164.9)     (62.3)
JUST ENERGY GROU  JE US         1,528.9     (164.9)     (62.3)
L BRANDS INC      LTD US        6,019.0   (1,014.0)     667.0
LIN TV CORP-CL A  TVL US        1,201.4      (86.6)    (101.7)
LORILLARD INC     LO US         3,749.0   (1,796.0)   1,158.0
MANNKIND CORP     MNKD US         215.2     (146.8)    (231.9)
MARRIOTT INTL-A   MAR US        6,523.0   (1,377.0)    (732.0)
MDC PARTNERS-A    MDZ/A CN      1,418.5      (12.4)    (165.9)
MDC PARTNERS-A    MDCA US       1,418.5      (12.4)    (165.9)
MEDIA GENERAL-A   MEG US          734.7     (191.7)      38.1
MERITOR INC       MTOR US       2,337.0   (1,014.0)     208.0
MERRIMACK PHARMA  MACK US         127.3      (32.1)      58.4
MONEYGRAM INTERN  MGI US        4,892.0     (171.7)      14.1
MORGANS HOTEL GR  MHGC US         583.6     (148.2)     110.7
MPG OFFICE TRUST  MPG US        1,450.5     (530.6)       -
NATIONAL CINEMED  NCMI US         831.0     (308.8)     122.2
NAVISTAR INTL     NAV US        8,531.0   (3,309.0)   1,517.0
NEKTAR THERAPEUT  NKTR US         447.9       (2.6)     183.8
NPS PHARM INC     NPSP US         188.5       (4.2)     133.4
NYMOX PHARMACEUT  NYMX US           1.8       (7.4)      (1.9)
ODYSSEY MARINE    OMEX US          28.0       (7.1)     (15.5)
OMEROS CORP       OMER US          17.7      (15.9)       5.2
OMTHERA PHARMACE  OMTH US          18.3       (8.5)     (12.0)
ORGANOVO HOLDING  ONVO US          16.7       (5.3)      (6.2)
PALM INC          PALM US       1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDLI US         312.8      (93.7)     189.9
PHILIP MORRIS IN  PM US        37,418.0   (2,732.0)   2,152.0
PHILIP MRS-BDR    PHMO11B BZ   37,418.0   (2,732.0)   2,152.0
PLAYBOY ENTERP-A  PLA/A US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US          165.8      (54.4)     (16.9)
PLY GEM HOLDINGS  PGEM US         881.8     (314.9)     101.4
PROTECTION ONE    PONE US         562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US         510.5      (11.1)      88.5
RALLY SOFTWARE D  RALY US          35.8       (1.1)       1.3
REGAL ENTERTAI-A  RGC US        2,451.8     (706.2)     117.1
RENAISSANCE LEA   RLRN US          57.0      (28.2)     (31.4)
RENTPATH INC      PRM US          208.0      (91.7)       3.6
RESVERLOGIX CORP  RVX CN           14.0      (20.2)      (4.7)
REVLON INC-A      REV US        1,241.9     (655.1)     152.9
ROCKWELL MEDICAL  RMTI US          18.0      (10.5)     (14.3)
RURAL/METRO CORP  RURL US         303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US        1,892.1     (280.5)     523.4
SILVER SPRING NE  SSNI US         494.3     (104.0)      60.1
SINCLAIR BROAD-A  SBGI US       2,734.5      (97.3)     (18.2)
SUPERVALU INC     SVU US       11,034.0   (1,415.0)  (1,380.0)
TAUBMAN CENTERS   TCO US        3,302.5     (184.4)       -
THRESHOLD PHARMA  THLD US         113.9      (21.8)      88.3
TOWN SPORTS INTE  CLUB US         406.2      (50.7)     (13.2)
ULTRA PETROLEUM   UPL US        2,035.4     (562.2)    (293.0)
UNISYS CORP       UIS US        2,323.2   (1,545.4)     453.1
VECTOR GROUP LTD  VGR US        1,066.8     (108.3)     422.2
VENOCO INC        VQ US           704.3     (299.9)     (40.5)
VERISIGN INC      VRSN US       2,071.1      (39.1)     (91.2)
VIRGIN MOBILE-A   VM US           307.4     (244.2)    (138.3)
VISKASE COS I     VKSC US         334.7       (3.4)     113.5
WEIGHT WATCHERS   WTW US        1,314.7   (1,620.7)    (312.5)
WEST CORP         WSTC US       3,940.9     (850.2)     297.8
WESTMORELAND COA  WLB US          943.0     (286.5)      (3.0)
XERIUM TECHNOLOG  XRM US          616.9      (26.0)     123.4
XOMA CORP         XOMA US          88.9       (0.9)      60.6
YRC WORLDWIDE IN  YRCW US       2,200.9     (642.6)     111.1



                            *********

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., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, 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 2013.  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 $975 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 Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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