TCR_Public/130612.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, June 12, 2013, Vol. 17, No. 161

                            Headlines

AMERICAN AIRLINES: Rothschild, Moelis to Get New Capital Fee
AMERICAN AIRLINES: Has Deal With Airbus on A320 Family Aircraft
AMERICAN AIRLINES: Allows Fee Payment for Felsberg Associates
AMERICAN AIRLINES: Class Action Over Reward Program Rejected
AMERICAN AIRLINES: Inks New Distribution Deal With Amadeus

AMERICAN CASINO: S&P Puts 'B' CCR on Creditwatch Positive
ARCAPITA BANK: Says No True Settlement Reached with Hopper Parties
ARCAPITA BANK: Hearing on Motion to Fund EuroLog Exp. Adjourned
ARCAPITA BANK: Receives Interim OK for GSI $175-Mil. DIP Facility
ATARI INC: Gets More Time to File Chapter 11 Plan

B&G FOODS: Moody's Affirms Ba3 CFR After Pirate Brands Purchase
BERGENFIELD SENIOR HOUSING: Sues SM Global to Recover Accounts
BLACK PRESS: S&P Affirms 'B+' CCR & Rates New Term Loans 'B+'
CALIFORMACY INC: Voluntary Chapter 11 Case Summary
CAMARILLO PLAZA: Lender Wants Sale Proceeds Escrowed

CANNONWOOD LLC: Case Summary & 5 Unsecured Creditors
CARESTREAM HEALTH: S&P Lowers CCR to 'B'; Outlook Stable
CASCADE AG: Taps Red2Black's Rosenberger as Restructuring Officer
CATAMARAN CORP: Extended Bank Debts Get Moody's 'Ba2' Rating
COMMONWEALTH REIT: S&P Lowers CCR to 'BB+'; Outlook Stable

COUNTRYWIDE FIN'L: Pimco Defends $8.5-Bill. BofA Mortgage Accord
DETROIT, MI: To Offer Creditors Pennies in Pitch to Avoid Ch. 9
DEX MEDIA: Moody's Assigns 'Caa1' CFR; Outlook Negative
DISTRIBUTION INT'L: Moody's Assigns B3 CFR & Rates New Loan Caa1
DISTRIBUTION INT'L: S&P Assigns Prelim B- CCR & Term Loan Rating

DPL INC: Fitch Keeps 'BB' IDR on Rating Watch Negative
EASTMAN KODAK: Puts Off Approval of Plan Disclosure Materials
ELPIDA MEMORY: Micron Deal Appears to Clear Legal Hurdle
ENDO HEALTH: Moody's Reviews Ratings for Possible Downgrade
EXIDE TECHNOLOGIES: Moody's Withdraws Ratings After Ch. 11 Filing

FOXSKI LLC: Case Summary & 2 Largest Unsecured Creditors
GARDA WORLD: Moody's Assigns 'B2' Rating to $50MM Debt Add-On
GOLDEN GUERNSEY: Milk Plant Will Be Purchased by Lifeway
GUNN FAMILY: Case Summary & 4 Unsecured Creditors
HOVNANIAN ENTERPRISES: Posts $1.3MM Net Income in April 30 Qtr.

HUDBAY MINERALS: New $150MM Notes Issue Get Moody's B3 Rating
HUDBAY MINERALS: S&P Lowers Corp. Credit Rating to 'B-'
IGPS CO: Wins $12MM DIP Loan, Sets Stage for Sale
INTELLICELL BIOSCIENCES: Corcon and Bluming Litigations Dismissed
ISC8 INC: Stockholders Elect Seven Directors to Board

JEFFERSON COUNTY, AL: SEC Can't Jump-Start JPMorgan Suit
JERRY'S NUGGET: Hearing Today on Hiring of Valuation Consultant
K-V PHARMACEUTICAL: Next Move Is Filing of Revised Plan Documents
KEUYAN PETROCHEMICALS: Incurs $5.9-Mil. Net Loss in 2012
LEHMAN BROTHERS: Won't Be Sell Remaining Claim vs. LBI

LANDMARK MEDICAL CENTER: PBGC Assumes Pension Plan
LAKESIDE FUNERAL: Updated Case Summary & Creditors' Lists
LDK SOLAR: Shareholders OK Issuance of 25MM Shares to Fulai
LEHMAN BROTHERS: Full Payout to Customers Begins
LEHMAN BROTHERS: SIPC Applauds 100% Return of Securities Claims

LIFECARE HOLDINGS: S&P Withdraws 'B-' Rating on Revolver Debt
LIGHTSQUARED INC: Has Court OK to Hire Jefferies to Seek Exit Loan
MARINAS INTERNATIONAL: Marina Owner Files Ch.11 in Delaware
MATLOCK REALITY: Case Summary & 5 Unsecured Creditors
MEDIA GENERAL: Young Merger Deal Prompts Moody's Upgrade Review

MEXITALIA INC: Case Summary & 7 Unsecured Creditors
MF GLOBAL: Customers Seek $40MM Cap on Exec Defense Funds
MFM INDUSTRIES: Wins Interim Approval to Access Cash
MPG OFFICE: Sets July 17 as Special Meeting of Stockholders
MUSCLEPHARM CORP: Mark Groussman Owns 5.9% of Shares as of May 16

NE OPCO: National Envelope's Case Summary and Top Unsec. Creditors
NEWLEAD HOLDINGS: Agrees to Annul Nickel Contribution Transaction
NNN 3500: Court Denies CWCapital's Bid to Dismiss Case
OCEAN 4660: Section 341(a) Meeting Set on July 1
OP-TECH ENVIRONMENTAL: Dannible & McKee Raises Going Concern Doubt

ORCHARD SUPPLY: Said to Consider Bankruptcy Filing This Week
ORMET CORP: Wayzata & Creditors Committee Settle
ORTHOTIC REHABILITATION: Case Summary & Largest Unsec. Creditors
PATRIOT COAL: Court Permits in Part 2004 Examination of Peabody
PARKWAY PROPERTIES: Court Conditionally Approves Plan Disclosures

PATRIOT COAL: UMMA Appeals Order Granting Motion to Reject CBAs
PATRIOT COAL: Debtor, Mine Workers Union Appeal Rulings
PENSON WORLDWIDE: Plan Confirmation Hearing on July 31
PLANDAI BIOTECHNOLOGY: Amends Dec. 31 Quarter Form 10-Q
PLUG POWER: Annual Shareholders' Meeting Set on June 28

PMI GROUP: Plan Disclosures OK'd, Confirmation Hearing on July 18
POSITIVEID CORP: Court Approves Settlement with IBC Funds
POWERWAVE TECHNOLOGIES: Converted to Ch. 7 Liquidation
PRM FAMILY: Wins Approval to Use Cash, Remit Trust Funds
QUEBECOR WORLD: Preference Suit Dismissal Upheld on Safe Harbor

RADIOSHACK CORP: Chief Information Officer Resigns
RELIANCE GROUP: Deloitte Not to Blame for Insurer's Collapse
RESIDENTIAL CAPITAL: Has Deal With FGIC and Bond Trustees
RESIDENTIAL CAPITAL: Wants Plan Filing Exclusivity Until Aug. 21
RESIDENTIAL CAPITAL: Berkshire Says Payment to Ally Premature

RESIDENTIAL CAPITAL: Mediator Appointment Extended Thru October
RESIDENTIAL CAPITAL: Rothstein Claims Based on "Misinterpretation"
RIGO WAREHOUSE: Updated Case Summary & Creditors' Lists
RITE AID: Extends Maturity of Outstanding Debt
ROTECH HEALTHCARE: Files Amended Plan and Disclosure Statement

SAI SIDHIVINAYAK: Case Summary & 17 Unsecured Creditors
SALON MEDIA: David Daley is Interim Editor-In-Chief
SAN BERNARDINO, CA: CalPERS Fights to Disqualify Winston & Strawn
SAN BERNARDINO, CA: Suit to Protect Taxes Faces Dismissal
SANUWAVE HEALTH: Copy of Presentation to Investors

SANUWAVE HEALTH: Enrolls First Diabetic Foot Ulcer Patient
SUPERMEDIA INC: Judge Won't Give Idearc Creditors Jury Trial
SERVICE CORP: Stewart Guarantee Creates Sr. Unsecured Obligation
SHILO INN: Has Access to Cash Collateral Until July 30
SLM CORP: Breakup No Impact on Sallie Mae's Student Loan Ratings

SOUND SHORE: Wins Interim OK of $33-Mil. of DIP Loans
SOUND SHORE: Wins Approval for GCG as Claims Agent
STEWART ENTERPRISES: S&P Raises Unsecured Debt Rating to 'BB'
SUNRISE REAL ESTATE: Incurs $1.3 Million Net Loss in 1st Quarter
TELETOUCH COMMUNICATIONS: Stratford Put Option Extended to 2014

TELKONET INC: Has $2 Million Revolving Facility with Bridge Bank
THQ INC: Closes Sale of Assets; Appoints New President
TITAN PHARMACEUTICALS: First Eagle Had 4% Equity Stake at May 31
TRIBUNE CO: Asks Judge to OK Fee Mediation with Bond Trustees
TNT RENTAL: Case Summary & 20 Largest Unsecured Creditors

TRIAD GUARANTY: Section 341(a) Meeting Scheduled for July 9
UNIGENE LABORATORIES: Re-Borrows $500,000 of Sale Proceeds
UNI-PIXEL INC: Bank of America Held 3,100 Shares at May 31
VILLAGE AT NIPOMO: Asks Court to Keep Rossetti as Manager
VILLAGE AT NIPOMO: Seeks Joint Administration With Founder's Case

WECHSLER & CO: Court Confirms Liquidating Plan
WESTMINSTER MANOR: Fitch Affirms 'BB+' Revenue Bonds Rating
WOONSOCKET, RI: Moody's Lowers GOULT Rating to 'B3'
WREN ALEXANDER: Must Forfeit Land to Fulfill $173MM IRS Claim
ZALE CORP: Files Form 10-Q, Posts $5MM Net Income in 3rd Qtr.

ZEEK REWARDS: Court Continues Hearing to Dissolve Receivership

* Wells Fargo Settles Complaint on Foreclosed Homes

* Moody's Notes Rising Spec-Grade Corporate Default Rate in May
* S&P Ratings Lawsuits Moved to N.Y. over State Objections
* Junk-Bond Default, Distress Indexes Contracted in May

* Subordinate Mortgage Is Stripped Off in Chapter 13

* Upcoming Meetings, Conferences and Seminars


                            *********


AMERICAN AIRLINES: Rothschild, Moelis to Get New Capital Fee
------------------------------------------------------------
AMR Corp. obtained a court order approving revisions to its letter
agreement with Rothschild Inc.

Under the revised agreement, the firm will receive a new capital
fee equal to 1% of any senior secured debt raised other than
aircraft or equipment financing, provided, it won't exceed
$10 million.

The fees payable to Rothschild pursuant to the revised agreement
will be subject to review only pursuant to the standards set forth
in Section 328(a) of the Bankruptcy Code and won't be subject to
the standard of review set forth in Section 330.

The U.S. Trustee and the fee examiner retain the rights to object
to the fees payable to Rothschild pursuant to Section 330.  In
case there is an objection, the bankruptcy court has the right to
review the fees pursuant to that provision.

                         Moelis & Company

The U.S. Bankruptcy Court in Manhattan also approved the revisions
to the letter agreement between the unsecured creditors' committee
and Moelis & Company LLC.

Under the revised agreement, Moelis will receive a new capital
fee equal to 0.5% of any senior secured debt raised other than
aircraft or equipment financing, provided, it won't exceed
$5 million.

                     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 Deal With Airbus on A320 Family Aircraft
---------------------------------------------------------------
American Airlines Inc. and Airbus S.A.S. signed a stipulation
authorizing the airline to perform under various contracts
including an agreement for the purchase of A320 family aircraft.

American Airlines entered into the purchase agreement in July 2011
to acquire 130 current generation technology A320 family aircraft.
Under the purchase agreement, Airbus committed to provide lease
financing for each of the aircraft.

The companies are also parties to various ancillary agreements
related to the purchase agreement, which allow Airbus to transact
with non-affiliated third parties.  The agreements allow third
parties to purchase the leased aircraft and then lease them to
American Airlines.

A full-text copy of the stipulation is available without charge at
http://is.gd/WvFFX4

The Debtors are represented by their special aircraft attorneys,
Michael E. Wiles, Esq., Richard F. Hahn, Esq., and Jasmine Ball,
Esq., at Debevoise & Plimpton LLP, in New York.

Airbus is represented by Michael J. Edelman, Esq., at Vedder
Price, P.C., in New York.

                     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: Allows Fee Payment for Felsberg Associates
-------------------------------------------------------------
AMR Corp. signed an agreement, which calls for the revision of a
court order that authorized the employment of Felsberg, Pedretti
e Mannrich Advogados e Consultores Legais as its special counsel.

The agreement, if approved by Judge Sean Lane, would permit the
law firm to charge AMR hourly rates ranging between $200 and
$225 for services provided by its senior associates who represent
the company in legal matters in Brazil.  The agreement is
available for free at http://is.gd/oQQSzx

                     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: Class Action Over Reward Program Rejected
------------------------------------------------------------
Adam Klasfeld at Courthouse News Services reported American
Airlines cannot face a class action over its new miles rewards
program because it previously settled claims over the policy
change, a federal bankruptcy judge ruled.

American Airlines introduced its AAdvantage program in 1981,
promising air miles that had no expiration date.

Seven years later, the airline changed the rewards system so that
"New Miles" earned from July 1, 1989, on would have an expiration
date.  It also started enforcing "capacity controls" on old miles,
limiting the number of seats on each flight that could be
redeemed.

Customers immediately opposed the policy change with a class
action lawsuit filed in Illinois, which eventually reached the
Supreme Court before it was settled.

Under the terms of the settlement in that case, American Airlines,
Inc. v. Wolens, the class gave the company wide latitude to
"change the AAdvantage Program rules, regulations, travel awards,
and special offers at any time with or without notice."

American Airlines filed for Chapter 11 bankruptcy protection in
November 2011, and told their customers that the company would
convert all remaining old miles into new miles, subjecting them to
an expiration date.

Frequent fliers Karen Ross and Steve Edelman, who were both
members of the Wolens case, filed a new class action protesting
this change on Sept. 14, 2012.

U.S. Bankruptcy Judge Sean Lane threw out the new suit under the
doctrine of res judicata, Latin for "a matter [already] judged."

"If plaintiffs did not consider the claims they now bring to be
part of the Wolens settlement, then they should have balked at the
injunction language contained in the settlement agreement and
final order -- language to which they agreed -- that released all
claims the parties had 'known or unknown' or 'in any way related
to' the claims being released therein," the April 22 decision
states.  "This language is extremely broad and unforgiving for the
plaintiffs' arguments.  Short of drafting an infinite list of
every specific claim they could possibly imagine, American could
not have bargained for a more sweeping release."

                     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: Inks New Distribution Deal With Amadeus
----------------------------------------------------------
American Airlines Inc. and Amadeus announced on May 9 a new long-
term global distribution agreement.

The new agreement enables Amadeus subscribers to continue to
access and book the full range of American-marketed flights and
lays the groundwork for Amadeus to offer American's full suite of
additional products and services.

Under the new agreement, an end-to-end XML connectivity will be
developed between Amadeus technology and American's interface.

Once complete, this enhanced XML connectivity will facilitate
expanded ancillary product distribution, real-time personalized
offers, and improved merchandising, including the ability to book
American's Main Cabin Extra premium seating product.  Main Cabin
Extra makes travel more comfortable by providing four to six
inches of additional legroom and Group 1 boarding.

"We're pleased to renew and expand our long term partnership with
American Airlines," said Scott Alvis, Chief Marketing Officer,
Amadeus North America.

"American and Amadeus share a culture of innovation and our teams
work well together.  We are committed to partnering with our
airline customers to bring outstanding technology and expertise to
help them achieve their plans."

"Amadeus has shown an ability to adapt its technology to our
business needs and we appreciate this spirit of partnership," said
Derek DeCross, Vice President of Global Sales for American
Airlines.

"Amadeus agents worldwide will benefit from an advanced solution
that transparently displays the full range of American's products
and instantly delivers highly relevant, tailored offers to
customers."

                     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 CASINO: S&P Puts 'B' CCR on Creditwatch Positive
---------------------------------------------------------
Standard & Poor's Ratings Services placed it 'B' corporate credit
rating on Las Vegas-based American Casino & Entertainment
Properties LLC (ACEP) on CreditWatch with positive implications.

In addition, S&P assigned the company's proposed $230 million
senior secured credit facilities its preliminary issue-level
rating of 'BB', with a preliminary recovery rating of '1',
indicating S&P's expectation for very high (90% to 100%) recovery
for lenders in the event of a payment default.  The proposed
facilities consist of a $15 million senior secured revolving
credit facility due 2018 and a $215 million senior secured term
loan due 2020.

At the same time, S&P assigned ACEP's $120 million second-lien
term loan its preliminary 'B-' issue-level rating, with a
preliminary recovery rating of '6', indicating S&P's expectation
for negligible (0 to 10%) recovery for lenders in the event of
default.

ACEP will use proceeds from the proposed transaction to repay its
existing $338 million senior secured notes.  S&P's preliminary
ratings are subject to its review of final documentation.

The CreditWatch listing reflects S&P's expectation that it will
raise its corporate credit rating on ACEP to 'B+' after the
transaction closes.  The 'B+' rating would reflect S&P's
reassessment of the company's financial risk profile as
"aggressive" from "highly leveraged," according to S&P's criteria.
A successful refinancing will likely improve the company's EBITDA
coverage of interest to over 2x from the mid-1x area at the end of
March 2013, and extend its maturities.

In resolving the CreditWatch listing, S&P will monitor ACEP's
progress toward completing its proposed transaction.  After the
transaction closes and S&P has reviewed the executed
documentation, S&P expects to raise its corporate credit rating to
'B+', because a successful refinancing will likely improve ACEP's
EBITDA coverage of interest to the mid-2x area from the mid-1x
area at the end of March 2013, and extend its debt maturity
profile.  If ACEP does not successfully close the transaction, S&P
will reassess the potential risk that ACEP will be unable to
successfully execute a refinancing of its existing notes due
August 2014, and if this risk necessitates a potentially lower
rating.


ARCAPITA BANK: Says No True Settlement Reached with Hopper Parties
------------------------------------------------------------------
On Friday Tide Natural Gas Storage I, LP, and Tide Natural Gas
Storage II, LP, pointed out in a supplemental objection to
Arcapita Bank B.S.C.(c), et al.'s Second Amended Joint Plan of
Reorganization that buried in the plan documents is a notice that
the Debtors and entities identified Hopper Parties have reached a
settlement agreement, which Tide says is 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.

Under the settlement, 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 holds a $120 million claim against Debtor Falcon Gas Storage
Company, Inc., in Falcon's bankruptcy case.  The Hopper Claimants
are former minority shareholders of Falcon by way of ownership of
a minority interest of Falcon's common stock.

In response to Tide's supplemental objection, Arcapita explained:

    * First, the Debtors have not truly "settled" any claims
against the Hopper Parties.  According to Arcapita, the Hopper
Agreement Notice merely reflects the Debtors' long-held position
with respect to the Hopper Parties as fully disclosed in the
Disclosure Agreement, and that the $1,072,500 payment due the
Hopper Parties from GAStorage Investment II LLC will be fully
credited against the Hopper Parties' $8.25 million claim.  With
respect to any subordination actions against the Hopper Parties,
according to papers filed with the Court, neither the Debtors nor
the Official Committee of Unsecured Creditors believe it is in the
Falcon estate's interest to pursue a subordination action against
the Hopper Parties.

    * Second, with respect to any potential avoidance actions
against the Hopper Parties, the Debtors do not believe that Falcon
possesses any valuable Avoidance Actions.  Nevertheless, to
resolve any issue raised by Tide, and with the consent of the
Hopper Parties, the waiver of Avoidance Actions in Section 9.2.2
of the Plan will not apply to Falcon or any Avoidance Action the
Falcon estate may have against the Hopper Parties.

   * Third, the Debtors did not "buy" the Hopper Parties' vote.
The Hopper Parties are included in Class 5(g).  Arcapita says that
Class 5(g) would still have accepted the Plan even if the Hopper
Parties' vote were disregarded -- by virtue of all other Creditors
in Class 5(g) who voted to accept the Plan.

                        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 on Motion to Fund EuroLog Exp. Adjourned
---------------------------------------------------------------
The hearing regarding Arcapita Bank B.S.C.(c), et al.'s motion for
order confirming the Debtors' authority to fund non-Debtor Eurolog
Affiliates, currently scheduled for June 26, 2013, at 2:00 p.m.,
has been adjourned.  The hearing will now take place on July 18,
2013, at 11:00 a.m. or as soon thereafter as counsel may be heard.

As reported in the TCR on March 22, 2013, the Debtors seek to
provide approximately $10.2 million in funding to certain non-
Debtor affiliates.  Specifically, the Debtors request the Court to
confirm their authority to lend certain amount to their non-Debtor
EuroLog Affiliates in accordance with Section 363(c) of the
Bankruptcy Code.  The Company said that as an investment bank,
funding investments in portfolio companies fits squarely within
the Debtors' ordinary course of business, and that even if the
Court disagrees, there is ample support to loan the funds needed
to pay the IPO Fees pursuant to Section 363(b) of the Bankruptcy
Code because doing so constitutes a sound exercise of business
judgment.

The EuroLog Affiliates own and operate a variety of warehousing
assets located throughout Europe, which assets consist of (1)
46 warehouse properties with a gross leasable area of approx.
15 million square feet that are located in seven countries across
Europe; (2) six undeveloped real estate parcels located in
four countries that are suitable for development of approximately
6.6 million square feet of additional leasable area; and (3) a
group of real estate asset management companies with nearly 70
employees in eight offices.

According to papers filed with the Court, even though the EuroLog
IPO was not completed after launch, each of the IPO Professionals
provided valuable services that inured to the benefit of the
Debtors' estates.  Arcapita says that without their efforts, the
EuroLog Affiliates would not have been able to file the Intention
to Float and would not have even had the opportunity to launch the
EuroLog IPO.  The fact that the EuroLog IPO was not completed does
not in any way detract from the quality and importance of the
services rendered, Arcapita said.

                       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: Receives Interim OK for GSI $175-Mil. DIP Facility
-----------------------------------------------------------------
Arcapita Investment Holdings Limited received on Monday interim
authorization to obtain a senior secured Murabaha facility,
comprised of a senior secured superpriority debtor-in-possession
US Dollar term Murabaha facility in an aggregate principal amount
up to $175,000,000, to be provided by Goldman Sachs International,
acting as investment agent for institutions participating in the
DIP Facility.

Proceeds of the interim financing will be used to repay in full in
cash the outstanding obligations under the Existing DIP Facility
from CF ARC LLC, as investment agent and security agent for the
Participants.  The final hearing on the motion is scheduled for
June 24, 2013.

A copy of the Interim Order is available at:

            http://bankrupt.com/misc/arcapita.doc1245.pdf

                       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.


ATARI INC: Gets More Time to File Chapter 11 Plan
-------------------------------------------------
Rachel Feintzeig writing for Dow Jones' DBR Small Cap reports that
videogame company Atari Inc. won permission to retain control of
its bankruptcy case as it works to sell its assets, piece by
piece.

Atari has requested that the Court extend its exclusive periods to
file a proposed Chapter 11 plan until Aug. 19, and solicit
acceptances for that plan until Oct. 18.

                       About Atari Inc.

Atari -- http://www.atari.com-- is a multi-platform, global
interactive entertainment and licensing company.  Atari owns
and/or manages a portfolio of more than 200 games and franchises,
including world renowned brands like Asteroids(R), Centipede(R),
Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R),
and Rollercoaster Tycoon(R).

Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, to
break away from their unprofitable French parent company and
secure independent capital.

A day after its American unit filed for Chapter 11 bankruptcy
protection, Paris-based Atari S.A. took a similar measure under
Book 6 of that country's commercial code.  Atari S.A. said it
was filing for legal protection because its longtime backer
BlueBay has sought to sell its 29% stake and demanded repayment by
March 31 on a credit line of $28 million that it cut off in
December.

Peter S. Partee, Sr. and Michael P. Richman of Hunton & Williams
LLP are proposed to serve as lead counsel for the U.S. companies
in their Chapter 11 cases.  BMC Group is the claims and notice
agent.  Protiviti Inc. is the financial advisor.

The Official Committee of Unsecured Creditors is seeking Court
permission to retain Duff & Phelps Securities LLC as its financial
advisor.  The Committee sought and obtained authority to retain
Cooley LLP as its counsel.


B&G FOODS: Moody's Affirms Ba3 CFR After Pirate Brands Purchase
---------------------------------------------------------------
Moody's Investors Service changed B&G Foods, Inc.'s Speculative
Grade Liquidity Rating to SGL-2 from SGL-1 following the
announcement of its planned acquisition of Pirate Brands.

Concurrently, Moody's affirmed the company's Ba3 Corporate Family
Rating and Ba3-PD Probability of Default Rating and affirmed the
company's existing debt ratings. The rating outlook is stable.

While liquidity was briefly strengthened following the company's
May 2013 bond issuance, which provided a large amount of excess
cash to B&G's balance sheet, essentially all of that cash will be
used to fund the acquisition, which subsequently weakens the
company's liquidity profile. That said, liquidity remains good and
is supported by expectations of ongoing solid free cash flow
generation and access to external liquidity, including its $200
million revolving credit facility.

B&G's long-term debt ratings were affirmed because Moody's had
anticipated a potential transaction of this magnitude when it
rated the company's recent bond issuance. Moody's expects the
company to de-leverage from what Moody's views as temporarily
elevated pro-forma leverage -- as measured by Moody's adjusted
debt-to-EBITDA -- of roughly 5.0 times at March 30, 2013. De-
leveraging is likely to be accomplished by both EBITDA growth, and
to a lesser extent, debt repayment of its term loan A, which does
contain a relatively aggressive debt repayment schedule. The
company has a track record that exemplifies its commitment to
maintaining a peak leverage target below its stated 4.5 times,
most recently evidenced by its decision to finance the September
2012 acquisition of New York Style and Old London Brands (NY
Style) with proceeds from its $120 million equity offering.
Moody's views the Pirate Brands transaction as being consistent
with B&G's acquisition-related growth strategy and as a
complementary addition to the company's existing product
portfolio.

The following ratings were downgraded (subject to completion of
the transaction):

  Speculative Grade Liquidity Rating to SGL-2 from SGL-1

The following ratings were affirmed:

  Corporate Family Rating (CFR) at Ba3;

  Probability of Default Rating at Ba3-PD;

  $200 million senior secured revolving credit facility due
  November 2016 at Baa3 (LGD2, 10%);

  $146 million senior secured term loan A due November 2016 at
  Baa3 (LGD2, 10%); and

  $700 million senior notes due 2021 at B1 (LGD4, 65%).

The following ratings will be withdrawn upon completion of the
ongoing tendering of the bonds:

  $223 million senior secured term loan B due November 2018 at
  Ba1 (LGD2, 27%); and

  $350 million senior unsecured notes due January 2018 to B1
  (LGD5, 81%).

The rating outlook is stable

Ratings Rationale:

The Ba3 CFR reflects B&G's aggressive dividend policy, small scale
relative to more highly rated industry peers, acquisitive growth
strategy, and periodic use of leverage to fund acquisitions. These
factors are balanced by the company's high margins, consistent
cash generation, broad product portfolio and historical success in
acquisition integration efforts. B&G's willingness to dividend a
high portion (roughly 50% - 60%) of its cash flows after capital
spending is partially mitigated by the consistency of its cash
flows, low capital spending requirements (due in part to its
extensive use of co-packers), and its success in recouping
commodity cost increases through timely pricing actions within its
niche branded product offerings. Finally, the Ba3 reflects
management's history of executing on its operating plan and
continuously growing B&G's operating scale and distribution
capabilities.

The stable rating outlook is based on Moody's expectation that
B&G's leverage will improve to under 4.5 times over the next
twelve months as a result of continued solid cash flow generation
and debt reduction stemming from mandatory amortization on its
term loan A. The outlook reflects Moody's view that earnings will
remain healthy, B&G will continue to generate solid cash flows and
successfully integrate recent and future acquisitions.

A ratings upgrade is unlikely prior to an improvement in B&G's
scale and diversification. Conversely, although Moody's does not
anticipate a rating downgrade in the near term, ratings could be
lowered if Debt-to-EBITDA is sustained above 5.0 times,
profitability deteriorates due to a large acquisition or B&G's
inability to manage fluctuations in commodity costs, or if
liquidity deteriorates due to negative free cash flow.

The principal methodology used in this rating was the Global
Packaged Goods Methodology published in December 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

B&G Foods ("B&G", NYSE: BGS) based in Parsippany, New Jersey, is a
publicly traded manufacturer and distributor of a diverse
portfolio of largely branded, shelf-stable food products, many of
which have leading regional or national market shares in niche
categories. The company also has a small presence in household
products. B&G's brands include Cream of Wheat, Ortega, Maple Grove
Farms of Vermont, Polaner, Las Palmas, Mrs. Dash, and Bloch &
Guggenheimer among others. B&G sells to a diversified customer
base including grocery stores, mass merchants, wholesalers, clubs,
dollar stores, drug stores and food service providers. Sales for
the twelve months ended March 30, 2013 were nearly $650 million,
the majority of which were derived in the US, and the remainder in
Canada.


BERGENFIELD SENIOR HOUSING: Sues SM Global to Recover Accounts
--------------------------------------------------------------
Bergenfield Senior Housing, LLC, early last month commenced an
adversary proceeding against SM Global Group, LLC, by filing a
complaint seeking to (i) avoid and recover transfers pursuant to
11 U.S.C. Sec. 547, (ii) recover preferential transfers pursuant
to 11 U.S.C. Sec. 550 and (iii) disallow claim(s) pursuant to
11 U.S.C. Sec. 502.

In or about December 2007, the Debtor and SM Global entered into
an agreement for the sale of certain condominium units owned by
the Debtor.  Disputes arose between the parties.  A number of
lawsuits were initiated, but all were ultimately settled in
September 2009.  Following the settlement, further disputes arose,
as a result of which the parties participated in an arbitration
proceeding.  On or about July 15, 2011, an arbitration award was
entered in favor of SM Global in the amount of $1.86 million.

On Feb. 5, 2013, SM Global obtained a judgment from the Superior
Court of New Jersey, Law Division, Bergen County, in the amount of
the aforementioned arbitration award.  The Judgment is currently
subject to a Petition for Certification to the New Jersey Supreme
Court.

On Feb. 25, 2013, SM Global obtained a Writ of Execution from the
State Court levying on the Property of the Debtor and the Debtor's
bank accounts including the operating accounts held by Boiling
Springs and Bank of America.  The accounts are believed to contain
the approximate amounts of $200 and $75,000 respectively.

Although SM Global obtained the Judgment against the Debtor, this
Judgment is currently subject to a pending appeal. Additionally,
the Judgment is subject to a setoff amount of at least $484,000
believed to be owed by SM Global to the Debtor.

The Writ of Execution was filed within 90-days before the Petition
Date, that is between Feb. 1, 2013 and May 2, 2013.  Thus any
liens obtained by the Defendant on the Property and the Debtor's
accounts were within the Preference Period.

The Debtor says that any claims held by SM Global against the
Debtor must be disallowed unless it turns over the property for
which SM Global is liable pursuant to 11 U.S.C. Sec. 547 and 550.

              About Bergenfield Senior Housing

Bergenfield Senior Housing, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D.N.J. Case No. 13-19703) in Newark, New Jersey,
on May 2, 2013.  Nicholas Rotonda signed the petition as
member/manager.  Judge Morris Stern presides over the case.  The
Debtor is represented by Aaron Solomon Applebaum, Esq., at
McElroy, Deutsch, Mulvaney & Carpenter, LLP.

The Bergenfield, New Jersey-based debtor is a single asset real
estate under 11 U.S.C. Sec. 101(51B) and said total assets and
debts exceed $10 million.  The Debtor operates and wholly owns a
90-unit residential apartment building located at 47 Legion Drive,
Bergenfield, New Jersey.

The Debtor's primary secured creditor is Boiling Springs Savings
Bank.  The Debtor is indebted to Boiling Springs on account of two
promissory notes, both of which are secured by mortgages on the
Property.  Boiling Springs' first-position mortgage secures
indebtedness in the total amount of $12.02 million and the second-
position mortgage secures indebtedness of $575,000.


BLACK PRESS: S&P Affirms 'B+' CCR & Rates New Term Loans 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-' long-
term corporate credit rating on Victoria, B.C.-based Black Press
Ltd.  The outlook is negative.

Standard & Poor's also assigned its 'B+' issue-level rating and
'1' recovery rating to Black Press' subsidiaries' proposed new
term facilities, which are expected to consist of a US$50 million
senior secured U.S. term loan due 2018 and a C$100 million senior
secured Canadian term loan due 2018.  The '1' recovery rating
indicates S&P's expectation of very high (90%-100%) recovery in
the event of default.

"We understand that proceeds of the new term loans, along with
drawings under the proposed up to C$85 million senior secured
second-lien notes due 2018, which we don't rate, will be used to
refinance existing debt," said Standard & Poor's credit analyst
Lori Harris.

The ratings on Black Press reflect Standard & Poor's assessment of
the company's "vulnerable" business risk profile and "highly
leveraged" financial risk profile (as S&P's criteria define the
terms).  S&P bases its business risk assessment on the company's
weak operating performance, declining organic revenue base, and
lack of revenue diversification outside of the newspaper
publishing industry.  S&P believes the industry faces long-term
secular pressures related to market share erosion toward online
and other forms of advertising.  Partially offsetting these
business risk factors, S&P believes, is the company's solid market
position within several of its regions.  S&P's financial risk
assessment is based on Black Press' aggressive financial policy,
weak credit protection measures, high debt burden, and tight
leverage covenant cushion.

The negative outlook reflects S&P's expectation that it could
lower the ratings on Black Press if the company fails to complete
the proposed debt refinancing.  S&P expects to revise the outlook
to stable after completion of the refinancing based on its belief
that Black Press will maintain its market position and that the
company's operating performance will meet S&P's expectations in
the medium term, including generating sufficient positive free
cash flow to cover its fixed costs and proposed term loan
amortization requirements.  S&P is not contemplating raising the
ratings within the next year.

Black Press is a private company and does not release financial
information publicly.


CALIFORMACY INC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Califormacy Inc.
        3526 South Manthey Rd. Suite H
        Stockton, CA 95106

Bankruptcy Case No.: 13-27715

Chapter 11 Petition Date: June 5, 2013

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: Sunita Kapoor, Esq.
                  LAW OFFICES OF SUNITA KAPOOR
                  4115 Blackhawk Plaza Cir #100
                  Danville, CA 94506
                  Tel: (925) 736-2324

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 Vivek Navaneethan, president.


CAMARILLO PLAZA: Lender Wants Sale Proceeds Escrowed
----------------------------------------------------
Wells Fargo Bank, N.A., has asked the U.S. Bankruptcy Court for
the Central District of California to deny confirmation of
Camarillo Plaza LLC's Second Amended Chapter 11 Plan.

Wells Fargo -- as trustee for the registered holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2006-C3 -- said the Debtor and
the Noteholder have not yet agreed upon a resolution of the
allowed amount of the Noteholder Claim.

On March 19, 2013, the Debtor filed the Plan, which proposed a
consensual sale of Debtor's primary asset, a shopping center
commonly known as Camarillo Plaza, as well as an assumption of the
loan secured by the Property by a proposed buyer.  The proposed
sale was to be subject to competitive overbidding, including,
without limitation, the Noteholder's consent to and approval of
all terms and conditions the proposed sale and the other
transactions contemplated in the bidding procedures.  The Buyer
has recently terminated the purchase agreement that was entered
into in connection with the Proposed Sale, as the Buyer was
entitled to do pursuant to certain provisions related to the
Buyer's diligence.

In this relation, Wells Fargo requests that the Court require the
Debtor to reserve sufficient cash proceeds from any transaction to
pay in full the additional amounts if ultimately allowed.

A June 13 hearing to confirm the Debtor's Plan has been set.

                              The Plan

As reported by the Troubled Company Reporter on May 20, 2013, the
Debtor's Second Amended Chapter 11 Plan provides for the sale of
the Debtor's 74,072-square foot shopping center commonly known as
Camarillo Plaza and the underlying real property located at 1701-
1877 east Daily Drive, Camarillo, California.

Under the Plan, the secured claim of TR Funding ($15,000) will be
paid in full from the proceeds of the sale of the property up to a
maximum amount of $20,000.

General Unsecured Creditors whose claim is $1,000 or less or who
elects to reduce its allowed claim to $1,000 will receive a single
payment equal to 100% of its allowed claim on, or as soon as
practicable after the Effective Date of the Plan.

General Unsecured Creditors holding undisputed and liquidated
claims will be paid 100% of their allowed claims without interest.

The Debtors intend to make payments required under the Plan from
the (i) sale of the property.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/CAMARILLO_PLAZA_ds_amended.pdf

                       About Camarillo Plaza

Shopping center operator Camarillo Plaza LLC, based in Los
Angeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-59637) on Dec. 5, 2011.  Judge Sheri Bluebond
was assigned to the case.  At the Debtor's behest the next day,
the case was transferred to the Northern Division (Bankr. C.D.
Calif. Case No. 11-bk-15562).  The case in the Los Angeles
Division was closed, and Judge Robin Riblet took over from Judge
Bluebond.

The Debtor scheduled assets of $21.6 million and liabilities of
$12.3 million as of the Chapter 11 filing.  Janet A. Lawson, Esq.,
in Ventura County, California, serves as the Debtor's counsel.
The petition was signed by Aaron Arnold Klein, managing partner.


CANNONWOOD LLC: Case Summary & 5 Unsecured Creditors
----------------------------------------------------
Debtor: CannonWood, LLC
        2834 Old US Hwy. 441 S
        Tiger, GA 30576

Bankruptcy Case No.: 13-21641

Chapter 11 Petition Date: June 5, 2013

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

Debtor's Counsel: Ashley B. Brannen, Esq.
                  BRANNEN LAW GROUP, PC
                  Suite G, 7147 Jonesboro Road
                  Morrow, GA 30260
                  Tel: (770) 474-0847
                  Fax: (770) 474-6078
                  E-mail: ashley@brannenlawfirm.com

Scheduled Assets: $2,804,577

Scheduled Liabilities: $2,251,160

A copy of the Company's list of its five largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ganb13-21641.pdf

The petition was signed by Thomas Daniel Major, president/member.


CARESTREAM HEALTH: S&P Lowers CCR to 'B'; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Carestream Health Inc. to 'B' from 'B+'.  S&P also
removed the rating from CreditWatch, where it placed it with
negative implications on May 21, 2013.  The outlook is stable.

At the same time, S&P affirmed its 'B+' issue-level rating on
Carestream's $2 billion first-lien debt, which comprises a
$150 million revolver and a $1.85 billion first-lien term loan.
The recovery rating on this debt is '2', indicating S&P's
expectation of substantial (70%-90%) recovery in a payment
default scenario.  S&P also affirmed its 'B-' issue rating on the
company's $500 million second-lien term loan.  The recovery rating
on this debt is '5', indicating S&P's expectation of modest (10%-
30%) recovery in a payment default scenario.

The rating actions follow the completion of Carestream's dividend
recapitalization transaction.  S&P has revised its view of
Carestream's financial risk profile because of increased debt
combined with a very aggressive financial policy stemming from
private equity ownership.  S&P continues to assess Carestream's
business risk profile as "weak."  S&P's assessment is that the
company's management and governance is "fair."

Carestream manufactures and sells traditional film and digital
imaging products in the rapidly changing and challenging
diagnostic-imaging industry.

"We expect the company to achieve low-single-digit revenue growth
in the next 12 months because modest growth in the company's
nonfilm business should continue to offset the gradual decline of
film products revenues," said Standard & Poor's credit analyst
Svetlana Olsha.  "We believe that the company will be able to
sustain high-teen EBITDA margins, which should support continuing
good free cash flow generation in excess of $150 million
annually."


CASCADE AG: Taps Red2Black's Rosenberger as Restructuring Officer
-----------------------------------------------------------------
Cascade AG Services asks the U.S. Bankruptcy Court for the Western
District of Washington for permission to employ Leo Rosenberger of
Red2Black Advisors LLC as its chief restructuring officer.

RBA will oversee the process of selling the Debtor's assets
necessary to facilitate a successful sale of the Debtor's assets
within the timeline set by the Court.

The Debtor has proposed that RBA be compensated for its services
at Mr. Rosenberger's standard hourly rate of $225 per hour.

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

The proposed CRO may be reached at:

          Leo J. Rosenberger, CPA
          Managing Director
          Red2Black Advisors LLC
          23632 Highway 99 Ste F249
          Edmonds, WA 98026-9211 USA
          Tel: (425) 778-7581
          E-mail: LeoR@red2blackadvisors.com

                         About Cascade AG

Cascade AG Services, Inc., dba Pleasant Valley Farms, fdba
Mountain View Produce, Inc., fdba Staffanson Harvesting LLC, fdba
Sterling Investment Group, L.L.C., is a vegetable processing
company that processes Washington-grown cucumbers and cabbage into
pickles and sauerkraut.

Cascade AG filed for Chapter 11 bankruptcy (Bankr. W.D. Wash. Case
No. 12-18366) on Aug. 13, 2012.  In amended schedules, the Debtor
disclosed $25,522,648 in assets and $21,354,742 in liabilities as
of the Chapter 11 filing.

Lawyers at Cairncross & Hempelmann PS, in Seattle, serve as the
Debtor's counsel.  Clyde A. Hamstreet & Associates, LLC, is the
Debtor's chief restructuring officer and financial advisor.  The
petition was signed by Craig Staffanson, president.

The U.S. Trustee appointed seven creditors to the Official
Unsecured Creditors' Committee.  Lawrence R. Ream, Esq., at
Schwabe, Williamson & Wyatt PC, Seattle, represents the Committee
as counsel.

DIP lender One PacificCoast Bank, FSB, is represented by Brad T.
Summers, Esq., and David W. Criswell, Esq.

The Plan filed in the Debtor's case contemplates a $3.0 million
capital infusion.  Money contributed to fund the Plan will be used
to satisfy Administrative Expense Claims to the extent that those
Claims must be satisfied for Confirmation, unless there is
agreement with Holders of Administrative Expense Claims to defer
payment.


CATAMARAN CORP: Extended Bank Debts Get Moody's 'Ba2' Rating
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Catamaran
Corporation's (formerly SXC Health Solutions Corp.) newly amended
and extended senior secured Term Loan A and senior secured
revolver. At the same time, Moody's affirmed the Ba2 Corporate
Family Rating and Ba3-PD Probability of Default rating and raised
the speculative grade liquidity rating to SGL-1 from SGL-2. The
rating outlook is stable. Ratings on the existing bank facilities
will be withdrawn.

Ratings assigned:

Catamaran Corporation:

$1.0 billion senior secured Term Loan A at Ba2, LGD-3, 32%

$800 million senior secured revolver at Ba2, LGD-3, 32%

Ratings affirmed:

Catamaran Corporation:

Corporate Family Rating at Ba2

Probability of Default Rating at Ba3-PD

Rating raised:

Catamaran Corporation:

Speculative grade liquidity rating to SGL-1 from SGL-2

Rating Rationale:

With this newly amended credit facility, Catamaran will extend the
maturity on its bank debt and will increase its revolver
commitment to $800 million from $700 million. Also, term loan
amortization requirements will be materially reduced. In addition,
Catamaran's maximum leverage ratio and limitations on permitted
acquisitions will be loosened. This should provide the company
with additional flexibility to pursue future acquisitions and
contributes to the upgrade of the SGL rating.

"Catamaran will continue to deleverage, providing cushion for
additional acquisitions as it winds down the integration of
Catalyst," says Diana Lee, a Moody's Senior Credit Officer.

Catamaran's Ba2 CFR reflects its position as a mid-market pharmacy
benefit management (PBM) company that has gained scale following
last year's merger with Catalyst, but still competes with much
larger players, Express Scripts (Baa3 stable) and CVS Caremark
(Baa2 positive) that dominate the PBM landscape. Customer
concentration and renewal risk, as well as limited mail order and
specialty drug service offerings also present challenges. As it
completes its integration, Catamaran will continue to deleverage -
- aided by synergies and recent contract wins.

The stable outlook reflects Moody's belief that Catamaran will
continue to deleverage as it completes the integration of
Catalyst, providing cushion for additional acquisitions. Moody's
expects debt/EBITDA to remain below 2.5 times and RCF/debt above
30%. A rating upgrade could be considered if Catamaran reduces its
customer renewal risk and demonstrates a prudently financed
acquisition strategy going forward. EBITDA and cash flow
improvements resulting in debt/EBITDA that is sustained below 1.5
times and RCF/debt that is above 40%, could result in an upgrade.
If Catamaran loses key contracts, or profitability declines, the
ratings could be downgraded. Debt/EBITDA sustained above 2.5 times
or RCF/debt that falls below 30% could result in a rating
downgrade.

The SGL-1 rating reflects Catamaran's very good liquidity profile,
characterized by free cash flow that can support operating and
capital needs, ample cushion on its bank covenants, and access to
a reasonably-sized revolver.

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

Catamaran Corporation, headquartered in Lisle, Illinois, is a
provider of pharmacy benefit management services and healthcare
information technology (HCIT) solutions to the healthcare benefit
management industry.


COMMONWEALTH REIT: S&P Lowers CCR to 'BB+'; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said it removed all of its
ratings on CommonWealth REIT from CreditWatch, where S&P had
placed them with negative implications on Feb. 27, 2013.  S&P
lowered the corporate credit rating on the REIT to 'BB+' from
'BBB-'.  The outlook is stable.

At the same time, S&P assigned a '2' recovery rating to the REIT's
senior unsecured notes, indicating its expectations for
substantial (70% to 90%) recovery of principal in the event of a
payment default.  S&P's 'BBB-' issue-level rating on
CommonWealth's senior unsecured notes remains unchanged.  The '2'
recovery rating affects roughly $1.5 billion of rated senior
unsecured notes currently outstanding and reflects S&P's practice
of assigning recovery ratings to all debt of a speculative grade-
rated issuer.

"The rating downgrade reflects our revision of CommonWealth's
business risk profile to 'fair' from 'satisfactory' due to a
number of concerns we have," said Standard & Poor's credit analyst
Susan Madison.  "These concerns surround the competitive position
of CommonWealth's office portfolio and management's ability to
improve operating performance given the broad scale of its
platform; the effectiveness of its external management structure;
and the significant distraction presented by activist shareholders
seeking to remove the REIT's current board of directors and its
external advisor, Reit Management & Research LLC," she added.

Ongoing weakness in the same-store performance of CommonWealth's
legacy suburban office portfolio also weighs on S&P's assessment
of the REIT's business risk profile.  S&P continues to view
CommonWealth's financial risk profile as "intermediate."  The
recent sale of common equity and debt tender bolstered the REIT's
balance sheet and debt coverage metrics, and CommonWealth faces
minimal near-term debt maturities.  However, S&P believes that
future access to institutional debt and equity markets may be
curtailed or more costly until the ongoing shareholder disputes
and litigation have been resolved.

"The rating on CommonWealth also reflects our "weak" assessment of
its management and governance.  Through subsidiaries, RMR provides
fee-based services to CommonWealth, including the direction of
capital market activities, selection and acquisition of its
investments, execution of property transactions, and management
and leasing of its properties.  Standard & Poor's believes that
external management structures can potentially result in a weaker
alignment of interests between shareholders and management when
compared with internally managed REITs.  Further, CommonWealth's
staggered, small, and interrelated board manifests a lack of
independence from management and may provide insufficient
oversight and scrutiny of key enterprise risks, in our view," S&P
said.

"The outlook is stable.  We expect CommonWealth to maintain an
"intermediate" financial risk profile over the next 12 to 18
months as it continues to reposition assets--improving occupancy
in its core portfolio while simultaneously disposing of its
distressed-asset portfolio.  We expect sizeable leasing and
retenanting costs over the next year will be funded largely with
internally generated cash flow.  We could lower the rating if
portfolio trends worsen, and declining occupancy and rental income
cause FCC to decline below 1.8x on a sustained basis.  An upgrade
to investment grade is dependent on CommonWealth successfully
executing on its planned asset sales and portfolio repositioning,
while addressing management and governance issues, which are
material in our view," S&P added.


COUNTRYWIDE FIN'L: Pimco Defends $8.5-Bill. BofA Mortgage Accord
----------------------------------------------------------------
David McLaughlin, writing for Bloomberg News, reported that Bank
of America Corp.'s $8.5 billion mortgage-bond settlement is
"outstanding" for investors, said a Pacific Investment Management
Co. executive, who defended the deal against opposition.

According to the report, the settlement was reached after an
investor group that included Pimco and BlackRock Inc. (BLK) at
first demanded $12 billion, eventually coming down to a "take it
or leave it" offer of $8.5 billion, Kent Smith, an executive vice
president at Newport Beach, California-based Pimco who helped
negotiate the agreement, testified.

"It's an outstanding deal, and it's in the best interest of our
clients to support it," Smith said, the report related.

Smith was the first witness to testify in a trial over the
agreement, which is being considered by Justice Barbara Kapnick in
New York State Supreme Court in Manhattan, the report further
related. The accord resolves claims from Countrywide Financial
mortgage-bond investors over loans bundled into securities.
American International Group Inc. (AIG) is fighting the
settlement, saying Bank of America isn't paying enough to
compensate investors.

During settlement negotiations in 2011, the Pimco group fought
with representatives of Charlotte, North Carolina-based Bank of
America over the estimated size of Countrywide's liability for
defective loans, Smith said, the report added. Investors at one
point presented an analysis to Bank of America, and the bank's
chief risk officer, Terrence Laughlin, "threw it back across the
table at us," Smith testified.

                        Possible Bankruptcy

The investor group confronted the risk that if they decided to sue
to recover losses instead of settling, Bank of America would put
Countrywide into bankruptcy, Smith said, according to the report.
Laughlin gave the investors the "impression" that the bank had
approval from a federal regulator, the Office of the Comptroller
of the Currency, for the bankruptcy, Smith testified today.
A Countrywide bankruptcy was Bank of America's "trump card," he
said, and it was a risk that the investor group took "fairly
seriously."

AIG has criticized the settlement in part because Bank of New York
Mellon Corp., the trustee seeking approval of the agreement for
investors, didn't review loan files to investigate whether
mortgages fell short of representations made to investors about
their quality, the report recalled.

The case is In the matter of the application of the Bank of New
York Mellon, 651786-2011, New York State Supreme Court, New York
County (Manhattan).

                    About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- originated,
purchased, securitized, sold, and serviced residential and
commercial loans.

In mid-2008, Bank of America completed its purchase of Countrywide
for $2.5 billion.  The mortgage lender was originally priced at $4
billion, but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.


DETROIT, MI: To Offer Creditors Pennies in Pitch to Avoid Ch. 9
---------------------------------------------------------------
Matt Helms, writing for Detroit Free Press, reported that
Detroit's attempt to avoid bankruptcy will hit a critical stage
next week as emergency manager Kevyn Orr brings together dozens of
creditors to present a stark offer: less than 10 cents on the
dollar for the loans, bonds, retiree obligations and other debts
that have been strangling the city for years.

According to the report, Orr is expected to meet late this week --
his office wouldn't say exactly when, but the location likely will
be near Metro Airport -- with as many as 150 representatives of
the city's major creditors, from big national banks that hold the
city's bonds and insurers who guarantee them, to unions and
pensioners who rely on the city for retirement income and health
care.

The report said they probably will not be satisfied with the
offers Orr will present in a roughly 200-page document outlining
the city's assets and liabilities. The report will make the case
for what Detroit reasonably can pay its creditors. People close to
the proceedings told the Free Press the offer will be for less
than 10 cents for every dollar the city owes. Orr's office refused
to confirm that figure.

If Orr can't win a deal with creditors, the fate of benefits for
30,000 current and retired municipal workers and the city's
ability to fund its basic services would likely move into a
federal court in proceedings some bankruptcy lawyers fear could
stretch out for years, the report said.

Orr said he remains optimistic a consensual deal can be brokered
outside court, and if not, that a Chapter 9 bankruptcy could be
done in relatively quick fashion, the report added. But Orr's
offer "will be a tough pill to swallow" for creditors, said
spokesman Bill Nowling.


DEX MEDIA: Moody's Assigns 'Caa1' CFR; Outlook Negative
-------------------------------------------------------
Moody's Investors Service assigned a Caa1 corporate family rating
and a Caa1-PD probability of default rating for Dex Media, Inc.
The ratings agency also assigned a Caa3 (LGD6-95%) rating to Dex
Media's senior subordinated notes due 2017, a Caa1 (LGD3-45%)
rating to the term loans of R.H. Donnelley Inc., Dex Media West
Inc., Dex Media East Inc., SuperMedia Inc. and a SGL-2 speculative
grade liquidity rating. The rating outlook is negative.

Moody's has taken the following rating actions:

Issuer: Dex Media, Inc.

  Corporate Family Rating -- Assigned Caa1

  Probability of Default Rating -- Assigned Caa1-PD

  Outlook -- Negative

  Speculative Grade Liquidity Rating -- Assigned SGL-2

  Senior Subordinated Notes due 1/29/17 -- Assigned Caa3,
  LGD6-95%

Issuer: R.H. Donnelley, Inc.

  Outlook -- Negative

  Senior Secured Term Loan due 12/31/16 -- Assigned Caa1,
  LGD3-45%

Issuer: Dex Media West, Inc.

  Outlook -- Negative

  Senior Secured Term Loan due 12/31/16-- Assigned Caa1, LGD3-45%

Issuer: Dex Media East, Inc.

  Outlook -- Negative

  Senior Secured Term Loan due 12/31/16 -- Assigned Caa1,
  LGD3-45%

Issuer: SuperMedia Inc.

  Outlook -- Negative

  Senior Secured Term Loan due 12/31/16 -- Assigned Caa1,
  LGD3-45%

Ratings Rationale:

Dex Media's Caa1 corporate family rating is supported by its
position as the second largest print and digital yellow pages
business in the U.S., modest EBITDA margins, low capital
intensity, and the company's ability to generate relatively
predictable, albeit declining, levels of free cash flows.

These strengths are offset by the company's highly leveraged
capital structure, a fairly rapid structural decline in the print
directory segment, difficulties growing the digital business,
expanding competitive challenges and very low barriers to entry in
digital advertising. Finally, a prior history of the company
opportunistically repurchasing debt at a discount (which Moody's
considered distressed exchanges) weighs on the rating. Moody's
believes that purchases at a discount are likely in the future
since the company amended its bank covenants to make it possible
to repurchase additional bank debt on the open market through the
end of 2016.

Dex Media is attempting to reinvent its business by reducing its
reliance on print advertising through the development of digital
and mobile directory service applications. However, Moody's has
doubts that the company will be able to transition its business
away from a reliance on print directories quickly enough to
stabilize its revenues and earnings. It also remains to be seen
whether the business model is viable. Moody's projects double-
digit declines in net revenues and declines in EBITDA of about 10%
in both 2013 and 2014. Moody's also expects that the relatively
robust levels of free cash flow that the company is currently
generating will decline at an accelerating pace over time. Dex
Media will continue its focus on reducing costs to maximize
operating efficiency. Offsetting some of the revenue decline and
margin pressure is the company's expected annual run-rate expense
synergies of about $150-175 million, which are expected to be
fully realized in 2015, and $200-275 million of cash flow due to
the preservation of Dex One tax attributes.

The senior secured term loans at RHDI, DMW, DME, and SuperMedia
are all rated Caa1 (LGD3-45%) reflecting their structural
seniority to Dex Media's $220 million of senior subordinated
notes. The subordinated notes are rated Caa3 (LGD6-95%) and would
likely experience meaningful loss in the event of another default.
The company is restricted from making open market repurchases of
its subordinated notes during the credit agreement period and is
required to PIK half of the interest on these securities. Each of
the credit facilities are separate facilities with no cross
guarantees or collateralization provision among the entities,
subject to certain exceptions. The Shared Guarantee and Collateral
agreement has certain cross guarantee and collaterization
provisions among Dex entities, but excluding SuperMedia and its
subsidiaries. However, an event of default by one of the entities
could trigger a call on the applicable guarantor. An event of
default by a guarantor on a guarantee obligation could be an event
of default under the applicable credit agreement, and if demand is
made under the guarantee and the creditor accelerates the
indebtedness, failure to satisfy such claims in full would in turn
trigger a default under all of the other credit facilities. A
subordinated guarantee also provides that SuperMedia and each
significant Dex entity guarantees the obligations of the other
such entities, including SuperMedia, provided that no claim may be
made on such guarantee until the senior secured debt of such
entity is satisfied and discharged.

The SGL-2 speculative grade liquidity rating reflects Dex Media's
ability to service its required debt amortizations and excess cash
flow sweep payments at each of its subsidiaries and approximately
$340 million of projected free cash flow in 2013. Free cash flow
generation is critical to liquidity and the Caa1 CFR due to the
absence of a revolver. Moody's anticipates DMW, DME and RHDI will
have at least a 15% EBITDA cushion within the financial
maintenance covenants over the next 12-18 months.

The negative rating outlook reflects Moody's expectation that Dex
Media will opportunistically repurchase debt at a discount in the
future.

The ratings are unlikely to be upgraded due to the secular decline
of the print business and low barriers to entry in the digital
segment.

The ratings could be lowered if the print business erodes faster
than expected (about 20% per year) and the digital business fails
to grow, leading to a more-than-expected rapid decline in free
cash flow and less debt reduction, or if leverage (Moody's
adjusted) remains above 3.8x.

The principal methodology used in this rating was Global
Publishing 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.


DISTRIBUTION INT'L: Moody's Assigns B3 CFR & Rates New Loan Caa1
----------------------------------------------------------------
Moody's Investors Service assigned a first-time B3 Corporate
Family Rating and B3-PD Probability of Default Rating to
Distribution International, Inc., a distributor and fabricator of
insulation and related products to the industrial, commercial, and
marine end-markets.

Moody's also assigned a Caa1 rating to the company's proposed $200
million term loan. Proceeds from the term loan and some borrowings
under the revolving credit facility (unrated) will be used to
refinance existing debt, to distribute a dividend to the
shareholders, and to pay other related fees and expenses.

DI will also use some of the proceeds to fund an acquisition.
Audax Management Company, LLC and The CapStreet Group, through
their respective affiliates, equally are the primary owners of DI.
The rating outlook is stable.

The following ratings will be affected by this action:

Corporate Family Rating assigned B3;

Probability of Default Rating assigned B3-PD; and,

Senior secured term loan due 2018 assigned Caa1 (LGD4, 63%).

Ratings Rationale:

DI's B3 Corporate Family Rating reflects its leveraged capital
structure as a result of the proposed refinancing. Balance sheet
debt is increasing by about 35% from levels at FYE12. Despite the
prospects of some operating improvement and debt reduction,
Moody's projects debt-to-EBITDA will remain elevated at slightly
below 6.0 times over the next year and interest coverage defined
as (EBITDA-CAPEX)-to-interest expense could approach 2.0 times by
mid-2014 (all ratios incorporate Moody's standard accounting
adjustments). DI will have negative tangible worth. Also, DI is a
small company based on revenues, making it difficult to generate
significant levels of earnings and free cash flow relative to
higher debt service requirements. DI is pursuing partial growth
through "bolt-on" acquisitions and would likely involve leveraging
transactions, further stressing key credit metrics. Likewise, the
potential use of free cash flow to acquire other companies would
limit DI's ability to reduce balance sheet debt.

Providing some offset to DI's elevated debt level is the company's
sound business profile characterized by diversified customers and
end markets. The industrial sector, key driver of DI's revenues,
provides a steady source of revenues from their maintenance and
repairs operations. Capital projects in this sector also
contribute towards a good source of earnings. DI should also
benefit from the North American commercial construction sector,
which is experiencing a modest rebound. Moody's recognizes DI's
solid operating margins as a key credit strength. It anticipates
some margin expansion as conditions in the refining and power
sectors improve. Better operational efficiencies, both internally
and in acquired businesses, and improved working capital
management should translate into higher levels of free cash flows,
which are anticipated to be used for debt reduction. Furthermore,
a more simplified capital structure, availability under the
company's proposed asset-based revolving credit facility, and a
lack of near-term maturities are credit enhancers as well.

The stable rating outlook reflects Moody's view that DI's credit
metrics will improve as it continues to leverage its market
position to distribute and fabricate insulation products for
industrial maintenance and turnaround projects. The stable outlook
also includes Moody's expectations that DI continues to quickly
integrate its acquisitions while maintaining sufficient
availability under its revolving credit facility to contend with
future economic uncertainties.

The Caa1 rating assigned to the $200 million senior secured term
loan due 2019 is one notch below the corporate family rating. The
term loan is structurally subordinated to the company's asset-
based revolving credit facility, which has a priority claim on the
company's most liquid assets. The term loan is secured by a first
lien on DI's domestic non-current assets and any assets not
pledged to secure the asset-based revolving credit facility. It
will also have a second lien on the assets securing the company's
revolving credit facility.

Moody's does not expect positive rating actions in DI's ratings
over the near term primarily due to the company's elevated debt
leverage. However, if the company were to reduce debt using free
cash flow such that debt-to-EBITDA falls below 4.5 times and
interest coverage -- defined as (EBITDA-CAPEX)-to-interest expense
-- is sustained above 2.0 times, the ratings may be considered for
an upgrade (all ratio include including Moody's standard
adjustments). A better liquidity profile would also support upward
ratings movement.

Negative rating actions could occur if DI's operating performance
falls below Moody's expectations or if the company abandons its
commitment to debt reduction such that debt-to-EBITDA is sustained
above 6.0 times, and (EBITDA-Capex)-to-interest remains below 1.5
times or (all ratios include Moody's standard adjustments).
Excessive usage of the revolving credit facility for acquisitions,
further dividends, or deterioration in the company's liquidity
could pressure the ratings as well.

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

Distribution International, Inc., headquartered in Houston, TX, is
a North American distributor and fabricator of insulation and
related products to the industrial, commercial, and marine end-
markets. Audax Management Company, LLC, and The CapStreet Group,
through their respective affiliates, equally are the primary
owners of DI.


DISTRIBUTION INT'L: S&P Assigns Prelim B- CCR & Term Loan Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B-' corporate credit rating to Houston-based
Distribution International Inc. (DI).  The rating outlook is
stable.

At the same time, Standard & Poor's assigned its preliminary 'B-'
issue-level rating (same as the corporate credit rating) to the
company's proposed $200 million senior secured term loan due 2019.
The preliminary recovery rating is '4', indicating S&P's
expectation of average (30% to 50%) recovery for lenders in the
event of a payment default.  The company also has a new
$80 million asset-based lending (ABL) facility due 2018, which S&P
do not rate.

"DI will use proceeds from the proposed offering to refinance $153
million of existing indebtedness, finance a planned acquisition
for approximately $20 million, fund a special dividend to equity
holders of approximately $40 million, and pay estimated fees and
expenses in connection with the financing," said Standard & Poor'
credit analyst Maurice Austin.

The corporate credit rating on Distribution International Inc.
reflects what S&P considers to be the combination of DI's "weak"
business risk profile and "highly leveraged" financial risk
profile.  S&P's view of the company's "weak" business risk profile
is due to its small size, integration risk related to its
acquisition strategy, and concentrated cyclical end markets.

The stable rating outlook reflects S&P's expectation that credit
measures will remain consistent with its highly leveraged
financial risk profile with 2013 debt to EBITDA and FFO to debt of
about 6x and under 10%, respectively, despite S&P's assumptions
for better financial performance.  S&P expects DI will maintain
adequate liquidity based on committed revolving borrowing capacity
and minimal capital spending.

S&P could lower the rating if DI experiences weaker-than-expected
end-market demand resulting in weaker-than-expected financial
performance such that its liquidity assessment weakens to "less
than adequate".  This could occur if availability on the ABL
declines to below $12 million, triggering the fixed-charge
covenant requirement or the financial covenants decline to less
than a 10% cushion.

An upgrade is less likely in the next 12 months based on S&P's
assessment of DI's highly leveraged financial risk profile with
pro forma leverage of about 6.5x and FFO to debt below 10%.
However, S&P could raise its rating in the longer term if
acquisitions causes a material change in the business such that
the company is significantly larger with more geographic
diversity.


DPL INC: Fitch Keeps 'BB' IDR on Rating Watch Negative
------------------------------------------------------
Fitch Ratings has maintained the Rating Watch Negative on DPL,
Inc.'s (DPL) and Dayton Power & Light Company's (DP&L) ratings.

Key Rating Drivers:

Pending Regulatory Restructuring Creates Adversity:
All the ratings for DPL and DP&L were put on the Negative Watch in
November 2012 due to the pending regulatory approval of DP&L's
Electric Security Plan (ESP). Fitch expects the outcome of ESP to
adversely affect companies' credit profiles and the likely outcome
may result in a one notch or greater ratings downgrade for DPL.
DP&L's ratings could be affirmed or downgraded by one notch
depending on the ESP and resultant capital structure as well as
any additional ring-fencing provisions.

Fitch expects that the ESP will establish a timeline for DP&L to
transfer its electricity generating assets to a non-regulated
affiliate under the corporate separation order (CSP) at a value
and the terms not yet determined.

High Leverage at DPL:

DPL's ratings reflect its highly leveraged capital structure and
the primary support it receives from the upstream distributions
from DP&L. Fitch does not expect any significant reduction in debt
at DPL if the expected transfer of assets under the CSP takes
place before the management's forecast. DPL's and DP&L's ratings
are linked and the IDRs of both entities consider the combined
leverage, which consists of approximately $1.5 billion of debt at
DPL and $0.9 billion of debt at DP&L. DPL's and DP&L's ratings are
not directly linked to the IDR of the ultimate parent, AES Corp.
(rated 'BB-' with a Stable Outlook by Fitch).

Post-CSP Capital Structure Affects Ratings:

Following the separation of its generation assets, DP&L will be a
significantly smaller, but lower risk wires only utility. However,
the new capital structure of DP&L will be a significant factor in
its ultimate ratings along with the credit profile of its parent,
DPL.

Uncertainty around Refinancing at DP&L:

DP&L has a $470 million debt maturity of first mortgage bonds on
Oct. 1, 2013 representing more than half of DP&L's existing debt
outstanding. Given the eventual separation, and resultant release
of rate base assets, refinancing terms and conditions may be less
favorable.

Rating Sensitivities

Outcome of the ESP: Fitch expects to resolve the Rating Watch for
DPL and DP&L once the outcome of the ESP is known. While no
procedural schedule is set as of now, it is Fitch's expectation
that the Public Utility Commission of Ohio could issue a final
order by Mid-July 2013.

Pace of Debt Reduction: A constructive ESP outcome in itself may
not be adequate to retain the current ratings. Fitch expects DPL
to significantly reduce debt from the current levels and provide a
viable liquidity plan to support a merchant generation business
post CSP to prevent further downgrade to the ratings.

Higher than Anticipated Capex: Capital expenditures in excess of
Fitch's current forecasts could increase the stress that the
combined entity will undergo over the next few years.

Ratings Upgrade Unlikely: Positive rating actions are unlikely for
several years given the highly leveraged balance sheet at DPL and
the structural change in the operating environment facing DP&L.

Fitch maintains the following ratings on Rating Watch Negative:

DPL

-- Long-term IDR 'BB';
-- Senior unsecured debt 'BB'';
-- Short-term IDR 'B'.

DP&L

-- Long-term IDR 'BBB-';
-- Senior secured debt 'BBB+';
-- Preferred stock 'BB+';
-- Short-term IDR 'F3''.

DPL Capital Trust II

-- Junior subordinate debt 'B+'.


EASTMAN KODAK: Puts Off Approval of Plan Disclosure Materials
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Eastman Kodak Co. announced after 5 p.m. on
June 7 that the hearing for approval of the disclosure statement
was being put off, by that time more than 15 creditors and the
U.S. Trustee had filed objections to approval of materials
designed so creditors will have sufficient information for knowing
how to vote on the Chapter 11 reorganization plan.  Rather than
June 13, the disclosure hearing is now set for June 25.  The time
for creditors to object to the disclosure statement was moved back
to June 21.

According to the report, the official creditors' committee so far
hasn't come out for or against the disclosure statement or
indicated its position with regard to the plan itself.  Most of
the objections were from companies under contract with Kodak, not
knowing how their contracts will be treated or objecting to the
process for taking on or terminating the contracts.

The report relates Carestream Health Inc. objected to the
disclosure statement partly because it only tells unsecured
creditors they will recover more from the plan than by
liquidation.  The U.S. Trustee questioned the basis for releases
barring creditors from suing third parties and so-called
substantive consolidation, where creditors of the parent company
and subsidiaries are treated the same.  STWB Inc., the holder of a
$250 million claim, contends that Kodak's $96 million estimate of
environmental liabilities is a "gross understatement."

Kodak's plan calls for full payment to holders of the remaining
$375 million in second-lien notes.  Assuming the current version
of the plan is approved by a vote of creditors and by the
bankruptcy judge, they would receive interest in cash plus 85
percent of the new stock for principal.  The other 15 percent of
the new stock is for unsecured creditors with $2.7 billion in
claims and retirees who have a $635 million claim from the loss of
retirement benefits.

                      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.


ELPIDA MEMORY: Micron Deal Appears to Clear Legal Hurdle
--------------------------------------------------------
Tom Hals, writing for Reuters, reported that Micron Technologies
Inc's planned acquisition of bankrupt Japanese chipmaker Elpida
Memory Inc appeared to move closer to completion after a key
deadline passed without a legal challenge.

According to the report, U.S. creditors had until 4 p.m. on June 7
to object to the request by Elpida to have a U.S. Bankruptcy Court
in Delaware issue orders that would enforce its Japanese
restructuring, according to court records.

At the center of the restructuring is the proposed sale to Micron
for 200 billion yen (about $2.1 billion), which will create the
world's second-largest maker of memory chips, the report said.

Micron, based in Boise, Idaho, has been losing money as smart
phones and tablets gain in popularity at the expense of personal
computers, the report related. Acquiring Elpida will create
economies of scale and the combined company will rank second only
to Samsung Electronics in the memory chip market.

While the sale proceeds will be used to repay Elpida's creditors,
U.S. bondholders argued Elpida was worth up to 300 billion yen,
the report further related.

In May, the bondholders exhausted their legal challenges in Japan,
according to the report. The only avenue left to them was in U.S.
Bankruptcy Court in Delaware, where Elpida had sought recognition
for its bankruptcy plan under Chapter 15 of the U.S. bankruptcy
code.

                     About Elpida Memory Inc.

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

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

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

Micron Technology, Inc. on Feb. 28 announced the Tokyo District
Court's issuance of an order approving Elpida Memory Inc.'s plan
of reorganization.  Elpida's plan of reorganization calls for
Micron to sponsor Elpida's reorganization under which Elpida will
become a wholly owned subsidiary of Micron.  The Tokyo District
Court's approval follows an Elpida creditor vote, concluded on
Feb. 26, in which the creditors voted to approve the
reorganization plan.


ENDO HEALTH: Moody's Reviews Ratings for Possible Downgrade
-----------------------------------------------------------
Moody's Investors Services placed the ratings of Endo Health
Solutions Inc. -- including the Ba2 Corporate Family Rating, the
Ba2-PD Probability of Default Rating, the Baa3 senior secured
rating and the Ba3 senior unsecured rating -- under review for
downgrade. At the same time, Moody's affirmed Endo's SGL-2
Speculative Grade Liquidity Rating.

The rating review is prompted by Moody's increasing concerns about
Endo's ability to improve its growth prospects while maintaining a
conservative capital structure. Although Endo's recently announced
cost restructuring is credit positive, Endo's core businesses will
face significant headwinds and its debt levels may increase to
support external growth.

Ratings placed under review for downgrade:

  Ba2 Corporate Family Rating

  Ba2-PD Probability of Default Rating

  Baa3 (LGD2, 19%) senior secured revolving credit facility

  Baa3 (LGD2, 19%) senior secured Term Loan A

  Baa3 (LGD2, 19%) senior secured Term Loan B

  Ba3 (LGD5, 71%) senior unsecured notes due 2019, 2020 and 2022

The rating review will focus on: (1) Endo's ability to achieve
stronger revenue growth organically and with acquisitions; (2)
management's appetite for leverage; (3) the favorable impact on
Endo's EBITDA and cash flow resulting from recent cost reductions;
and (4) exposure to litigation, including surgical mesh product
liability cases.

Ratings Rationale:

Endo's Ba2 Corporate Family Rating (under review for downgrade)
reflects its modest size and scale relative to larger
pharmaceutical peers, partially offset by the company's solid
market positioning as a niche player in the pain market. The
rating is also supported by revenue diversity across branded
drugs, generic drugs and medical devices. Endo's expertise in pain
drugs and its good compliance with US Drug Enforcement Agency
(DEA) regulations act as high barriers to entry, also a credit
strength. However, the ratings also reflect limited geographic
diversity with a substantial majority of Endo's sales derived in
the US. Concentration in Lidoderm is high at over 25% of net sales
(albeit declining as a portion of the total), a constraint on the
rating given a generic entrant will be permitted to enter the
market in September 2013 per a settlement agreement with Actavis.
Gross debt/EBITDA of approximately 3.0 times is somewhat high
given Endo's revenue concentration in Lidoderm and its exposure to
litigation, including a rising number of vaginal mesh product
liability cases as well as the Department of Justice (DOJ)
investigation into promotional practices for Lidoderm.

Headquartered in Malvern, Pennsylvania, Endo Health Solutions is a
specialty healthcare company offering branded and generic
pharmaceuticals, medical devices and services. Endo's key areas of
focus include pain management, urology, oncology and
endocrinology. In 2012 Endo reported net revenues of approximately
$3.0 billion.

The principal methodology used in this rating was the Global
Pharmaceutical Industry Methodology published in December 2012.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


EXIDE TECHNOLOGIES: Moody's Withdraws Ratings After Ch. 11 Filing
-----------------------------------------------------------------
Moody's Investors Service has lowered and withdrawn the ratings of
Exide Technologies Inc. consistent with Moody's Withdrawal Policy.

On June 10, 2013, Exide announced that the company's U.S.
operations, including the GNB Industrial Division filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in order to effect financial and operational
restructurings necessary to strengthen its balance sheet and
business. The company's international operations are excluded from
the filing.

Exide announced that it intends to continue to serve customers in
a timely manner and continue restructuring actions to better
position the company financially and operationally. In order to
support this process the company also announced that is has
negotiated a $500 million debtor-in-possession (DIP) financing
facility, subject to approval of the U.S. bankruptcy court.

Ratings lowered:

Corporate Family Rating, to Ca from Caa1;

Probability of Default Rating, to D-PD from Caa1-PD

$675 million of senior secured notes due 2018, to Caa3 (LGD3, 36%)
from B3 (LGD3, 35%)

The ratings, along with the SGL-4 Speculative Grade Liquidity
Rating and Negative rating outlook will be subsequently withdrawn.

The principal methodology used in this rating was the Global
Automotive Supplier Industry Methodology published in May 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.

Exide, headquartered in Milton, GA, is one of the largest global
manufacturers of lead acid batteries. The company manufactures and
supplies lead acid batteries for transportation and industrial
applications worldwide. Revenues for the LTM period ending
December 31, 2012 were $3.0 billion.


FOXSKI LLC: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Foxski, LLC
        P.O. Box 5331
        Gainesville, GA 30504

Bankruptcy Case No.: 13-10369

Chapter 11 Petition Date: June 5, 2013

Court: United States Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: D. Rodney Kight, Jr., Esq.
                  KIGHT LAW OFFICE PC
                  56 College Street, Suite 302
                  Asheville, NC 28801
                  Tel: (828) 255-9881
                  Fax: (828) 255-9886
                  E-mail: info@kightlaw.com

Scheduled Assets: $718,212

Scheduled Liabilities: $1,039,010

A list of the Company's two largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/ncwb13-10369.pdf

The petition was signed by Mark A. Papp, sole manager.


GARDA WORLD: Moody's Assigns 'B2' Rating to $50MM Debt Add-On
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Garda World
Security Corporation's proposed $50 million add-on notes due 2017.
The company's B1 corporate family rating ("CFR"), B1-PD
probability of default rating, Ba1 senior secured bank facilities
rating, B2 senior unsecured notes rating and stable outlook remain
unchanged.

The add-on notes will rank pari passu with Garda's existing senior
unsecured notes and net proceeds will be used to repay drawings
under the company's revolving credit facility.

Rating Assigned:

$50M senior unsecured add-on notes due March 2017, B2 (LGD5, 73%)

Ratings Rationale:

Garda's B1 CFR is primarily influenced by its high leverage
(adjusted Debt/EBITDA of 5x), appetite for debt-financed
acquisitions, operations in highly competitive and fragmented
markets, growing trend towards electronic transactions which
reduces cash usage, and ownership by a financial sponsor which
Moody's anticipates will favor debt-financed growth over
deleveraging. The rating benefits from the company's relatively
stable business profile, competitive market position, recurring
nature of revenue stream, high contract renewal rates, and good
geographic and customer diversity. Moody's expects leverage to be
sustained around 5x through the next 12 to 18 months as free cash
flow may be used to fund tuck-in acquisitions rather than to repay
debt.

Pro forma for the transaction, Moody's considers Garda's liquidity
position as adequate, supported by cash balances of $8 million,
about $64 million of availability under its $130 million revolver
after accounting for $41 million of letters of credit, and annual
free cash flow in excess of $30 million. These sources will be
more than sufficient to meet term loan amortization of less than
$3 million per year. Garda is subject to a total leverage covenant
of 7.75x until Q4/14 (January 2014) but steps down to 7.60x
thereafter (actual at Q4/13 was 4.56x). Moody's expects cushion of
more than 35% through the next 4 to 6 quarters.

The stable outlook reflects Moody's expectation that while Garda
will realize modest earnings growth through the next 12 to 18
months, its appetite for debt-financed acquisitions will hinder
deleveraging.

The rating could be moved up if Garda sustains adjusted
Debt/EBITDA below 4x and EBITDA-Capex/ Interest towards 2.25x
through its future acquisitions. The rating could be downgraded if
adjusted Debt/EBITDA is sustained towards 5.5x and EBITDA-Capex/
Interest is maintained below 1.5x or if Garda pursues a material
debt-financed acquisition.

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

Garda World Security Corporation is a global provider of cash
logistics, physical security (including airport pre-board
screening) and risk consulting services. Revenue for the last
fiscal year ended January 31, 2013 was about $1.4 billion. Garda
is headquartered in Montreal, Quebec, Canada.


GOLDEN GUERNSEY: Milk Plant Will Be Purchased by Lifeway
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Wisconsin milk-processing plant owned by Golden
Guernsey LLC will be purchased for $7.4 million under formal sale
approval given June 10 by the U.S. Bankruptcy Court in Delaware.
At auction, the opening bid was $5.5 million.  The winning bidder
was Lifeway Foods Inc. from Morton Grove, Illinois.

                     About Golden Guernsey

Waukesha, Wisconsin-based milk processor Golden Guernsey, LLC,
filed for Chapter 7 bankruptcy (Bankr. D. Del. Case No. 13-10044)
on Jan. 8, 2013, days after closing the facility.

OpenGate Capital, LLC, a private investment and acquisition firm,
acquired Golden Guernsey in September 2011 from Dean Foods after
the United States Department of Justice required Dean Foods to
sell the business to resolve antitrust concerns that Dean Foods'
share of the school milk supply business was too large.

The Chapter 7 petition stated that assets and debt both exceed
$10 million.

Charles Stanziale was appointed Chapter 7 trustee.


GUNN FAMILY: Case Summary & 4 Unsecured Creditors
-------------------------------------------------
Debtor: Gunn Family LLC
        906 McArthur St
        Manchester, TN 37355

Bankruptcy Case No.: 13-12779

Chapter 11 Petition Date: June 5, 2013

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Winchester)

Judge: Shelley D. Rucker

Debtor's Counsel: Robert S. Peters, Esq.
                  SWAFFORD, PETERS, PRIEST & HALL
                  120 North Jefferson Street
                  Winchester, TN 37398
                  Tel: (931) 967-3888
                  Fax: (931) 967-2172
                  E-mail: rspeters@spphlaw.com

Scheduled Assets: $1,934,754

Scheduled Liabilities: $4,569,860

A copy of the Company's list of its largest unsecured creditors is
available for free at http://bankrupt.com/misc/tneb13-12779.pdf

The petition was signed by William Terry Gunn, chief manager.


HOVNANIAN ENTERPRISES: Posts $1.3MM Net Income in April 30 Qtr.
---------------------------------------------------------------
Hovnanian Enterprises, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $1.31 million on $422.99 million of total revenues
for the three months ended April 30, 2013, as compared with net
income of $1.80 million on $341.69 million of total revenues for
the same period a year ago.

For the six months ended April 30, 2013, the Company incurred a
net loss of $9.99 million on $781.20 million of total revenues, as
compared with a net loss of $16.46 million on $611.29 million of
total revenues for the same period during the prior year.

The Company's balance sheet at April 30, 2013, showed $1.61
billion in total assets, $2.09 billion in total liabilities and a
$478.52 million total deficit.

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

                        http://is.gd/hyQXp8

                    About Hovnanian Enterprises

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

                           *     *     *

As reported by the TCR on April 25, 2013, Standard & Poor's
Ratings Services said it raised its corporate credit rating on
Hovnanian Enterprises Inc. to 'B-' from 'CCC+'.  "The upgrade
reflects strengthening operating performance supported by the
broader recovery in the housing market that, we believe, should
support modest profitability in 2013," said Standard & Poor's
credit analyst George Skoufis.

In the Dec. 11, 2012, edition of the TCR, Fitch Ratings has
affirmed the ratings for Hovnanian Enterprises, Inc. (NYSE: HOV),
including the company's Issuer Default Rating (IDR), at 'CCC'.
The rating for HOV is influenced by the company's execution of its
business model, land policies, and geographic, price point and
product line diversity.  The rating additionally reflects the
company's liquidity position, substantial debt and high leverage.

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

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


HUDBAY MINERALS: New $150MM Notes Issue Get Moody's B3 Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to HudBay Minerals,
Inc.'s proposed offering of $150 million of senior unsecured notes
due October 2020, which is an add-on to the $500 million senior
unsecured notes issued in September 2012.

HudBay's B3 corporate family rating, B3-PD probability of default
rating, B3 senior unsecured rating and SGL-3 speculative grade
liquidity rating are unchanged and the rating outlook remains
stable.

Proceeds from the new notes will be used to help fund the
company's various development properties in Canada and Peru.

Ratings Rationale:

HudBay's CFR was lowered to B3 from B2 on June 5, 2013.

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

HudBay Minerals Inc. is a publicly-traded Canadian company that
mines copper, zinc, and precious metals. The company's primary
operating asset is the underground 777 mine located in Flin Flon,
Manitoba. It is currently developing a $1.5 billion copper mine in
Peru (Constancia) and a $794 million copper, gold and zinc mine in
Manitoba. Annual revenues total roughly $700 million.


HUDBAY MINERALS: S&P Lowers Corp. Credit Rating to 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
base metals producer HudBay Minerals Inc., including its long-term
corporate credit rating to 'B-' from 'B'.  The outlook is stable.

"The downgrade follows HudBay's intention to raise its level of
balance-sheet debt, which would weaken our view on credit measure
expectations with an adjusted debt-to-EBITDA leverage ratio
approaching 7.0x through most of next year," said Standard &
Poor's credit analyst George Economou.

The company intends to increase its debt load through a proposed
US$150 million add-on to its US$500 million senior unsecured
notes.

The ratings on HudBay reflect what S&P views as the company's
weaker pro forma credit ratios in light of the proposed
US$150 million senior unsecured notes offering, its very limited
operating diversity, and considerable growth-oriented capital
expenditures through next year.  These weaknesses are offset
somewhat, S&P believes, by HudBay's relatively stable operations
in Manitoba, a jurisdiction S&P views as a relatively low-risk
mining jurisdiction, and some spending flexibility at its growth
projects.

"Our view of HubBay's business risk profile as "vulnerable"
reflects the company's limited operating diversity, highlighted by
the volatile operating margins and limited reserve life at its 777
mine.  Profitability could remain unusually weak this year due to
the downward trend in year-to-date base metals prices and the
precious metals stream agreement signed in 2012 that sells all of
the gold and silver output from the 777 mine at well below spot
market prices.  Although profits and cash flow generation could
rebound modestly in the second half of 2013 if there is an upturn
in copper and zinc prices, we believe that a stronger, wider
earnings base depends on HudBay bringing its low-cost development
projects into full production in the latter half of 2014.  At the
same time, the company's aggregate mine life (somewhat below
average relative to that of its 'B' rated peers) should improve
due to the multiple decades of reserves at the Lalor and
Constancia mines," S&P said.

"The stable outlook reflects our view that HudBay's adequate
liquidity and financial flexibility should somewhat mitigate its
weak credit metrics heading into 2014.  In our base case, we
expect the company's adjusted debt-to-EBTIDA leverage ratio to be
close to 7.0x with marginal FFO to debt through most of the
remaining phase of major construction at Lalor," S&P added.

S&P could lower the ratings further in the event that project
costs were to escalate meaningfully leading to a liquidity strain
particularly if one were to occur at a time when there are poor
prospects to secure additional funding to cover the company's
remaining capital expenditures.

S&P is not likely to raise the ratings on HudBay before the second
half of next year but could do so if either of the company's major
construction projects advance toward full production much sooner
than management's current timelines.


IGPS CO: Wins $12MM DIP Loan, Sets Stage for Sale
-------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that plastic pallet
company iGPS Co. LLC won approval of a crucial $12 million loan,
allowing it to fund a quick sale to a private equity-led group
that was threatened by several disputes a day earlier in Delaware
bankruptcy court.

According to the report, the green light came after a breathless
day during which U.S. Bankruptcy Judge Kevin Gross told the
parties to iron out the lingering disputes, which took up the bulk
of the company's first-day hearing, before bringing the credit
facility back before the court.

Law360 also reported that iGPS hit a roadblock right out of the
starting gate when a Delaware bankruptcy judge did not sign a
crucial request for a $12 million post-petition loan that would
help fund a quick sale to a private equity-led group.

U.S. Bankruptcy Judge Kevin Gross abruptly stopped a debate after
listening to more than an hour of heated arguments over the
debtor-in-possession financing motion, which at times had
attorneys for the debtor, lender and U.S. Trustee's Office
wrangling over tiny changes, the report said.

                         About iGPS Co.

iGPS Company LLC 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.

iGPS Company -- http://www.igps.net-- is the first and only
plastic pallet pooling rental and leasing company in the U.S. It
offers plastic pallets with embedded radio frequency
identification (RFID) tags.  Founded in 2006, the company is
headquartered in Orlando, Florida, and has a sales and innovation
center in Bentonville, Arkansas.

The Debtor estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.

According to the board resolution authorizing the bankruptcy,
Pegasus IGPS LLC owns 12.55% of the company; iGPS Co-Investment
LLC owns 18.75%; Kia VIII (iGPS Sub), LLC owns 30.74%; and KIA
VIII iGPS Blocker, LLC, owns 12.27%.


INTELLICELL BIOSCIENCES: Corcon and Bluming Litigations Dismissed
-----------------------------------------------------------------
Intellicell Biosciences, Inc., on May 1, 2013, entered into an
agreement with JKT Construction Inc. D/B/A Corcon to settle a
previously disclosed litigation with relating to the debt owed to
Corcon amounting to $547,000.

Under the terms of the Corcon Agreement, Corcon has agreed to
dismiss the lawsuit in exchange for receiving a payment of
$475,000 from Hanover Holdings I, LLC, under the terms of a
receivable purchase agreement.  As condition to the Corcon
Agreement, Hanover and the Company entered into an agreement for
Hanover to purchase various debt obligations of, or claims against
the Company and to file a civil action under Section 3(a)(10) of
the Securities Act of 1933, as amended.  Further, as a material
inducement to enter into the Corcon Agreement, the Company agreed
to escrow 19,000,000 shares of its common stock to be issued to
Corcon in the event the 3(a)(10) Transaction was not approved and
Purchase Price was not received.  On May 21, 2013, the Supreme
Court of the State of New York, County of New York, entered an
order approving, among other things, the fairness of the terms and
conditions of the 3(a)(10) Transaction.

The Corcon Litigation was dismissed on May 10, 2013.

On May 8, 2013, the Company entered into a settlement agreement
with Mendel Bluming to settle the previously disclosed litigation
relating to the promissory note, dated June 3, 2011, in the
aggregate principal amount of $500,000.

Under the terms of the Settlement Agreement, Bluming has agreed to
dismiss the lawsuit and defer the Company's obligations under the
Note for a period of one year from the Effective Date, in exchange
for receiving a payment of $35,000 from Hanover under the terms of
the receivable purchase agreement for attorney's fees owed by the
Company to Bluming under the Note.  As condition to the Settlement
Agreement, Hanover and the Company entered into an agreement for
Hanover to purchase various debt obligations of, or claims against
the Company and to file a civil action under Section 3(a)(10)
Transaction.  On May 21, 2013, the Supreme Court of the State of
New York, County of New York, entered an order approving, among
other things, the fairness of the terms and conditions of the
3(a)(10) Transaction.  In further consideration for the Deferral,
the Company has agreed to give Bluming (i) an aggregate of 32,479
shares of the Company's common stock; (ii) piggy back registration
rights on all shares issued to Bluming and on the shares
underlying that certain warrant certificate for 1,108,860 shares
of the Company's common stock; and (iii) an option to purchase
233,333 shares of the Company's common stock at price of $0.15 per
share, vesting immediately and expiring on the fifth anniversary
of the Effective Date.

The Bluming Litigation was dismissed on May 24, 2013.

Meanwhile, on May 14, 2013 the Company received a notification
from the USPTO that its U.S. Patent Apllication No. 13/323,030 for
the Invention of "Ultrasonic Cavitation Derived Stromal Vascular
Fraction and Cells Derived therefrom obtained from Adipose Tissue
and Use thereof", had been published.

                  About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

The Company has incurred losses since inception resulting in an
accumulated deficit of $43,079,590 and a working capital deficit
of $3,811,024 as of March 31, 2012, respectively.  However, if the
non-cash expense related to the Company's change in fair value of
derivative liability and stock based compensation is excluded then
the accumulated deficit amounted to $4,121,538.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed
$4.15 million in total assets, $7.31 million in total liabilities
and a $3.16 million total stockholders' deficit.


ISC8 INC: Stockholders Elect Seven Directors to Board
-----------------------------------------------------
ISC8 Inc. held its annual meeting of stockholders on June 4, 2013,
at which the stockholders approved the election of Seth Hamot,
Bill Joll, Marc Dumont, Jack Johnson, Thomas M. Kelly, Chester P.
White and Robert L. Wilson to serve on the Board of Directors
until the 2014 annual meeting of stockholders, or until their
successors are elected and qualified.  The stockholders approved,
on an advisory (non-binding) basis, the compensation paid to the
Company's named executive officers and approved, on an advisory
(non-binding) basis, the holding of an advisory vote on the
compensation of the Company's named executive officers every three
years.  Moreover, the appointment of Squar, Milner, Peterson,
Miranda & Williamson, LLP, as the Company's independent auditors
for the fiscal year ending Sept. 30, 2013, was ratified.

                          About ISC8 Inc.

Costa Mesa, California-based ISC8 Inc. is engaged in the design,
development, manufacture and sale of a family of security
products, consisting of cyber security solutions for commercial
and U.S. government applications, secure memory products, some of
which utilize technologies that the Company has pioneered for
three-dimensional ("3-D") stacking of semiconductors, systems in a
package ("Systems in a Package" or "SIP"), and anti-tamper
systems.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, expressed substantial doubt about ISC8 Inc.'s
ability to continue as a going concern.  The independent auditors
noted that as of Sept. 30, 2012. the Company has negative working
capital of $10.1 million and a stockholders? deficit of
$35.4 million.

The Company reported a net loss of $19.7 million on $4.2 million
of revenues in fiscal 2012, compared with a net loss of
$15.8 million on $5.2 million of revenues in fiscal 2011.  The
Company's balance sheet at March 31, 2013, showed $4.71 million in
total assets, $47.74 million in total liabilities and a $43.02
million total stockholders' deficit.


JEFFERSON COUNTY, AL: SEC Can't Jump-Start JPMorgan Suit
--------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that a federal judge
rejected the U.S. Securities and Exchange Commission's bid to move
forward without the testimony of a key witness in a long-stalled
suit against two former J.P. Morgan Securities Inc. directors over
an alleged pay-to-play scheme in now-bankrupt Jefferson County,
Ala.

According to the report, the SEC's suit against former JPMorgan
managing directors Douglas W. MacFaddin and Charles E. LeCroy will
have to wait until next April to proceed, after cooperating
witness Douglas Goldberg is sentenced and can submit to a
deposition.

The case is Securities and Exchange Commission v. LeCroy et al,
Case No. 2:09-cv-02238 (N.D.Ala.).

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley ArantBoult Cummings LLP and Klee, Tuchin, Bogdanoff&
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


JERRY'S NUGGET: Hearing Today on Hiring of Valuation Consultant
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will convene
a hearing on June 12, 2013, at 9:30 a.m., to consider Jerry's
Nugget, Inc., et al.'s motion to employ William G. Kimmel as
valuation expert.

Mr. Kimmel will provide an updated appraisal to the extent one is
necessary, and an expert witness services as necessary in exchange
for an hourly rate of $300 per hour, plus costs.

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

             About Jerry's Nugget and Spartan Gaming

Jerry's Nugget Inc., operates Jerry's Nugget, a casino consisting
of approximately 87,187 square feet of building area and 24,511
square fee of casino floor space with approximately 630 slot and
video poker machines and 9 table games.  Jerry's Nugget also
contains a sports book, a keno area and a small live pit.

Jerry's Nugget Inc. and affiliate Spartan Gaming LLC sought
Chapter 11 protection (Bankr. D. Nev. Lead Case No. 12-19387) in
Las Vegas, Vegas, on Aug. 13, 2012.  Jerry's Nugget, owned by the
Stamis family, has a 9.1-acre casino property in North Las Vegas.
The property consists of 87,187 square feet of building area and
24,511 square feet of casino floor space, with 630 slot and video
poker machines and 9 table games.  Jerry's Nugget also contains a
sports book, a keno area, and a small live pit.  There are two
restaurants the Uncle Angelo's Pizza Joint and Jerry's Famous
Coffee shop as well as Uncle Angelo's Bakery, a locals' favorite.
Net revenues totaled $22.5 million, including $15.3 million in
gaming revenue, in the year ended Dec. 31, 2011.  Spartan Gaming
owns 12 parcels of real property in Nevada.  Two of the parcels
provide parking access for Jerry's Nugget.

Judge Mike K. Nakagawa presides over the case.  Lawyers at Gordon
Silver, in Las Vegas, serve as the Debtors' counsel.  Jerry's
Nugget estimated assets and debts of $10 million to $50 million.
Jerry's Nugget said its current going concern value is at least $8
million.  Spartan Gaming estimated $1 million to $10 million in
assets and debts.  The petitions were signed by Jeremy Stamis,
president.

In its schedules, the Debtors disclosed $12,378,944 in assets and
$10,771,442 in liabilities as of the Petition Date.


K-V PHARMACEUTICAL: Next Move Is Filing of Revised Plan Documents
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that K-V Pharmaceutical Co. is headed for what may be a
rapid fire conclusion of the bankruptcy reorganization now that
junior and senior creditors resolved the question of who the new
owners will be and on what terms.

According to the report, at a June 7 hearing, U.S. Bankruptcy
Judge Allan L. Gropper approved an agreement for exit financing
and a stock purchase agreement.  Combined, they provide cash
sufficient for paying off senior secured noteholders in full with
interest.  The next step is for K-V to file a revised
reorganization plan together with a revised disclosure statement.
As originally filed in January, the reorganization plan called for
holders of $225 million in first-lien notes to become the new
owners through a debt swap.

The report notes that now, it will be holders of $200 million in
convertible notes who in large part will be the owners on
emergence from bankruptcy.  Although many of the senior secured
noteholders were in accord with the junior creditors' plan,
further negotiations took place in court at the June 7 hearing,
according to Kevin Starke, a managing director from CRT Capital
Group LLC, who listened to the hearing.  Mr. Starke said that
Silver Point Finance LLC, one of the senior noteholders, will now
participate in the buyout group.

The convertible noteholder group includes Capital Ventures
International, Greywolf Capital Overseas Master Fund and an
affiliate, and Kingdon Capital Management LLC.  Silver Point
serves as agent for senior noteholders in their roles as DIP
lenders.  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.


KEUYAN PETROCHEMICALS: Incurs $5.9-Mil. Net Loss in 2012
--------------------------------------------------------
Keyuan Petrochemicals, Inc. had a net loss of $5.9 million on
$750.6 million of sales in fiscal year ended Dec. 31, 2012,
compared to a net loss of $7.1 million on $626.7 million of sales
in 2011, according to its Form 10-K filed before the U.S.
Securities and Exchange Commission on June 5, 2013.

GHP Horwath, P.C., in Denver, Colorado, expressed substantial
doubt about Kewyuan Petrochemicals' ability to continue as a going
concern, citing the Company's net losses and cash flows used in
operations, and working capital deficiency at Dec. 31, 2012.

The Company's balance sheet at Dec. 31, 2012, showed
$666.9 million in total assets, $584.6 million in total current
liabilities, $16.5 million of Series B convertible preferred
stock, and stockholders' equity of $65.8 million.

A copy of the document is available at http://is.gd/8Hk0NY

Located in Ningbo, Zhejiang Province, China, Keyuan
Petrochemicals, Inc., through its PRC operating subsidiaries, is
engaged in the manufacture and sale of petrochemical products in
the PRC.


LEHMAN BROTHERS: Won't Be Sell Remaining Claim vs. LBI
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that reorganized Lehman Brothers Holdings Inc. won't be
selling any more of its $14 billion claim against its brokerage
subsidiary until the year's end.  On June 10, Lehman said it sold
$1.808 billion of the $14 billion approved claim for 45 percent of
face value.  The Lehman broker is being liquidated separately
under the Securities Investor Protection Act.

According to the report, to generate $813.6 million, the new sale
sports a better price than previous transactions priced at
44.75 percent and 44.5 percent of face value.  The prior sales of
$5.28 billion in claims against the broker together will generate
$2.354 billion for the Lehman holding company's creditors.  The
newest sale differs from the others because Lehman agreed not to
sell any more of the approved claim against the brokerage until
Dec. 15.  In addition to the $14 billion unsecured claim, the
settlement with the trustee for the Lehman brokerage subsidiary
gave the Lehman holding company $2 billion cash and a $240 million
priority claim that will be paid in full.

The report notes that selling the claim against the broker allows
the Lehman parent to accelerate distribution to its creditors
because the trustee for the Lehman broker cannot yet make
distributions on general claims.  The Chapter 11 plan for the
Lehman companies other than the brokerage subsidiary was confirmed
in December 2011 and implemented in March 2012, with three
distributions since then.

                     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


LANDMARK MEDICAL CENTER: PBGC Assumes Pension Plan
--------------------------------------------------
Hazel Bradford at Business Insurance reports that the Pension
Benefit Guaranty Corp. will take over the pension plan of Landmark
Medical Center, Woonsocket, R.I., the agency disclosed June 7.

The PBGC said in a statement that Landmark Medical Center, which
is in receivership, could no longer pay its pension obligations
and the plan would be abandoned after the center sells its assets.

According to PBGC estimates, the plan is 40% funded, with $23
million in assets and $58 million in liabilities.  The PBGC
expects to cover $25 million of the $35 million shortfall, the
report notes.

The report says that landmark's operations have been under control
of a special master appointed by the Rhode Island Superior Court
in 2008. Since then, the medical center has attempted to reach
several acquisition deals.  A deal to acquire the hospital's
assets has been tentatively approved, pending approvals from
several state regulatory agencies, the report relays.

The report discloses that the proposed purchaser, whose name could
not be learned, will not assume the pension plan, PBGC officials
said in a statement.

                          About the PBGC

The Pension Benefit Guaranty Corporation -- http://www.pbgc.gov/
-- is a federal corporation created under the Employee Retirement
Income Security Act of 1974.  It currently guarantees payment of
basic pension benefits for more than 44 million American workers
and retirees participating in more than 30,300 private-sector
defined benefit pension plans.

The agency receives no funds from general tax revenues.  ERISA
requires that PBGC programs be self-financing.  Operations are
financed largely by insurance premiums paid by companies that
sponsor pension plans, assets assumed from terminated plans,
collection of employer liability payments due under EIRSA, and
investment income.  ERISA provides that the U.S. Government is not
liable for any obligation or liability incurred by the PBGC.


LAKESIDE FUNERAL: Updated Case Summary & Creditors' Lists
---------------------------------------------------------
Lead Debtor: Lakeside Funeral Home, LLC
             121 Claremore Drive
             Woodstock, GA 30188

Bankruptcy Case No.: 13-62263

Chapter 11 Petition Date: June 3, 2013

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

Debtor's Counsel: Ward Stone, Jr., Esq.
                  STONE & BAXTER LLP
                  Suite 800 Fickling & Company Bldg.
                  577 Mulberry Street
                  Macon, GA 31201
                  Tel: (478) 750-9898
                  Fax: (478) 750-9899
                  E-mail: wstone@stoneandbaxter.com

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

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

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
Cherokee Funeral Home, LLC             13-62265
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Kyle Standridge, co-owner/operator.

A. A copy of Lakeside Funeral Home's list of its 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/ganb13-62263.pdf

B. In its list of 20 largest unsecured creditors, Cherokee Funeral
Home wrote only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
TCF Equipment Finance                            $2,072
11100 Wayzata Boulevard
Suite 801
Minnetonka, MN 55305


LDK SOLAR: Shareholders OK Issuance of 25MM Shares to Fulai
-----------------------------------------------------------
LDK Solar Co., Ltd., announced the results of its Extraordinary
General Meeting held on June 6, 2013, at the Company's office in
Hong Kong.

At the Meeting, shareholders approved both resolutions proposed in
the notice, including the issuance of 25,000,000 ordinary shares
of the Company to Fulai Investments Limited, at a price of $1.03
per share, for an aggregate purchase price of $25,750,000.

There were an aggregate of 104,235,171 shares represented in
person or by proxy throughout the duration of the EGM, including
shares underlying American depositary shares.  Of these shares
represented at the EGM, an aggregate of 103,197,921 shares voted
to approve the sale of those shares to Fulai Investments Limited.

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

LDK Solar Co disclosed a net loss of $1.05 billion on $862.88
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $608.95 million on $2.15 billion of net sales
for the year ended Dec. 31, 2011.  The Company's balance sheet at
Dec. 31, 2012, showed $5.02 billion in total assets, $5.20 billion
in total liabilities, $323.29 million in redeemable noncontrolling
interest, $15.88 million in ordinary shares, $18.41 million in
noncontrolling interest and a $502.76 million total deficit.

KPMG, in Hong Kong, China, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that the Group has
a net working capital deficit and a deficit in total equity as of
Dec. 31, 2012, and is restricted from incurring additional
indebtedness as it has not met a financial covenant ratio as
defined in the indenture governing the RMB-denominated US$-settled
senior notes.  These conditions raise substantial doubt about the
Group's ability to continue as a going concern.


LEHMAN BROTHERS: Full Payout to Customers Begins
------------------------------------------------
Nick Brown, writing for Reuters, reported that the trustee
liquidating Lehman Brothers' collapsed brokerage will begin a
round of distributions on Friday that should result in
institutional customers getting all their money back, trustee
James Giddens said.

According to the report, a settlement announced earlier this year
between the brokerage, Lehman's defunct parent company and its
European affiliate will provide for full payments for hedge funds,
corporate affiliates, counterparties and other customers, Giddens
said in a statement on June 7.

It was unclear how long the payouts would take, the report
related. Jake Sargent, a spokesman for Giddens, said the
distributions would be "completed as promptly as possible."

Corporate entities with customer claims against Lehman's U.S.
broker-dealer have been waiting nearly five years for their money,
as Giddens, the trustee tapped to administer the broker's estate,
has worked to determine exactly how much money was available to
pay them back, the report added.

The linchpin to quantifying the estate's assets was a deal
announced in February under which Giddens allowed Lehman's parent
company to assert a $2.3 billion customer claim against the
brokerage, and allowed a $9 billion customer claim to Lehman's
European unit, the report said. Both amounts were less than
originally sought by the affiliates, freeing up a bit more money
for other institutional customers.

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  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: SIPC Applauds 100% Return of Securities Claims
---------------------------------------------------------------
When the distributions commencing on June 7 to former securities
customers of Lehman Brothers Inc. (LBI) conclude, all securities
customer claims will be 100 percent fulfilled, according to James
W. Giddens, Trustee for the liquidation of LBI.  The Securities
Investor Protection Corporation (SIPC) on June 7 applauded the
hard work of Trustee Giddens and his attorneys in reaching this
major milestone.  With the return of all LBI customer property, no
advances from the SIPC Fund will be necessary to make LBI
securities customers whole.

This also means distributions from the LBI estate will stand as
the largest return of property in history to former customers of a
broker-dealer following a bankruptcy and liquidation proceeding.

SIPC President Stephen Harbeck said: "SIPC is very pleased with
the Trustee's significant achievement in this historic case.  The
return of 100 percent of securities customers' property in the
largest SIPA liquidation proceeding ever, and the prospect of
future distributions to general creditors, including former
employees, pension funds, financial institutions, banks, and
Lehman affiliates, shows that the SIPA program continues to work
well.  We also recognize the significant efforts of U.S.
Bankruptcy Court Judge James Peck, and the cooperation of Lehman
Brothers International (Europe) (LBIE), and Lehman Brothers
Holdings Inc. (LBHI) in reaching this important milestone."

Full details on the distributions can be found at
http://www.lehmantrustee.com

                          About SIPC

The Securities Investor Protection Corporation is the U.S.
investor's first line of defense in the event of the failure of a
brokerage firm owing customers cash and securities that are
missing from customer accounts.  SIPC either acts as trustee or
works with an independent court-appointed trustee in a brokerage
insolvency case to recover funds.

The statute that created SIPC provides that customers of a failed
brokerage firm receive all non-negotiable securities -- such as
stocks or bonds -- that are already registered in their names or
in the process of being registered.  At the same time, funds from
the SIPC reserve are available to satisfy the remaining claims for
customer cash and/or securities held in custody with the broker
for up to a maximum of $500,000 per customer.  This figure
includes a maximum of $250,000 on claims for cash.  From the time
Congress created it in 1970 through December 2012, SIPC has
advanced $ 2.1 billion in order to make possible the recovery of $
120.7 billion in assets for an estimated 770,000 investors.

                      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.


LIFECARE HOLDINGS: S&P Withdraws 'B-' Rating on Revolver Debt
-------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its rating on
Hospital Acquisition Sub I LLC's (dba Lifecare Holdings LLC)
revolving credit facility.  S&P inadvertently rated the revolver
and are subsequently withdrawing the rating at the issuer's
request.

Ratings List

Hospital Acquisition LLC
Corporate Credit Rating               B-/Stable/--

Rating Withdrawn
                                      To       From
Hospital Acquisition Sub I LLC
  US$30 mil revolver bank ln
  due 2018                            NR       B-
  Recovery rating                     NR       4

NR-Not rated.


LIGHTSQUARED INC: Has Court OK to Hire Jefferies to Seek Exit Loan
------------------------------------------------------------------
Tiffany Kary, writing for Bloomberg News, reported that
LightSquared Inc., the wireless broadband company said to have
received an offer from Dish Network Corp. Chairman Charlie Ergen,
won permission to hire Jefferies Group LLC to line up financing to
exit bankruptcy.

According to the report, U.S. Bankruptcy Judge Shelley Chapman in
Manhattan approved Jefferies's hiring.  She also raised questions
about the identities of LightSquared's debt owners after lawyers
expressed concerns that a committee of lenders may no longer be
the company's largest debt holder.

"I have this desire to know actually who I'm talking to," Chapman
said, the report related. Lawyers told her that as far as they
know, documents giving details about the owners of the company's
debt were still accurate.

Rachel Strickland, a lawyer for Ergen's SP Special Opportunities
and a partner at Willkie Farr & Gallagher LLP, said her client
still holds less LightSquared debt than an ad hoc lender group,
based on trades that have been completed, the report said. The ad
hoc group previously reported owning $1.1 billion of secured debt
in the wireless company's LP unit.

Ergen has offered to buy spectrum currently licensed to Reston,
Virginia-based LightSquared for $2 billion, Bloomberg News
reported last month, citing people familiar with the offer. Dish,
based in Englewood, Colorado, in April made a bid to acquire
mobile-phone carrier Sprint Nextel Corp. (S) for $25.5 billion.

                      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.


MARINAS INTERNATIONAL: Marina Owner Files Ch.11 in Delaware
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that marina owner and operator Marinas International
Consolidated LP filed for Chapter 11 reorganization (Bankr. D.
Del. Case No. 13-bk-11489) on June 10, 2013, estimating assets of
less than $10 million and debt exceeding $10 million.

The Bloomberg report discloses that the Dallas-based company has
29 marinas on the shore and inland waterways, according to the
website.  Managed properties include the Manasquan River Club and
the Crystal Point Yacht Club, both on the Manasquan Inlet in New
Jersey.  In Texas, properties include Pier 121 Marina on
Lewisville Lake near Dallas.


MATLOCK REALITY: Case Summary & 5 Unsecured Creditors
-----------------------------------------------------
Debtor: Matlock Reality Enterprises, Inc.
        P.O. Box 300310
        Arlington, TX 76007

Bankruptcy Case No.: 13-42647

Chapter 11 Petition Date: June 3, 2013

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

Scheduled Assets: $1,989,000

Scheduled Liabilities: $1,282,596

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/txnb13-42647.pdf

The petition was signed by Donna Bradley, president.


MEDIA GENERAL: Young Merger Deal Prompts Moody's Upgrade Review
---------------------------------------------------------------
Moody's Investors Service placed credit ratings of Media General,
Inc. on review for upgrade following the company's announcement
that it entered into an agreement with New Young Broadcasting
Holding Co., Inc., to combine both companies in an all stock
merger.

The merged entity will have an improved credit profile including
lower leverage ratios, greater coverage ratios, and elevated free
cash flow generation.

Placed on review for upgrade:

Issuer: Media General, Inc.

Corporate Family Rating: Placed on Review for Upgrade, currently
Caa1

Probability of Default Rating: Placed of Review for Upgrade,
currently Caa1-PD

$300 million of 11.75% Senior Secured Notes due 2017: Placed on
Review for Upgrade, currently Caa1, LGD3 -- 43%

Outlook Actions:

Issuer: Media General, Inc.

Outlook, Placed on Review

Rating Rationale:

Media General's agreement with New Young Broadcasting to combine
the two companies in an all-stock transaction provides expanded
coverage of US households as well as favorable geographic and
network diversification. The transaction is expected to close no
later than the 4th calendar quarter of this year and is subject to
approval from Media General's shareholders (Young's shareholders
already approved the merger). Management identified $25 million to
$30 million of operating and financial synergies incremental to
Media General's 2011/2012 reported average EBITDA of $90 million
and New Young's $77 million. As of March 31, 2013, Media General's
outstanding debt was $601 million, and New Young's was $164
million. Management intends to pursue a total debt refinancing of
approximately $900 million, reflecting debt outstanding for both
companies, call premiums, a $50 million cash contribution to Media
General's qualified pension plan, and transaction expenses. The
merger is not contingent on refinancing.

As proposed, debt-to-EBITDA leverage ratios of the merged entity
will be markedly lower than Media General's standalone 2-year
average of 7.9x as of March 31, 2013 (including Moody's standard
adjustments). Other credit metrics including interest coverage and
free cash flow to debt ratios are expected to improve meaningfully
pending benefits from lowered interest expense on refinanced debt.
Moody's review of ratings will focus on Media General's credit
metrics post-closing of the merger, likelihood of achieving
expected synergies, geographic and network diversification of the
expanded station group, the potential for additional acquisitions,
and financial policy. The review could result in an upgrade of
more than one notch.

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

Media General, Inc., headquartered in Richmond, VA, is a local
news, information and entertainment provider. Post-merger, the
company is expected to operate 30 television stations, as well as
their associated digital and mobile platforms, across 27 markets
and reaching 14% of the U.S. TV households. Network affiliations
will include 11 CBS affiliates, nine NBC, seven ABC, one Fox, one
CW, and one MNT. The company will reclassify each outstanding
share of its Class A and Class B stock into one share of a newly
created class of common stock, eliminating the dual class
structure. Media General's revenue pro forma for the merger was
$605 million for 2012.


MEXITALIA INC: Case Summary & 7 Unsecured Creditors
---------------------------------------------------
Debtor: Mexitalia, Inc.
        4421 12th Street Court East
        Bradenton, FL 34203

Bankruptcy Case No.: 13-07490

Chapter 11 Petition Date: June 5, 2013

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Sacha Ross, Esq.
                  GRIMES GOEBEL GRIMES HAWKINS, et al
                  1023 Manatee Avenue West
                  Bradenton, FL 34205
                  Tel: (941) 748-0151
                  Fax: (941) 748-0158
                  E-mail: sross@grimesgoebel.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 seven largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/flmb13-7490.pdf

The petition was signed by Joseph DeLaGarza, president.


MF GLOBAL: Customers Seek $40MM Cap on Exec Defense Funds
---------------------------------------------------------
Erica Teichert of BankruptcyLaw360 reported that a group of MF
Global Inc. customers urged a New York bankruptcy judge to set a
hard $40 million cap on attorneys' fees executives can draw from
the firm's insurance coffers, alleging the charges have ballooned
at "an alarming rate."

According to the commodity customers, defense costs for MF Global
and its former officers and executives have grown more than $20
million in the last year, from $8.3 million to "nearly $30
million," and will jeopardize the funds available to customers and
others, the Law360 report said.

                          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.


MFM INDUSTRIES: Wins Interim Approval to Access Cash
----------------------------------------------------
MFM Industries Inc. and its debtor-affiliates won interim approval
from the Bankruptcy Court to obtain debtor-in-possession financing
from existing lenders Bibby Financial Services (Midwest) Inc. and
Crossroads Financial LLC, and use the lenders' cash collateral.

The Court acknowledged that the Debtors do not have sufficient
available sources of working capital and financing to operate
their properties in the ordinary course of business without the
receivables facility, the revolving credit facility and the
authorized use of cash collateral.

Prepetition, the Debtors used two primary sources of financing:
(a) a receivables factoring facility with BFS with a maximum
facility amount of $3,000,000 secured by substantially all of the
assets of Industries; and (b) a revolving credit facility with
Crossroads with a maximum facility amount of $500,000 (only
$175,000 in principal outstanding as of the Petition Date).

Postpetition, BFS has agreed to continue to provide financing
pursuant to the receivables factoring facility by entering into an
agreement, which among other things, ratifies and amends their
master purchase and sale agreement dated Nov. 14, 2011.

The Debtors also expect Crossroads to continue providing
financing.

The Debtors accordingly sought authority from the Bankruptcy Court
to maintain their current financing arrangements with BFS and
Crossroads.

The Debtors also obtained interim approval to use cash collateral.
BFS, Crossroads, and junior lender Palmer Resources, LLC, and
possibly Terex, may assert a security interest in certain cash
collateral.  As adequate protection, the prepetition lenders will
receive perfected postpetition security interests and liens on the
collateral.  There will be carve-out for U.S. Trustee fees and up
to $150,000 for professional fees.

A final hearing on the motion is slated for June 25, 2013 at 10:00
a.m.  Objections are due June 18, 2013.

A copy of the DIP financing motion is available for free at:
http://bankrupt.com/misc/MFM_DIP_Financing_Motion.pdf

                    About MFM Industries

Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries,
Inc. sought Chapter 11 protection (Bankr. D. Del. Case No.
13-11359 and 13-11360) on May 28, 2013.

Founded in 1964 as a clay-based absorbents supplier, MFM is
supplier of cat litter in the U.S.  The company produces 100,000
tons of cat litter a year, representing 1 percent of the total
market.  Its private label market share is 20 percent.  The
company's cat litter products are comprised of a blend of fuller's
earth clay, sodium bentonite and scenting properties.   Clay is
supplied from a leased clay mine in Ocala, Florida, and is
transported five miles away to the company's manufacturing plant
in Reddick, Florida.  Direct Capital Partners, LLC, acquired a
majority stake in the company in 1997.

The Rosner Law Group LLC serves as counsel to the Debtor.


MPG OFFICE: Sets July 17 as Special Meeting of Stockholders
-----------------------------------------------------------
MPG Office Trust, Inc.'s Special Meeting of Stockholders will be
held on Wednesday, July 17, 2013, at 8:00 a.m., local time, at the
Omni Los Angeles Hotel, located at 251 South Olive Street, Los
Angeles, California.  At that time, holders of record of the
Company's common stock will be asked to consider and vote on the
approval of:

   * The merger of MPG Office Trust, Inc., with and into
     Brookfield DTLA Fund Office Trust, Inc., and the other
     transactions contemplated by the merger agreement;

   * The adjournment of the Special Meeting, if necessary and
     appropriate, to solicit additional proxies if there are
     insufficient votes at the time of the Special Meeting to
     approve the merger and the other transactions contemplated by
     the merger agreement; and

   * On an advisory (non-binding basis), certain compensation that
     may be paid or become payable to the Company's named
     executive officers in connection with the consummation of the
     merger.

The Company's board of directors fixed the close of business on
May 24, 2013, as the record date for the determination of common
stockholders entitled to notice of, and to vote at, the Special
Meeting and at any continuation, postponement or adjournment
thereof.

MPG Office has filed definitive proxy materials with the
Securities and Exchange Commission for its Special Meeting in
connection with the proposed merger with Brookfield DTLA Holdings
LLC and affiliates.

Upon completion of the merger, each common stockholder of MPG
Office Trust will receive consideration of $3.15 in cash for each
share of common stock owned at the effective time of the merger.

The $3.15 per share cash price represents a 21 percent premium to
the closing price of MPG common stock on the day prior to the
announcement of the proposed merger and a 64 percent premium to
the closing price of MPG common stock on the day the Company's
board of directors approved the engagement of financial advisors
to assist the Company in a potential strategic transaction.
Should the Company not pursue a sale, it faces significant risks
including: (1) substantial existing and known upcoming vacancies
at its core properties combined with challenging Downtown Los
Angeles leasing conditions; (2) insufficient cash generated by
operations to cover operating costs; (3) substantial cash required
to fund tenant improvement and leasing costs for both existing and
new tenants; (4) refinancing and re-balancing 2013 debt
maturities; and (5) limited capital raising and liquidity
alternatives.

Following a comprehensive and broad sale process, the current
transaction was the most viable proposal to emerge.  The Company's
board of directors unanimously approved the merger agreement and
recommends that MPG's common stockholders vote to approve the
proposed merger with Brookfield.

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- owns and operates Class A office
properties in the Los Angeles central business district and is
primarily focused on owning and operating high-quality office
properties in the Southern California market.  MPG Office Trust is
a full-service real estate company with substantial in-house
expertise and resources in property management, marketing,
leasing, acquisitions, development and financing.

For the year ended Dec. 31, 2012, the Company reported net income
of $396.11 million, as compared with net income of $98.22 million
on $234.96 million of total revenue during the prior year.  The
Company's balance sheet at March 31, 2013, showed $1.45 billion in
total assets, $1.98 billion in total liabilities, and a $530.56
million total deficit.

In its Form 10-K filing with the Securities and Exchange
Commission for the fiscal year ended Dec. 31, 2012, the Company
said it is working to address challenges to its liquidity
position, particularly debt maturities, leasing costs and capital
expenditures.  The Company said, "We do not currently have
committed sources of cash adequate to fund all of our potential
needs, including our 2013 debt maturities. If we are unable to
raise additional capital or sell assets, we may face challenges in
repaying, extending or refinancing our existing debt on favorable
terms or at all, and we may be forced to give back assets to the
relevant mortgage lenders. While we believe that access to future
sources of significant cash will be challenging, we believe that
we will have access to some of the liquidity sources identified
above and that those sources will be sufficient to meet our near-
term liquidity needs."

On March 11, 2013, the Company entered into an agreement to sell
US Bank Tower and the Westlawn off-site parking garage.  The
transaction is expected to close June 28, 2013, subject to
customary closing conditions.  The net proceeds from the
transaction are expected to be roughly $103 million, a portion of
which may potentially be used to make loan re-balancing payments
on the Company's upcoming 2013 debt maturities at KPMG Tower and
777 Tower.

Roughly $898 million of the company's debt matures in 2013.

"Our ability to access the capital markets to raise capital is
highly uncertain.  Our substantial indebtedness may prevent us
from being able to raise debt financing on acceptable terms or at
all.  We believe we are unlikely to be able to raise equity
capital in the capital markets," the Company said.

"Future sources of significant cash are essential to our liquidity
and financial position, and if we are unable to generate adequate
cash from these sources we will have liquidity-related problems
and will be exposed to material risks. In addition, our inability
to secure adequate sources of liquidity could lead to our eventual
insolvency."


MUSCLEPHARM CORP: Mark Groussman Owns 5.9% of Shares as of May 16
-----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Mark Groussman and Melechdavid, Inc.,
disclosed that, as of May 16, 2013, they beneficially owned
425,362 shares of common stock of MusclePharm Corporation
representing 5.99 percent of the shares outstanding.  Mr.
Groussman previously reported beneficial ownership of
570,000 common shares or a 8.36 percent equity stake at March 28,
2013.  A copy of the amended regulatory filing is available at:

                         http://is.gd/bj4Xk5

                          About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.  The Company's
balance sheet at March 31, 2013, showed $20.53 million in total
assets, $13.31 million in total liabilities and $7.22 million in
total stockholders' equity.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


NE OPCO: National Envelope's Case Summary and Top Unsec. Creditors
------------------------------------------------------------------
Debtor-affiliates that simultaneously filed Chapter 11 petitions:

     Entity                                           Case No.
     ------                                           --------
NE Opco Inc.                                          13-11483
  d/b/a National Envelope
  3211 Internet Blvd., Suite 200
  Frisco, TX 75034

NEV Credit Holdings, Inc.                             13-11484

Chapter 11 Petition Date: June 10, 2013

Court: U.S. Bankruptcy Court
       District of Delaware

Judge: Hon. Christopher S. Sontchi

Debtors' Counsel:    Paul Noble Heath, Esq.
                     John Henry Knight, Esq.
                     Robert Charles Maddox, Esq.
                     Michael Joseph Merchant, Esq.
                     Tyler D. Semmelman, Esq.
                     RICHARDS, LAYTON & FINGER
                     One Rodney Square
                     P.O. Box 551
                     Wilmington, DE 19899
                     Tel: 302-651-7700
                     Fax: 302-651-7701
                     E-mail: heath@rlf.com
                             knight@rlf.com
                             maddox@rlf.com
                             merchant@rlf.com
                             semmelman@rlf.com

Debtors' Financial
Advisor:             PricewaterhouseCoopers LLP

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

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

The petition was signed by Brian Zollinger, the Company's Vice
President, General Counsel and Secretary.

Consolidated List of Creditors Holding the 30 Largest Unsecured
Claims:

  Entity                         Nature of Claim   Claim Amount
  ------                         ---------------   ------------
International Paper              Trade debt         $20,426,913
Bruce Gilliland
PO Box 644095
Pittsburgh, PA 15264-4095
Tel: 800-491-0827
Fax: 877-973-3999

Mid-Indiana Transportation       Trade debt          $2,328,909
Experts
Michael Smoker
1600 W 26th Street
Marion, IN 463953
Tel: 765-662-1652
Fax: 775-822-9691

Plastic Suppliers                Trade debt          $1,998,397
George Thomas
Box# 774754
4754 Solutions Center
Chicago, IL 60677-4007
Tel: 800-727-5577
Fax: 614-475-0264

Gadge USA Inc                    Trade debt          $1,291,228
Glenn Weiser
3000 Marcus Ave., Suite 3E03
Lake Success, NY 11042
Tel: 516-437-6340
Fax: 516-437-6572

Bielomatik Jagenberg             Trade debt            $942,725
Max Golter
431 Hayden Station road
Windsor, CT 06095
Tel: 860-640-0500
Fax: 860-640-0501

Dupont Company                   Trade debt            $701,886
Debra Ackerman
Mail Code 5582
PO Box 105046
Atlanta, GA 30348-5046
Tel: 302-235-1080
Fax: 302-999-2988

Henkel Corporation               Trade debt            $657,786
James Dietrich
PO Box 281666
Atlanta, GA 30384-1666
Tel: 201-228-0700
Fax: 908-243-2882

Xpedx Inc.                       Trade debt            $540,907
Gary Reid
PO Box 677319
Dallas, TX 72567-7319
Tel: 678-937-4700
Fax: 877-571-3015

Constellation New Energy         Utilities             $534,924
Camille Lewis
14217 Collections Center Drive
Chicago, IL 60693
Tel: 888-635-0827
Fax: 731-222-6082

Precise Rotary Die Inc.          Trade debt            $468,835
Ray Barack
9250 Ivanhoe Street
Schiller Park, IL 60176
Tel: 847-678-0001
Fax: 847-6787-0082

PSI Packaging Services           Trade debt            $375,766
Industries
Roger Russo
PO Box 8500-52638
Philadelphia, PA 19178-2638
Tel: 724-626-0101
Fax: 724-628-6130

Papercone Corporation            Trade debt            $344,235
James Beard
PO Box 32036
Louisville, KY 40232
Tel: 502-961-9439
Fax: 502-961-9346

Lindenmeyr Munroe                Trade debt            $300,848
David Jones
PO Box 416977
Boston, MA 02241-69477

Tokyo Ink America LLC            Trade debt            $295,666
Rick Pastor
Dept Ch 16456
Palatine, IL 60055-6456

AGFA Corporation                 Trade debt            $245,832

HB Fuller-Chicago                Trade debt            $211,492

Quantum Ink Company              Trade debt            $195,709

All-Size Corrugated Products     Trade debt            $194,469

FC Meyer Packaging LLC           Trade debt            $190,266

Resolute FP US Inc.              Trade debt            $169,673

Georgia Power Company            Utilities             $163,341

Mutli Plastics Inc.              Trade debt            $145,832

Neenah Paper Inc.                Trade debt            $142,797

Westfield Gas & Electric         Utilities             $137,868

Knepper Press                    Trade debt            $129,381

RR Donnelley-Charlotte           Trade debt            $128,542

Weil Gotshal & Manges LLP        Legal fees            $123,321

Unisource Worldwide              Trade debt            $115,245



NEWLEAD HOLDINGS: Agrees to Annul Nickel Contribution Transaction
-----------------------------------------------------------------
NewLead Holdings Ltd. on June 7 disclosed that the Company agreed
to unwind the transaction whereby 3,750 grams of nickel wire had
been contributed to NewLead in exchange for 258,536,585 shares of
common stock of NewLead.

As previously disclosed in a Form 6-K, filed on January 23, 2013,
NewLead had signed a purchase agreement that allowed NewLead to
unwind the transaction if the nickel wire was not sold or used as
collateral within 18 months of the date of the purchase agreement.
NewLead decided that it was in the best interests of its
shareholders to cancel the transaction, as efforts to use this
nickel wire as collateral had not succeeded.

The shares issued to the seller will be cancelled and will no
longer be outstanding and the nickel wire will be returned to the
investor.  After giving effect to such transactions, NewLead will
have 547,609,560 shares outstanding.

NewLead believes that unwinding the transaction will expedite the
filing of the Annual Report on Form 20-F for the fiscal year ended
December 31, 2012.

                   About NewLead Holdings Ltd.

NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15,
2012, audit report NewLead Holdings Ltd. has incurred a net loss,
has negative cash flows from operations, negative working
capital, an accumulated deficit and has defaulted under its
credit facility agreements resulting in all of its debt being
reclassified to current liabilities.  These raise substantial
doubt about its ability to continue as a going concern, PwC said.

Newlead Holdings's balance sheet balance sheet at June 30, 2012,
showed US$111.28 million in total assets, US$299.37 million in
total liabilities and a US$188.08 million total shareholders'
deficit.


NNN 3500: Court Denies CWCapital's Bid to Dismiss Case
------------------------------------------------------
The Honorable Harlin D. Hale denied CWCapital Asset Management
LLC's Motion to Dismiss the bankruptcy case of NNN 3500 Maple 26,
LLC, saying that it does not find that the Debtor filed the
bankruptcy case in bad faith.

CWCapital also filed a Motion for Relief from the automatic stay,
asserting that (i) the bankruptcy case was filed with a lack of
good faith and that (ii) the Debtor's schedules establish that
there is no equity in an 18-story commercial office building
property it owns.

As mentioned, the Bankruptcy Court does not find that the Debtor
filed the bankruptcy case with a lack of good faith.  Thus, the
Bankruptcy Court denied the Motion for Relief to the extent it
seeks "for cause" relief for bad faith filing.

The Debtor only has a 2.125% interest in the Property.  Using only
the Debtor's ownership value to calculate value, the Court finds
that the Debtor has no equity in the Property.

Moreover, the Court does not find that the Property is necessary
to an "effective reorganization" as required by Sec. 362(d)(2)(B).

Judge Hale said that the Debtor's plan does not have a realistic
chance of being confirmed within a reasonable period of time.
"First, the instant Debtor is a single tenant in common (TIC)
owner.  Nevertheless, the plan affects and modifies the rights of
CWCAM against all TIC owners. These non-debtors hold nearly 98% of
the property that is the sole asset of this bankruptcy case.
Additionally, the plan includes a non-consensual, permanent
injunction of CWCAM's claims against the non-debtor TIC owners.
The Debtor's plan also seeks to eliminate the Trust's prepetition
claim for late fees, default interest and the yield maintenance
penalty.  The plan proposes to reinstate the Note, but it also
seeks to modify important terms within the Note.  These plan
provisions are particularly troubling because they impact the non-
debtor TIC owners' rights and obligations, as well as those held
by CWCAM. The instant case amounts to one TIC owner's bankruptcy
case being filed and pursued to reorganize the lender's
arrangement with all TIC owners without their subjecting
themselves to bankruptcy. In this circuit, such attempts are
usually unsuccessful," the judge said.

Michelle V. Larson, Esq., at ANDREWS KURTH LLP, in Dallas, Texas;
and Jeff P. Prostok, Esq. -- jprostok@forsheyprostok.com -- and
Clarke V. Rogers, Esq. -- crogers@forsheyprostok.com -- of FORSHEY
& PROSTOK, L.L.P. represent the Debtor.

                         About NNN 3500

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 12-23718) on
Nov. 30, 2012.  Judge Scott C. Clarkson presides over the case.
In its schedules, the Debtor disclosed $45,563,241 in total assets
and $46,658,593 in total liabilities.

The U.S. Bankruptcy Court for the Northern District of Texas
opined that based on the record, it does not find that the Debtor
filed the bankruptcy case in bad faith.


OCEAN 4660: Section 341(a) Meeting Set on July 1
------------------------------------------------
A meeting of creditors in the bankruptcy case of Ocean 4660, LLC,
will be held on July 1, 2013, at 11:00 a.m. at 51 SW First Ave
Room 1021, Miami.  Creditors have until Sept. 30, 2013, to submit
their proofs of claim.

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

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

                          About Ocean 4660

Ocean 4660, LLC, owner of beachfront property operated as the
Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida,
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165)
in its hometown on June 2, 2013.  Rick Barreca signed the petition
as chief restructuring officer.  The Debtor estimated assets and
debts of at least $10 million.  Judge John K. Olson presides over
the case.  John H Genovese, Esq., at Genovese Joblove & Battista,
P.A., serves as the Debtor's counsel.

The Lauderdale Beachside Hotel features a beach-front location,
two five-story interior corridor buildings (east and west), 147
guest rooms, a beach front tiki bar and grill, a large adjoining
restaurant and commercial kitchen space and on-site parking.
The restaurant space and the tiki bar and grill are unoccupied.
The occupancy rates have generally been between 40 percent and 70
percent occupancy.  Room rates are $40 to $80 per night.


OP-TECH ENVIRONMENTAL: Dannible & McKee Raises Going Concern Doubt
------------------------------------------------------------------
OP-TECH Environmental Services, Inc., filed on June 7, 2013, its
annual report on Form 10-K for the year ended Dec. 31, 2012.

Dannible & McKee, LLP, in their audit report, dated May 14, 2013,
for the fiscal year ended Dec. 31, 2012, expressed substantial
doubt about OP-TECH Environmental's ability to continue as a going
concern.  The independent auditors noted that the Company has
negative working capital and a stockholders' deficit at Dec. 31,
2012, and caused violations of the Company's financing agreements.

The Company reported net income of $1.0 million on $32.3 million
of revenues in 2012, compared with a net loss of $7.5 million on
$30.7 million of revenues in 2011.

The Company said: "Gross profit in dollars increased 233.9% to
$9,274,236 from $2,777,686 in 2011.  The increase in gross profit
margin is attributed to the Company securing high margin work with
recurring customers in 2012.  Also, the margin in 2011 was
unusually low due to additional costs caused by changes in
conditions, shortfalls in the bidding process and lower than
anticipated production levels.

"During the year ended Dec. 31, 2012, selling, general, and
administrative expenses decreased 16.4% to $6,938,017 compared to
$8,295,795 for the previous year."

The Company's balance sheet at March 31, 2013, showed
$12.6 million in total assets, $16.3 million in total liabilities,
and a stockholders' deficit of $3.7 million.

A copy of the Form 10-Q is available at http://is.gd/Mvu6aI

The Company also filed its quarterly reports on Form 10-Q for the
three months ended March 31, 2012, June 30, 2012, Sept. 30, 2012.

A copy of the Form 10-Q for the three months ended March 31, 2012,
is available at http://is.gd/jKxJ1g

A copy of the Form 10-Q for the three months ended June 30, 2012,
is available at http://is.gd/U5Qhy1

A copy of the Form 10-Q for the three months ended Sept. 30, 2012,
is available at http://is.gd/xcVdJM

East Syracuse, N.Y.-based OP-TECH Environmental Services, Inc.,
provides comprehensive environmental and industrial cleaning and
decontamination services predominately in New York, New England,
Pennsylvania, New Jersey, and Ohio.


ORCHARD SUPPLY: Said to Consider Bankruptcy Filing This Week
------------------------------------------------------------
Lauren Coleman-Lochner, Beth Jinks & Kristen Haunss, writing for
Bloomberg News, reported that Orchard Supply Hardware Stores
Corp., the chain spun off by Eddie Lampert's Sears Holdings Corp.
17 months ago, is considering filing for bankruptcy as soon as
this week, said people familiar with the matter.

According to the report, the chain is also continuing talks with
lenders on a restructuring of about $261 million in debt and
capital lease obligations, said two of the people, who asked not
to be identified because the process isn't public.

Orchard Supply, based in San Jose, California, said in October it
had hired Moelis & Co. to help refinance its senior secured loan,
the report recalled. It has posted a combined loss of $132.8
million in the past two years. Lampert and his RBS Partners LP
fund together hold the biggest stake in the company, with about 21
percent of the shares outstanding as of May 13, according to
regulatory filings.

Several parties are competing to be the stalking horse, or minimum
bidder, for the company's assets, two people said, the report
related.

Chris Newman, Orchard's chief financial officer, didn't return a
call seeking comment, the report said.

                         About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

As reported by the Troubled Company Reporter on March 8, 2013,
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.


ORMET CORP: Wayzata & Creditors Committee Settle
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ormet Corp. received formal authority from the
bankruptcy court last week to sell the business to lender and part
owner Wayzata Investment Partners LLC mostly in exchange for debt.

The report relates that sale authorization included preliminary
approval of additional concessions the unsecured creditors'
committee extracted from Wayzata by objecting to the sale.  The
buyer is giving a $2 million note to the trust being created for
unsecured creditors.  The note will mature in six years and pay
5 percent cash interest.

According to the report, Wayzata will participate in proceeds from
the note as a result of its deficiency claims.  In addition, the
unsecured creditors' trust will have warrants for 2.5 percent of
the stock exercisable at a price equal to the secured debt owing
to Wayzata, including loans for the Chapter 11 case.  The
creditors will have warrants for another 2 percent equal to twice
the Wayzata debt.

The report notes that the settlement, to be formally approved by
the bankruptcy court later, includes a waiver of claims that could
be made against suppliers who were paid potential preferences
within three months of bankruptcy.  Wayzata is buying the business
in exchange for $130 million of the $139.5 million in secured debt
it holds.  Wayzata is financing the Chapter 11 case with a $30
million term loan and a $60 million revolving credit that replaced
an existing facility.

                       About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Attorneys at Dinsmore & Shohl LLP and Morris, Nichols, Arsht&
Tunnell LLP serve as counsel to the Debtors.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.


ORTHOTIC REHABILITATION: Case Summary & Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Orthotic Rehabilitation Products, Inc.
          aka ORP
          aka Orthotic Rehab
        830 S. Mason Road, B1
        Katy, TX 77450

Bankruptcy Case No.: 13-33531

Chapter 11 Petition Date: June 5, 2013

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

Judge: David R. Jones

Debtor's Counsel: Jeanne Fugate, Esq.
                  LAW OFFICE OF JEANNE FUGATE, PLLC
                  1400 Broadfield, Ste. 200
                  Houston, TX 77084
                  Tel: (281) 859-9200
                  Fax: (281) 859-9215
                  E-mail: jeannefugate1@sbcglobal.net

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/txsb13-33531.pdf

The petition was signed by Georg Morrison, president and CEO.


PATRIOT COAL: Court Permits in Part 2004 Examination of Peabody
---------------------------------------------------------------
On June 7, 2013, the U.S. Bankruptcy Court for the Eastern
District of Missouri entered an order granting in part the motion
of the Patriot Coal Corp., et al., and the Official Committee of
Unsecured Creditors for leave to conduct discovery of Peabody
Energy Corporation pursuant to Bankruptcy Rule 2004.

The Court ordered Peabody to begin production of responsive, non-
privileged documents within 10 days after service of the subpoena
duces tecum, but in no event earlier than three business days
after entry by the Court of the Stipulated Confidentiality
Protective Order generally applicable to the production, and will
continue the production thereafter on a rolling basis until
completed.

A copy of the Order is available at:

          http://bankrupt.com/misc/patriot.doc4114.pdf

As reported in the TCR on April 4, 2013, Patriot Coal and the
Committee have served a request for the production of documents on
Peabody pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure.

As reported in the TCR on April 19, 2013, Peabody asked the Court
to deny Patriot and the Committee's motion for leave to conduct
discovery of Peabody, citing that it has already agreed to provide
than more than enough discovery under Rule 2004 to satisfy a good-
faith inquiry.

Peabody said that Patriot is looking for ways to blame its
financial collapse on Peabody, seeking extensive pre-suit
discovery to prepare what will be a time-barred claim for
fraudulent transfer.

                        About Patriot Coal

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

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

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

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis& Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PARKWAY PROPERTIES: Court Conditionally Approves Plan Disclosures
-----------------------------------------------------------------
Judge Dwight H. Williams, Jr., of the U.S. Bankruptcy Court for
the Middle District of Alabama conditionally approved the
disclosure statement explaining Parkway Properties, LLC's plan of
reorganization and scheduled July 8, 2013, at 10:30 a.m., as the
hearing on the final approval of the disclosure statement and on
confirmation of the plan.

June 24, 2013, is fixed as the last day for filing written ballots
accepting or rejecting the plan and the last day for filing and
serving written objections to approval of the disclosure statement
and confirmation of the plan.

Under the Plan, the Debtor proposes to pay $36,603 to creditors
every month following the effective date of the Plan until all
debts are satisfied.  Total monthly projected funds available to
pay debt as of May 22, 2013, totals $62,336.

A full-text copy of the Debtor's Amended Disclosure Statement,
dated May 22, 2013, is available for free at:

         http://bankrupt.com/misc/PARKWAYds0522.pdf

L. Bailey Jackson, Esq., at Wilson & Jackson, LLC, in Montgomery,
Alabama, represents the Debtor.

                     About Parkway Properties

Parkway Properties, LLC, filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 13-30461) on Feb. 22, 2013.  The petition was signed
by Joe B. Crosby as manager.  Judge Dwight H. Williams, Jr.,
presides over the case.  The Debtor's scheduled assets were
$11,255,845 and scheduled liabilities were $9,222,364.  The Debtor
is represented by Lorren B. Jackson, Esq., at Wilson & Jackson,
LLC, in Montgomery, Alabama.

Parkway Properties, LLC, proposed a plan of reorganization that
will pay $36,603 to creditors on a monthly basis until all debts
are paid in full.

The Bankruptcy Administrator recommended that no unsecured
creditors' committee be appointed in the case.


PATRIOT COAL: UMMA Appeals Order Granting Motion to Reject CBAs
---------------------------------------------------------------
The United Mine Workers of America served notice Friday that it
appeals to the United States District Court for the Eastern
District of Missouri from the Order granting the Motion of Patriot
Coal Corporation and its affiliated debtors to Reject Collective
Bargaining Agreements and to Modify Retiree Benefits Pursuant to
11 U.S.C. Sections 1113 and 1114 of the Bankruptcy Code entered by
the U.S. Bankruptcy Court Judge Honorable Kathy A. Surratt-States
on May 29, 2013 [docket no. 4081], and all rulings rendered
appealable thereby.

A copy of the Amended Notice of Appeal is available at:

       http://bankrupt.com/misc/patriotcoal.doc4124.pdf

                        About Patriot Coal

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

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

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

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis& Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PATRIOT COAL: Debtor, Mine Workers Union Appeal Rulings
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Patriot Coal Corp. and the United Mine Workers union
filed appeals last week from litigations they lost at the end of
May in the U.S. Bankruptcy Court in St. Louis.

According to the report, while Patriot is content with having its
appeal decided by a panel of three bankruptcy judges on the
Bankruptcy Appellate Panel, the union is having its appeal decided
by a federal district judge.  The union filed an appeal at the
week's end from the opinion by U.S. Bankruptcy Judge Kathy A.
Surratt-States allowing Patriot to modify union contracts and
reduce the guarantee of lifetime medical care for retirees.

The report notes that Patriot appealed the judge's dismissal of a
lawsuit where the coal producer was attempting to force former
owner Peabody Energy Corp. to continue paying benefits for some
retirees at a higher level even though Patriot will be paying
lower benefits.  Although the union conceded Patriot needed
concessions to survive, Judge Surratt-States wrote her 102-page
opinion in May to explain why the union was wrong in contending
she should leave the door open to restoring the higher level of
wages and benefits as soon as 2016.

The report relates that in the lawsuit with Peabody, Judge
Surratt-States decided that the plain language of the parties'
contracts allows the former owner to guarantee no more benefits
than those Patriot is paying.

                       About Patriot Coal

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

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

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

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PENSON WORLDWIDE: Plan Confirmation Hearing on July 31
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Penson Worldwide Inc. scheduled a July 31
confirmation hearing for approval of the liquidating Chapter 11
plan.  At the end of last week, the U.S. Bankruptcy Court in
Delaware approved disclosure materials containing information
creditors need in deciding how to vote on the plan.  Apart from
changes made at request of the creditors' committee, the
liquidating Chapter 11 plan was negotiated in large part before
the January bankruptcy filing.

BankruptcyData reported that Penson Worldwide filed with the U.S.
Bankruptcy Court an Amended Chapter 11 Plan of Liquidation and
Third Amended Disclosure Statement.

According to the Disclosure Statement, "The Plan provides for the
Debtors' property to be liquidated, and for the proceeds of the
liquidation, including any recoveries obtained from litigation
against third parties, to be distributed to holders of Allowed
Claims and Equity Interests in accordance with the terms of the
Plan and the priority of claims provisions of the Bankruptcy Code.
The Plan further provides that on or before the Effective Date,
Penson Technologies LLC ('PTL') will be formed as a Delaware
limited liability company and all assets of the Debtors will be
conveyed and transferred to PTL for the liquidation,
administration, and distribution of the Debtors' property by
PTL....Pursuant to the PTL LLC Agreement, PTL will be managed by
the Boar5d of Managers will consists of two members appointed by
the Second Lien Noteholders Committee, one member appointed by the
Convertible Noteholders Committee and one member appointed by the
Committee," the BData report said.

                     About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PLANDAI BIOTECHNOLOGY: Amends Dec. 31 Quarter Form 10-Q
-------------------------------------------------------
Plandai Biotechnology, Inc., filed an amendment to its quarterly
report for the period ended Dec. 31, 2012, originally filed with
the US Securities and Exchange Commission on Feb. 14, 2013, to
amend and restate its consolidated balance sheet at Dec. 31, 2012,
consolidated statement of operations for the for the three and six
month periods ended Dec. 31, 2013, and the consolidated statements
of cash flows for the six month period ended Dec. 31, 2012, to
correct errors associated with the inclusion of incorrect
financial results in the aforementioned consolidated financial
statements.

Also, the Company failed to include in the MD&A section a
discussion of the financial results for the three months ended
Dec. 31, 2012.  In addition to omitting a discussion of the three
months ended Dec. 31, 2012, from the MD&A section, the Company's
discussion for the six months ended Dec. 31, 2012, was based on
the incorrect financial results.

The Company's amended statements of operations reflect a net loss
of $504,327 on $131,999 of revenues for the three months ended
Dec. 31, 2012, as compared with a net loss of $507,649 on $131,999
of revenues as previously reported.  For the six months ended
Dec. 31, 2012, the Company incurred a net loss of $927,062 on
$249,903 of revenues, as compared with a net loss of $942,656 on
$249,903 of revenue as originally reported.

The Company's restated balance sheet at Dec. 31, 2012, showed
$8.75 million in total assets, $9.97 million in total liabilities
and a $1.22 million stockholders' deficit allocated to the
Company.

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

                        http://is.gd/zP2pIj

                           About Plandai

Based in Seattle, Washington, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry.  Its principle holdings consist of land, farms
and infrastructure in South Africa.

As reported in the TCR on Oct. 22, 2012, Michael F. Cronin CPA
expressed substantial doubt about Plandai's ability to continue as
a going concern in his report on the Company's June 30, 2012,
financial statements.  Mr. Cronin noted that the Company has
incurred a $3.7 million loss from operations, consumed $700,000 of
cash due to its operating activities, and may not have adequate
readily available resources to fund operations through June 30,
2013.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $1.95 million on $313,716 of revenues, as compared
with a net loss of $2.50 million on $49,017 of revenues for the
same period a year ago.  The Company's balance sheet at March 31,
2013, showed $8.43 million in total assets, $10.62 million in
total liabilities and a $2.19 million equity allocated to the
Company.


PLUG POWER: Annual Shareholders' Meeting Set on June 28
-------------------------------------------------------
Plug Power Inc. confirms that the Company's 2013 Annual Meeting of
Stockholders is to be held on Friday, June 28, 2013, at 10:00
a.m., Eastern Time, at the offices of Goodwin Procter LLP, The New
York Times Building, 620 Eighth Avenue, New York, NY.  The proxy
materials mailed to stockholders erroneously referred to June 28,
2013, as a Thursday.

                         About Plug Power

Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.

KPMG LLP, in Albany, New York, expressed substantial doubt about
Plug Power's ability to continue as a going concern, following
their audit of the Company's financial statements for the year
ended Dec. 31, 2012, citing the Company's recurring losses from
operations and substantial decline in working capital.

The Company's balance sheet at March 31, 2013, showed
$37.1 million in total assets, $29.4 million in total liabilities,
and stockholders' equity of $7.7 million.


PMI GROUP: Plan Disclosures OK'd, Confirmation Hearing on July 18
-----------------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware approved the disclosure statement explaining
PMI Group, Inc.'s plan of reorganization and scheduled the
confirmation hearing for July 18, 2013, at 11:00 a.m. (Prevailing
Eastern Time).  Objections to the confirmation of the Plan are due
July 9.

The Debtor's Plan provides that holders of allowed secured claims
(Class 2) generally will retain their liens or receive the benefit
of their collateral under the Plan.

Each holder of an allowed general unsecured claim (Class 3) will
receive its pro rata share of creditor cash and new common stock.
Class 3 Claims, estimated to range from $6.3 million to $10.3
million, are expected to recover 26-27% of their claim amount.
Allowed senior notes claims (Class 4), estimated to total $691
million, are expected to recover 29% of their claim amount.
Allowed subordinated note claims (Class 5), estimated to total
$52.9 million, will recover 0% of their claim amount due to
subordination provisions.

Each holder of an allowed convenience claim (Class 6) will receive
90% of the amount of its allowed convenience claim in cash on the
effective date or as soon as reasonably practicable thereafter.

Holders of equity interests (Class 7) will receive no distribution
under the Plan.

The Reorganized Debtor's primary assets will include: (i) at least
$500 million of net operating losses and at least $295 million of
income tax credits, (ii) its ownership interests in certain of its
subsidiaries, which have approximately $5 million in cash, and
(iii) any potential value to be realized with respect to the
Debtor's claim totaling approximately $2.5 million against QBE
Holdings (AAP) Pty Limited.

A full-text copy of the Disclosure Statement dated June 5, 2013,
is available for free at http://bankrupt.com/misc/PMIds0605.pdf

Pauline K. Morgan, Esq., Joseph M. Barry, Esq., Kara Hammond
Coyle, Esq., and Patrick A. Jackson, Esq., at Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware, represent the
Debtor.

                        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.


POSITIVEID CORP: Court Approves Settlement with IBC Funds
---------------------------------------------------------
PositiveID Corporation, on June 5, 2013, entered into a Settlement
and Agreement and Release with IBC Funds, LLC, pursuant to which
the Company agreed to issue common stock to IBC in exchange for
the settlement of $214,534 of past-due accounts payable of the
Company.  IBC purchased the accounts payable from certain vendors
of the Company.

On June 7, 2013, the Circuit Court of the Twelfth Judicial Circuit
for Sarasota County, Florida, entered an order approving, among
other things, the Settlement Agreement.  The Settlement Agreement
became effective and binding upon the Company and IBC upon
execution of the Order by the Court on June 7, 2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on June 7, 2013, the Company agreed to issue to IBC shares
of the Company's common stock, $0.001 par value.  The Settlement
Agreement provides that the Settlement Shares will be issued in
one or more tranches, as necessary, sufficient to satisfy the
Settlement Amount through the issuance of freely trading
securities issued pursuant to Section 3(a)(10) of the Securities
Act.  Pursuant to the Settlement Agreement, IBC may deliver a
request to the Company which states the dollar amount of Common
Stock to be issued to IBC.  The parties agree that the total
amount of Common Stock to be delivered by the Company to satisfy
the Share Request will be issued at a 30 percent discount to
market based upon the average of the volume weighted average price
of the Common Stock over the three trading day period preceding
the Share Request.  Additional tranche requests will be made as
requested by IBC until the Settlement Amount is paid in full so
long as the number of shares requested does not make IBC the owner
of more than 4.99 percent of the outstanding shares of Common
Stock at any given time.

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

                        http://is.gd/p2BQQr

                         About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

PositiveID incurred a net loss of $7.99 million on $0 of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$16.48 million on $0 of revenue for the year ended Dec. 31, 2011.
The Company's balance sheet at March 31, 2013, showed $2.39

million in total assets, $6.78 million in total liabilities and a

$4.39 million total stockholders' deficit.

EisnerAmper LLP, 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 a working capital deficiency and
an accumulated deficit.  Additionally, the Company has incurred
operating losses since its inception and expects operating losses
to continue during 2013.  These conditions raise substantial doubt
about its ability to continue as a going concern.


POWERWAVE TECHNOLOGIES: Converted to Ch. 7 Liquidation
------------------------------------------------------
Peg Brickley writing for Dow Jones' DBR Small Cap reports that
wireless-equipment maker Powerwave Technologies Inc. is throwing
in the towel in bankruptcy court, but an unhappy former bidder
says some of the scarce cash left in the company's coffers belongs
to it.

Peg Brickley writing for Dow Jones' DBR Small Cap reports that a
bankruptcy judge Monday endorsed Powerwave Technologies' decision
to abandon Chapter 11 bankruptcy for a Chapter 7 liquidation,
where a trustee will clean up what's left of the wireless
equipment company.

                   About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Cal., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.

Prepetition secured lender, P-Wave Holdings LLC, is represented by
Martin A. Sosland, Esq., and Joseph H. Smolinsky, Esq., at Weil
Gotshal & Manges LLP; and Mark D. Collins, Esq., and John H.
Knight, Esq., at Richards Layton & Finger.

The Official Committee of Unsecured Creditors has retained Sidley
Austin LLP; Young Conaway Stargatt & Taylor LLP; and Zolfo Cooper,
LLC.


PRM FAMILY: Wins Approval to Use Cash, Remit Trust Funds
--------------------------------------------------------
PRM Family Holding Company, L.L.C. and its debtor-affiliates at
the end of May won approval of their "first day motions."

Judge Sarah S. Curley authorized the Debtors to use Bank of
America's cash collateral to pay certain ordinary and necessary
expenses.  To adequately protect Bank of America's interest in the
cash collateral, the Debtors proposes to grant the bank
replacement liens on the new inventory purchased by the Debtors
and the proceeds generated from the sale of collateral to the same
extent as the bank enjoyed prepetition.

The stipulated interim order signed by the judge authorizes the
Debtors to use cash collateral until June 16, 2013.  A continued
hearing on the further use of cash collateral was slated for
June 11.

The Debtors also obtained approval of their motions to allow
$7.23 million in claims of suppliers of products covered by the
Perishable Agricultural Commodities Act (PACA), pay $260,000 of
sale proceeds held in trust for Western Union, pay $36,000 held in
trust for state lotteries, and pay prepetition wages and benefits
owed to employees.

                      About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026) on
May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

Scott H. Gan, Esq., at Mesch, Clark & Rothschild, P.C., in Tucson,
Arizona, serves as counsel to the Debtor.

PRM Family estimated liabilities in excess of $10 million.


QUEBECOR WORLD: Preference Suit Dismissal Upheld on Safe Harbor
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the hopes of Quebecor World (USA) Inc. creditors for
victory in a $376 million lawsuit were deflated again June 10 when
the U.S. Court of Appeals in Manhattan upheld two lower courts
that dismissed preference claims resulting from bonds repurchased
within three months of bankruptcy in January 2008.

The report recounts that the Quebecor official creditors'
committee sued in September 2008 to recover the payment, saying it
was a preference because debt was repaid in advance of maturity
and within 90 days of bankruptcy.  The noteholders responded by
contending the suit was barred by the safe harbor in Section
546(e) of the U.S. Bankruptcy Code.  The section precludes suits
to recover payments made in securities transactions.

The report relates that U.S. Bankruptcy Judge James M. Peck
dismissed the suit in July 2011.  Judge Peck said he had no choice
because the Second Circuit the month before ruled that the safe
harbor must be accorded "extremely broad" interpretation.  The
creditors appealed and lost again in September when U.S. District
Judge Jesse M. Furman wrote a 19-page opinion upholding Judge
Peck.   Judge Furman likewise said he was bound by the circuit
court's 2-1 opinion in June 2011 in Enron Creditors' Recovery
Trust v. Alfa SAV de CV.

In a 17-page opinion dated June 10 by Circuit Judge Denny Chin,
the appeals court didn't reach the question of whether purchasing
the debt was a "settlement payment" because it was "clearly" a
transfer "in connection with a securities contract."  Judge Chin's
opinion is significant for reversing part of Judge Furman's
decision holding that the redemption of securities didn't qualify
as "purchase, sale, or loan of a security."  Judge Chin differed
with Judge Furman more on the facts than on the law and said the
court need not rule on whether a redemption falls within the safe
harbor.  Judge Chin pointed out that the Quebecor company that
bought the notes was not the same company that sold the notes in
the first instance.  Thus, the transaction was a purchase, not a
redemption and consequently fell squarely within the safe harbor.

The report relates that on June 10 opinion thus could be
interpreted to leave open the question of whether a redemption
falls within protection of the safe harbor, although the Enron
decision would seem to indicate that it does.  Judge Chin's
opinion is also notable because the appeals court once again said
it sides with three other circuit courts holding that a
transaction is within the safe harbor if a financial institution
is merely a conduit or intermediary.  The federal appeals court in
Atlanta is alone in requiring that a financial institution have a
beneficial interest in the securities.

The Bloomberg report notes that in the bankruptcy court, Judge
Peck said he was forced to dismiss even though the case involved
"behavior that the law generally would seek to discourage."  He
characterized the actions immunized in his ruling as "ganging up
on a vulnerable borrower to obtain clearly preferential treatment
in the months leading up to a bankruptcy."

The circuit court opinion is Official Committee of Unsecured
Creditors of Quebecor World (USA) Inc. v. American United Life
Insurance Co. (In re Quebecor World (USA) Inc.), 12- 4270, 2nd
U.S. Circuit Court of Appeals (Manhattan).  Judge Furman's opinion
is Official Committee of Unsecured Creditors of Quebecor World
(USA) Inc. v. American United Life Insurance Co. (In re Quebecor
World (USA) Inc.), 11-cv-07530, U.S. District Court, Southern
District of New York (Manhattan).  Judge Peck's opinion is
Official Committee of Unsecured Creditors of Quebecor World (USA)
Inc. v. American United Life Insurance Co. (In re Quebecor World
(USA) Inc.), 08-bk-01417, U.S. Bankruptcy Court, Southern District
New York (Manhattan).

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI was the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

On June 30, 2009, Judge Peck and the Honorable Judge Robert
Mongeon of the Quebec Superior Court of Justice, in a joint
hearing, approved the plan of compromise filed by Quebecor World
Inc. and its affiliates in their cases before the Canadian
Companies' Creditors Arrangement Act and the Chapter 11 plan of
reorganization filed by Quebecor World (USA), Inc., and its debtor
affiliates in the U.S. Bankruptcy Court.

On July 21, 2009, Quebecor World Inc. and its affiliated debtors
and debtors-in-possession emerged from protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 11 of
the U.S. Bankruptcy Code.  Quebecor World emerged from bankruptcy
as "World Color Press Inc."


RADIOSHACK CORP: Chief Information Officer Resigns
--------------------------------------------------
RadioShack Corporation said that Ms. Sharon Stufflebeme, the
Company's senior vice president and chief information officer,
resigned to pursue other interests.  Ms. Stufflebeme's duties will
be temporarily assumed by various members of the Company's
management while the Company commences a search for a replacement.
Ms. Stufflebeme's last day with the Company will be June 7, 2013.

                         About Radioshack

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

Radioshack disclosed a net loss of $139.4 million in 2012, as
compared with net income of $72.2 million in 2011.  Radioshack's
balance sheet at Dec. 31, 2012, showed $2.29 billion in total
assets, $1.70 billion in total liabilities and $598.7 million in
total stockholders' equity.

                           *     *     *

As reported by the TCR on Nov. 23, 2012, Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured debt
ratings on Fort Worth, Texas-based RadioShack Corp. to 'CCC+' from
'B-'.  "The downgrade of RadioShack reflects our view that it will
be very difficult for the company to improve its gross margin in
the fourth quarter of this year, given the highly promotional
nature of year-end holiday retailing in the wireless and consumer
electronic categories," said Standard & Poor's credit analyst
Jayne Ross.

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

As reported by the TCR on March 6, 2013, Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa1 from B3 and probability of default rating to Caa1-PD from B3-
PD.  RadioShack's Caa1 Corporate Family Rating reflects Moody's
opinion that the overall business strategy of the company to
reverse the decline in profitability has not gained any traction.


RELIANCE GROUP: Deloitte Not to Blame for Insurer's Collapse
------------------------------------------------------------
Ciaran McEvoy of BankruptcyLaw360 reported that a New York state
judge dismissed a lawsuit brought by Reliance Group Holdings
Inc.'s bondholders and others blaming Deloitte & Touche LLP for
the insurer's collapse more than a decade ago, ruling that there
was a lack of evidence showing the auditor's reports caused
Reliance's losses.

According to the report, the ruling was handed down by in a 61-
page decision granting a defense motion for summary judgment by
Judge Eileen Bransten.

                  About Reliance Group Holdings

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- owned 100% of the stock of Reliance
Financial Services Corporation, which, in turn, owned 100% of the
stock of Reliance Insurance Company.  RIC generated upwards of 90%
of the income of RGH, whose principal business was its ownership,
through RFS, of RIC and its property and casualty insurance
subsidiaries.

On May 29, 2001, the Commonwealth Court of Pennsylvania placed RIC
in rehabilitation, and named the Pennsylvania Insurance
Commissioner as RIC's rehabilitator.  RIC entered liquidation on
Oct. 3, 2001, and the Commissioner was appointed liquidator.

RGH and RFS filed for chapter 11 protection on June 12, 2001
(Bankr. S.D.N.Y. Case No. 01-13403) listing $12,598,054,000 in
assets and $12,877,472,000 in debts.  On April 22, 2005, RFS's
plan of reorganization, approved by the bankruptcy court, went
into effect and RFS emerged from bankruptcy as Reorganized RFS
Corporation.  Under RFS's bankruptcy plan, its litigation claims
and those of its general unsecured creditors were assigned to RGH.
The bankruptcy court confirmed RGH's First Amended Plan effective
Dec. 1, 2005, which created a liquidating trust.


RESIDENTIAL CAPITAL: Has Deal With FGIC and Bond Trustees
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC announced a settlement with
bond insurer Financial Guaranty Insurance Co. and with trustees
for securitization trusts holding bonds FGIC guaranteed.

According to the report, the settlement will come up for approval
at a June 26 hearing in U.S. Bankruptcy Court in New York, the
same day as the hearing for approval of the plan-support
agreement.  The settlement will release claims of as much as $6.l9
billion held by FGIC and the trustees, less the maximum amount of
FGIC's claim.  Approval of the settlement also resolves one of the
conditions to effectuation of the larger plan-support agreement.

The report notes that the settlement facilitates own FGIC's
rehabilitation proceedings in New York state court.  The
settlement calls for a cash payment by FGIC to the trusts and
requires state court approval.

In view of the settlements, ResCap filed papers last week for an
extension until Oct. 21 of the exclusive right to propose a
Chapter 11 plan.  The exclusivity hearing is set for June 12.

                   About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

ResCap filed the definitive plan-support agreement in May where
Ally will receive releases in return for contributing $2.1 billion
toward ResCap's Chapter 11 reorganization plan.  The support
agreement avoided the public filing of the examiner's report which
was filed under seal on May 13.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Wants Plan Filing Exclusivity Until Aug. 21
----------------------------------------------------------------
Residential Capital, LLC, and its debtor affiliates ask Judge
Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York to further (i) extend the exclusive period
during which only they may file a Chapter 11 plan through and
including August 21, 2013, and (ii) extend the period during which
they have the exclusive right to solicit acceptances of that plan
through and including October 21, 2013.

According to Lewis Kruger, Chief Restructuring Officer of the
Debtors, while tremendous progress has been made on a consensual
plan of reorganization, the Debtors, together with their key
stakeholders, need more time to (i) draft and file a plan to
reorganization and disclosure statement, and (ii) seek approval of
the disclosure statement.

Mr. Kruger says he believes that the threat of competing plans, as
likely or unlikely as that may be, while the parties are focused
on prosecuting the Plan would only distract parties-in-interest.
This, he adds, could result in delay, and inevitably burden these
estates with additional costs and diminish creditor recoveries.
He also asserts that any such plan or plans could not offer a
greater return to creditors than that contemplated in the proposed
plan support agreement.

Allowing the Exclusive Plan Period to terminate prior to the
hearing on the approval of the PSA, the filing of the Plan and
hearing on the disclosure statement would almost certainly unravel
the recent accomplishments, the Debtors' counsel, Gary S. Lee,
Esq., Lorenzo Marinuzzi, Esq., Todd M. Goren, Esq., and Naomi
Moss, Esq., at Morrison & Foerster LLP, in New York, assert.

A hearing on the motion will be held on June 12, 2013, at 10:00
a.m. (ET).  Objections are due June 10.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Berkshire Says Payment to Ally Premature
-------------------------------------------------------------
Residential Capital's amended motion to pay more than $1.1 billion
to Ally Financial Inc. on account of its secured claims under two
insider loans puts the "proverbial cart before the horse",
Berkshire Hathaway Inc. argued in opposition to the motion.

According to Berkshire, it is entirely premature to pay Ally's
claims at this stage in the bankruptcy proceeding as the Debtors
have acknowledged that significant potential claims exist against
Ally.  Moreover, Berkshire pointed out that the report of the
Chapter 11 Examiner has not been released and made public and that
report may contain material information relevant to the validity
and allowance of the very claims that the Debtors seek to pay by
the motion.

For the reasons stated, Berkshire asks Judge Glenn to deny the
motion to pay Ally until the time as the Court has unsealed the
Examiner's report and parties can be appropriately knowledgeable
of the benefits and risks of the proposed relief in the motion.

Thomas B. Walper, Esq., and Seth Goldman, Esq., at Munger, Tolles
& Olson LLP, in Los Angeles, California, represent Berkshire.

                June 12 Cash Collateral Hearing

Meanwhile, the status conference on the Debtors' motion for
authority to continue to use the Ally Financial Inc.'s cash
collateral has been adjourned by agreement of the parties to
June 12, 2013 at 10:00 a.m. (Prevailing Eastern Time).  The
evidentiary hearing on the Motion has been adjourned by agreement
of the parties to a date to be determined.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Mediator Appointment Extended Thru October
---------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York signed off on an order extending until
Oct. 31, 2013, the appointment of Judge James M. Peck as mediator
in the Chapter 11 cases of Residential Capital, LLC, and its
debtor affiliates.

To recall, the Debtors entered into a plan support agreement with
their parent, Ally Financial, Inc., the Official Committee of
Unsecured Creditors, and certain consenting claimants, which
agreement was facilitated in large part by the efforts of Judge
Peck as plan mediator.

Under the terms of the contemplated plan, Ally will contribute to
the Debtors' estates a total of $2.1 billion, comprised of a
contribution of:

   (a) $1,950,000,000 in cash on the Effective Date of the Plan,
       and

   (b) $150,000,000, anticipated to come from a settlement
       between Ally and its insurers, but in any event to be paid
       by Ally no later than September 30, 2014.

Judge Peck was named mediator in December 2012 to oversee the plan
negotiation process of the Debtors.  Judge Peck is a sitting judge
in the U.S. Bankruptcy Court for the Southern District of New York
and is presiding over, among other cases, the Chapter 11 case of
Lehman Brothers Holdings Inc. and the liquidation proceeding of
Lehman Brothers Inc.

Arthur J. Gonzalez, a former Manhattan bankruptcy judge, is the
Debtors' Chapter 11 examiner.  He was appointed in July to
investigate Ally and Cerberus Capital Management LP, ResCap's
proposed sale and reorganization plan, the role of ResCap's board,
alternatives to ResCap's proposals, claims against officers and
directors, claims ResCap proposes to release, and the value of the
releases.  The Chapter 11 Examiner has submitted a report on his
investigation although that report will remain under seal until
July 3.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Rothstein Claims Based on "Misinterpretation"
------------------------------------------------------------------
Residential Capital LLC and its affiliates, in their reply in
further support of their joinder to Ally Financial Inc. and Ally
Bank's motion for an order enjoining the prosecution of alter ego
and veil piercing claims in the class action entitled Landon
Rothstein, et al v. GMAC Mortgage, LLC, et al., assert that the
arguments advanced by the Rothstein plaintiffs are premised upon a
fundamental misinterpretation of the jurisprudence regarding
"general claims."

"Under applicable law, such general claims are estate claims and
can only be prosecuted by a debtor-in-possession or a trustee.
Alternatively, if the claim is considered 'personal' to a
claimant, the claim belongs to, and may be prosecuted by, that
claimant.  The Objection mistakenly asserts that the Plaintiffs'
alter ego and veil-piercing allegations advance claims that are
'personal' to them," the Debtors argue in court papers.

As reported in the Jan. 16, 2013 edition of the TCR, Ally
Financial Inc. and Ally Bank are asking the Bankruptcy Court to
enforce the automatic stay by (a) enjoining the plaintiffs in the
putative class action entitled Landon Rothstein, et al. v. GMAC
Mortgage, LLC, et al., No. 1:12-cv-03412-AJN (S.D.N.Y.) and their
attorneys from pursuing the claims they assert in the Class Action
against Ally and (b) declaring the assertion of those claims in
the Class Action void ab initio.

Courts in the Second Circuit consistently hold that alter ego and
veil-piercing claims asserting no injury that is particular to the
claimant itself are general claims that can be only asserted by
the estate, the Debtors argue.  The alter ego claims advanced by
the Plaintiffs fall precisely into this category, the Debtors say.

These claims, the Debtors note, do not involve any activity
targeted specifically at the Plaintiffs, or any unique injury
specific to the Plaintiffs.  Rather, the Plaintiffs' alter ego
allegations describe the same conduct by AFI that allegedly
injured all of the Debtors' creditors: "harvesting" of subsidiary
assets, "domination" of its subsidiaries, disregard of corporate
formalities, causing the Debtors to file for bankruptcy, and
control over its subsidiaries' servicing activities.

For all the reasons stated, the Debtors ask the Court to grant
AFI's motion.

Gary S. Lee, Esq., Stefan W. Engelhardt, Esq., and Alexandra
Steinberg Barrage, Esq., at Morrison & Foerster LLP, in New York,
for the Debtors.

Richard M. Cieri, Esq., Ray C. Schrock, Esq., and Stephen E.
Hessler, Esq., at Kirkland & Ellis LLP, in New York, and Daniel T.
Donovan, Esq., and Judson D. Brown, Esq., at Kirkland & Ellis LLP,
in Washington, D.C., for AFI.

The hearing on AFI's request is further adjourned by mutual
agreement of the parties to a date yet to be determined.  The
Court will hold a status conference regarding the motion on
June 12, 2013, at 10:00 a.m. (Prevailing Eastern Time).

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RIGO WAREHOUSE: Updated Case Summary & Creditors' Lists
-------------------------------------------------------
Lead Debtor: Rigo Warehouse Inc.
             Attn: Ingrid Garcia, VP
             1351 N Goldenrod Rd, Suite 8
             Orlando, FL 32807-8366

Bankruptcy Case No.: 13-07043

Chapter 11 Petition Date: June 5, 2013

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtors' Counsel: Justin M. Luna, Esq.
                  Christopher R. Thompson, Esq.
                  LATHAM, SHUKER, EDEN & BEAUDINE, LLP
                  P.O. Box 3353
                  Orlando, FL 32802-3353
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  E-mail: bknotice@lseblaw.com

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

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

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
Rigo Property Management, LLC          13-07045
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Ingrid Garcia, vice president.

A. A copy of Rigo Warehouse's list of its 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/flmb13-7043.pdf

B. A copy of Rigo Property Management's list of its six largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/flmb13-7045.pdf


RITE AID: Extends Maturity of Outstanding Debt
----------------------------------------------
Rite Aid Corporation has commenced a debt refinancing transaction
that would extend the maturity of a portion of Rite Aid's
outstanding indebtedness and lower interest expense.  The
refinancing transaction consists of a cash tender offer for any
and all of Rite Aid's $500 million aggregate principal amount of
7.5 percent Senior Secured Notes due 2017 with the proceeds from a
new $500 million second lien term loan, together with available
cash or borrowings under Rite Aid's revolving credit facility.

As part of the tender offer, Rite Aid is soliciting consents for
amendments that would eliminate or modify certain covenants,
events of default and other provisions contained in the indenture
governing the notes.  Holders who tender their notes will be
deemed to consent to all of the proposed amendments and holders
may not deliver consents without tendering their notes.  The
tender offer and consent solicitation is being made pursuant to
the Offer to Purchase and Consent Solicitation Statement, dated
June 7, 2013, and a related Consent and Letter of Transmittal,
which more fully set forth the terms and conditions of the tender
offer and consent solicitation.

The tender offer will expire at midnight, Eastern Time, on July 5,
2013, unless the tender offer is extended or earlier terminated.
Under the terms of the tender offer and consent solicitation,
holders of the notes who validly tender and do not withdraw their
notes prior to 5:00 p.m. Eastern Time, on June 20, 2013, and whose
notes are accepted for purchase, will receive the "Total
Consideration," which is equal to the "Tender Offer Consideration"
plus a consent payment of $30.00 per $1,000 principal amount of
tendered notes.  Holders of notes who validly tender their notes
after the Consent Payment Deadline but on or before the Expiration
Date, and whose notes are accepted for purchase, will receive only
the Tender Offer Consideration.

Rite Aid reserves the right but is under no obligation, at any
point following the Consent Payment Deadline and before the
Expiration Date, to accept for purchase any notes validly tendered
and not subsequently withdrawn at or prior to the Consent Payment
Deadline, subject to satisfaction or waiver of the conditions to
the tender offer.  In addition to the Total Consideration or the
Tender Offer Consideration, as the case may be, holders whose
notes are accepted in the tender offer will receive accrued and
unpaid interest from and including the most recent interest
payment date, and up to, but excluding, the settlement date.

Rite Aid intends to redeem any notes not tendered in the tender
offer and consent solicitation.  Rite Aid may issue a notice of
redemption as early as the early settlement date.

The tender offer and consent solicitation is contingent upon the
satisfaction of certain conditions, including the condition that
Rite Aid has completed a refinancing transaction resulting in net
proceeds to Rite Aid that, together with available cash or
borrowings under the Rite Aid's revolving credit facility, are
sufficient to pay the Total Consideration, plus the accrued
interest payment, in respect of all of the notes, as well as
related fees and expenses of the tender offer and consent
solicitation.  If any of the conditions are not satisfied, Rite
Aid is not obligated to accept for payment, purchase or pay for,
and may delay the acceptance for payment of, any tendered notes
and may terminate the tender offer and consent solicitation.

In connection with the refinancing transaction, Rite Aid is
providing estimates of Rite Aid's financial results for the first
quarter fiscal 2014.

Rite Aid estimates that net income for the first quarter fiscal
2014 was between $75 million and $90 million, compared to a net
loss of $28.1 million for the comparable prior-year period, and
estimates that diluted earnings per share was between $0.08 and
$0.09, compared to a diluted loss per share of $(0.03) for the
comparable prior-year period.  Rite Aid estimates that Adjusted
EBITDA was between $335 million and $345 million for the first
quarter fiscal 2014, compared to Adjusted EBITDA of $274.2 million
for the comparable prior-year period.  The improvement in results
over the comparable prior-year period was largely driven by the
continued benefit of new generic introductions on pharmacy gross
margin.

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

                        http://is.gd/nlMklc

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia.

Rite Aid disclosed net income of $118.10 million on $25.39 billion
of revenue for the year ended March 2, 2013, as compared with a
net loss of $368.57 million on $26.12 billion of revenue for the
year ended March 2, 2012.  The Company's balance sheet at March 2,
2013, showed $7.07 billion in total assets, $9.53 billion in total
liabilities and a $2.45 billion total stockholders' deficit.

                           *     *     *

As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD.  At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3.  This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.

Rite Aid carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


ROTECH HEALTHCARE: Files Amended Plan and Disclosure Statement
--------------------------------------------------------------
Rotech Healthcare Inc., et al., submitted to the U.S. Bankruptcy
Court for the District of Delaware on May 31, 2013, a first
amended joint Chapter 11 Plan and disclosure statement.

The Plan consists of 115 separate Chapter 11 Plans -- one Plan for
each of the Debtors that will emerge as a reorganized entity.

As previously reported on the Troubled Company Reporter, the
Debtors, under the Plan, anticipates

   (i) each holder of an Allowed First Lien Claim shall receive
       Cash in an amount equal to the Allowed amount of its First
       Lien Claim;

  (ii) each holder of an Allowed Second Lien Notes Claim shall
       receive (x) its pro rata share of 100% of the common equity
       of the reorganized Company, subject to dilution by the
       equity interests issued under the Management Equity
       Incentive Program (thereby eliminating in excess of $300
       million of secured debt), and (y) the right to participate
       in the New Second Lien Term Loan;

(iii) all the Company's outstanding shares will be cancelled and
       extinguished, and no holder of an Equity Interest in Rotech
       shall receive a distribution on account thereof; and

  (iv) trade creditors and vendors who agree to maintain or
       reinstate payment terms as existing prior to the
       Commencement Date shall be paid in full upon the effective
       date of the Plan.

Other unsecured claims will be paid their Pro Rata Share of
$1,500,000 and except as otherwise set forth in the Plan.

A full-text copy of the Amended Disclosure Statement is available
at http://bankrupt.com/misc/ROTECH_AmendedDS_05312013.pdf

                    About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.


SAI SIDHIVINAYAK: Case Summary & 17 Unsecured Creditors
-------------------------------------------------------
Debtor: Sai Sidhivinayak, Inc.
          dba Legacy Inn & Suites
        2120 East Steve Owen Boulevard
        Miami, OK 74354

Bankruptcy Case No.: 13-11359

Chapter 11 Petition Date: June 5, 2013

Court: United States Bankruptcy Court
       Northern District of Oklahoma (Tulsa)

Judge: Dana L. Rasure

Debtor's Counsel: Thomas A. Creekmore, III, Esq.
                  HALL, ESTILL et al
                  320 South Boston Avenue, Suite 400
                  Tulsa, OK 74103-3704
                  Tel: (918) 594-0467
                  Fax: (918) 594-0505
                  E-mail: tcreekmore1@hallestill.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 17 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/oknb13-11359.pdf

The petition was signed by Mihir Gandhi, president.


SALON MEDIA: David Daley is Interim Editor-In-Chief
---------------------------------------------------
The Board of Directors of Salon Media Group, Inc., accepted the
resignation of Mr. Kerry Lauerman as the Company's Editor-In-Chief
and appointed Mr. David Daley to serve as the Company's Interim
Editor-In-Chief, in place of Mr. Lauerman, in each case effective
as of June 5, 2013.

Mr. Daley, age 42, began his employment with the Company on
July 18, 2011, as Senior Culture Editor and was promoted on
March 1, 2012 to Executive Editor.  He previously served for five
years at the Louisville Courier-Journal as both the Lifestyles
Manager and Editor-In-Chief of the weekly Velocity newspaper.
Prior to this, Mr. Daley served as Features Editor for one year at
Details Magazine, and as Politics/Culture Reporter and Arts Editor
at the Hartford Courant and (Westchester, New York) Journal News.
Mr. Daley's holds a bachelors degree in Political Science from
Boston College and a masters degree in Journalism from the
University of North Carolina at Chapel Hill.  In his new role as
Interim Editor-In-Chief, Mr. Daley's salary will be $110,000,
effective June 5, 2013.

                         About Salon Media

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.

The Company reported a net loss of $4.09 million for the
year ended March 31, 2012, a net loss of $2.58 million for fiscal
2011, and a net loss of $4.86 million for fiscal year 2010.
The Company's balance sheet at Dec. 31, 2012, showed $1.39 million
in total assets, $17.03 million in total liabilities and a $15.64
million total stockholders' deficit.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended March 31, 2012.  The
independent auditors noted that the Company has suffered recurring
losses and negative cash flows from operations and has an
accumulated deficit of $112.5 million at March 31, 2012, which
raise substantial doubt about the Company's ability to continue as
a going concern.


SAN BERNARDINO, CA: CalPERS Fights to Disqualify Winston & Strawn
-----------------------------------------------------------------
Kathryn Brenzel of BankruptcyLaw360 reported that the California
Public Employees' Retirement System defended its efforts to
disqualify Winston & Strawn LLP from Chapter 9 bankruptcies in two
California cities, arguing a creditor had misinterpreted
California law when it said side-switching at the law firm didn't
represent an "extreme" conflict.

According to the report, CalPERS took issue last month with five
attorneys hired by Winston who previously represented it in the
bankruptcies of Stockton and San Bernardino, Calif., only to then
perform services for Creditor National Public Finance Guarantee
Corp. in the same proceedings.

                   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.


SAN BERNARDINO, CA: Suit to Protect Taxes Faces Dismissal
---------------------------------------------------------
Katy Stech writing for Dow Jones' DBR Small Cap reports that
California's top accountant is asking Judge Meredith Jury, who's
handling San Bernardino's Chapter 9 bankruptcy case, to stay out
of the dispute over whether the struggling 210,000-resident city
improperly diverted more than $500 million in restricted money.

                   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.


SANUWAVE HEALTH: Copy of Presentation to Investors
--------------------------------------------------
SANUWAVE Health, Inc., posted to its corporate Web site a
presentation to be given by the management of the Company to
investors to provide an overview of the Company.  A copy of
management's presentation slides is available for free at:

                        http://is.gd/aLr39a

                       About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

BDO USA, LLP, in Atlanta, Georgia, 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, has a net
working capital deficit, and is economically dependent upon future
issuances of equity or other financing to fund ongoing operations,
each of which raise substantial doubt about its ability to
continue as a going concern.

SANUWAVE Health reported a net loss of $6.40 million on $769,217
of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $10.23 million on $802,572 of revenue in 2011.
The Company's balance sheet at March 31, 2013, showed $2.33
million in total assets, $13.64 million in total liabilities and a
$11.31 million total stockholders' deficit.


SANUWAVE HEALTH: Enrolls First Diabetic Foot Ulcer Patient
----------------------------------------------------------
SANUWAVE Health, Inc., reported that the first patient has been
enrolled and begun treatment in the supplemental Phase III
clinical trial of the Company's dermaPACE(R) device for treating
diabetic foot ulcers.  The clinical trial is designed to enroll a
minimum of 90 patients at up to 20 U.S. sites.

"Enrolling and treating the first patient is an important
milestone in our efforts to bring the CE Marked dermaPACE device
to the U.S. market," commented Joseph Chiarelli, chief executive
officer of SANUWAVE.  "We expect to show, through a successful
trial, that the dermaPACE device can offer significant benefits
over current therapies for diabetic foot ulcers.  It is a simple,
comfortable, and unobtrusive treatment option.  As a result of our
successful investigator meeting a few weeks ago, many of the 20
clinical sites currently have patients under-going the initial
screening process required for enrollment in the dermaPACE study."

"I am encouraged by the possibilities offered for patients by this
simple yet innovative technology in treating chronic diabetic foot
ulcers," commented Dr. Gilbert Weiner, Executive Medical Director-
Principal Investigator at Advanced Pharma CR, LLC, which is
located in Florida and one of the Company's clinical trial sites.
"Diabetic foot ulcers are a common debilitating problem among
patients with diabetes.  I would welcome a cost effective method
that promotes the natural healing process of patients who have
chronic, non-healing ulcers."

                        About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

BDO USA, LLP, in Atlanta, Georgia, 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, has a net
working capital deficit, and is economically dependent upon future
issuances of equity or other financing to fund ongoing operations,
each of which raise substantial doubt about its ability to
continue as a going concern.

SANUWAVE Health reported a net loss of $6.40 million on $769,217
of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $10.23 million on $802,572 of revenue in 2011.
The Company's balance sheet at March 31, 2013, showed $2.33
million in total assets, $13.64 million in total liabilities and a
$11.31 million total stockholders' deficit.


SUPERMEDIA INC: Judge Won't Give Idearc Creditors Jury Trial
------------------------------------------------------------
Jess Davis of BankruptcyLaw360 reported that a Texas federal judge
rejected an attempt by creditors for the bankrupt former phone
directory company Idearc Inc. to secure a jury trial for their
challenge to the value of the company at the time of its $9.9
billion spinoff from Verizon Communications Inc.

According to the report, U.S. Bank NA, litigation trustee for
Idearc's creditors, filed a motion asking U.S. District Judge Joe
A. Fish to amend an earlier decision that struck the creditors'
jury demand.

The case is U.S. Bank National Association v. Verizon
Communications Inc et al, Case No. 3:10-cv-01842 (N.D.Tex.).

                         About SuperMedia

Headquartered in D/FW Airport, Texas, SuperMedia Inc., formerly
known as Idearc, Inc., is a yellow pages directory publisher in
the United States. Its portfolio includes the Superpages
directories, Superpages.com, digital local search resource on both
desktop and mobile devices, the Superpages.com network, which is a
digital syndication network, and its Superpages direct mailers.
SuperMedia is the official publisher of Verizon, FairPoint and
Frontier print directories in the markets in which these companies
are the incumbent local telephone exchange carriers.  Idearc was
spun off from Verizon Communications, Inc., in 2006.

At Dec. 31, 2012, SuperMedia had approximately 3,200 employees, of
which approximately 950 or 30% were represented by unions.

SuperMedia and three affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-10545) on March 18, 2013, to
effectuate a merger of equals with Dex One Corp.  SuperMedia
disclosed total assets of $1.4 billion and total debt of $1.9
billion.

Morgan Stanley & Co. LLC is acting as financial advisors to
SuperMedia, and Cleary Gottlieb Steen & Hamilton LLP and Young
Conaway Stargatt & Taylor, LLP are acting as its legal counsel.
Fulbright & Jaworski L.L.P is special counsel.  Chilmark Partners
Is acting as financial advisor to SuperMedia's board of directors.
Epiq Systems serves as claims agent.

This is also SuperMedia's second stint in Chapter 11.  Idearc and
its affiliates filed for Chapter 11 protection (Bankr. N.D. Tex.
Lead Case No. 09-31828) in March 2009 and emerged from bankruptcy
in December 2009, reducing debt from more than $9 billion to
$2.75 billion.


SERVICE CORP: Stewart Guarantee Creates Sr. Unsecured Obligation
----------------------------------------------------------------
Moody's Investors Service said Service Corporation International,
Inc.'s offer to guarantee Stewart Enterprises, Inc.'s $200 million
senior unsecured notes due 2019 will give the Stewart notes an
identical senior unsecured claim on SCI as the existing SCI bonds.
The guaranty would not be in place until SCI completes its
acquisition of Stewart, which could take until early 2014 to
complete.

Moody's carries these ratings on the two companies involved in
this transaction:

- Service Corporation International, Long Term Rating Ba2
- Stewart Enterprises, Inc., Long Term Rating Ba3

SCI is North America's largest provider of funeral, cemetery and
cremation products and services. The company operates an industry-
leading network of 1,429 funeral service locations and 374
cemeteries, which includes 215 funeral service/cemetery
combination locations. Stewart is the second largest provider of
funeral and cemetery products and services in the United States.
As of January 31, 2013, the company owned and operated 217 funeral
homes and 141 cemeteries in 24 states within the United States and
Puerto Rico.


SHILO INN: Has Access to Cash Collateral Until July 30
------------------------------------------------------
Shilo Inn, Twin Falls, LLC, and its affiliates won interim
approval of their request to use cash collateral in accordance
with a budget.

Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013.
Judge Richard M. Neiter presides over the case.  Shilo Inn, Twin
Falls estimated assets of at least $10 million and debts of at
least $1 million.

Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn,
Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake,
Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a
hotel.  California Bank and Trust is the primary, senior secured
lender for each of the Debtors.

The Debtors sought Chapter 11 protection after CBT on May 1, 2013,
filed for receiverships in district court.

The Debtors intends to use cash collateral to pay expenses of
maintaining and operating the hotels.  The Debtors aver that CBT
and other secured creditors are adequately protected by the use of
cash collateral.  Additionally, CBT is protected by equity
cushions and by the continuing management and operation of the
hotels by Shilo Management Corporation.

The interim order provides that CBT will be afforded replacement
liens on the postpetition rents, revenues, issues and profits of
each of the Debtors.  The Debtors will also make monthly adequate
protection payments to CBT at 5 percent interest per annum based
on the outstanding principal balance of each Debtor's first
priority real property secured loan.  The monthly adequate
protection payments will be as follows:

                                         Monthly Adequate
                                        Protection Payment
    Debtor                                   Amount
    ------                                   ------
Shilo Inn, Boise Airport, LLC               $15,458
Shilo Inn, Moses Lake Inc.                  $11,811
Shilo Inn, Nampa Blvd, LLC                   $5,217
Shilo Inn, Newberg, LLC                      $6,570
Shilo Inn, Rose Garden, LLC                  $5,975
Shilo Inn, Seaside East, LLC                 $7,729
Shilo Inn, Twin Falls, LLC                  $23,188
                                            -------
      Total                                 $75,948

A final hearing on the motion is slated for July 30, 2013 at 11:30
a.m.


SLM CORP: Breakup No Impact on Sallie Mae's Student Loan Ratings
----------------------------------------------------------------
The breakup of SLM Corporation is unlikely to have an adverse
impact on Sallie's FFELP or private student loan ABS ratings in
the near term, according to Fitch Ratings.

Following its recently announced split into two publicly traded
companies, Fitch's ABS group last week conducted an on-site visit
with SLM and discussed the company's transition plans with senior
management of its loan servicing operations. While details are
still evolving at this point, Fitch expects that servicing
disruptions as a result of the split to be minimal.

As per SLM's split, the education loan management business will
service FFELP and U.S. Department of Education student loan assets
and continue to own legacy private student loans. The other
entity, a consumer banking business, will originate and service
new private student loans currently branded as the Smart Option
Student Loan program. The consumer banking business is also
expected to service the legacy private student loans owned by the
education loan management entity.

Shortly after last week's announcement, Fitch downgraded SLM's
long- and short-term IDRs to 'BB+/B' from 'BBB-/F3' and placed the
ratings on Rating Watch Negative. Fitch cited a weakened credit
profile as SLM would no longer benefit from the private loan
origination and servicing businesses, along with concerns on the
uncertainty of SLM's future strategy, as primary factors behind
its rating downgrade.

As with any significant business reorganizations, new issues may
arise and plans and strategies may change. Fitch will monitor and
comment further as more information becomes available.

Based on Fitch's counterparty criteria, servicers that don't
advance fund are not considered direct counterparties. Therefore
there is no direct linkage between servicer's ratings and ABS
ratings. That said, Fitch monitors servicers' financial health
closely. A back-up servicing plan is desired in cases where Fitch
believes the servicer presents a going concern risk to any ABS
transaction.


SOUND SHORE: Wins Interim OK of $33-Mil. of DIP Loans
-----------------------------------------------------
Sound Shore Medical Center of Westchester and its debtor-
affiliates sought and obtained interim authority from the
bankruptcy court to obtain postpetition financing from MidCap
Financial, LLC, and access cash collateral.

A final hearing is slated for June 25, 2013 at 10:00 a.m.
(prevailing Eastern time).  Objections are due June 18.

A copy of the Interim DIP Order is available for free at:
http://bankrupt.com/misc/Sound_Shore_Interim_DIP_Order.pdf

The Debtors say that access to DIP financing and the use of cash
collateral are essential to ensure that the Debtors can fund their
postpetition operating requirements, and preserve and maintain
their properties and the infrastructure of their businesses
pending a sale of the assets.

Under the DIP credit agreement, MidCap will make cash advances and
other extensions of credit in an amount not to exceed $33 million
on a revolving credit ($23 million) and term basis ($10 million).

The proceeds of the DIP facility will be used to repay the
prepetition revolving obligations owing to MidCap ($16.2 million),
pay prepetition term loan obligations as they become due (total
$5.8 million), and to fund the costs and expenses associated with
the Chapter 11 cases.

Upon interim approval of the DIP financing, the initial loans and
advances will be used for the Debtors' working capital needs and
operating requirements.  Upon final approval of the DIP facility,
the Debtors will use proceeds of the DIP revolving facility to
refinance the prepetition revolving loan obligations.

The DIP financing will mature in 12 months from the date of
closing.

                     About Sound Shore Medical

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on
May 29, 2013, in White Plains, New York.

The Debtors are the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

The Debtors tapped Garfunkel Wild, P.C. as counsel; Alvarez &
Marsal Healthcare Industry Group, LLC, as financial advisors; and
GCG Inc., as claims agent.

Montefiore, the proposed purchaser of the assets, is represented
by Togut, Segal & Segal LLP.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.

Revenue of $241.8 million in 2012 resulted in an operating loss of
$16.4 million.


SOUND SHORE: Wins Approval for GCG as Claims Agent
--------------------------------------------------
Sound Shore Medical Center of Westchester and its debtor-
affiliates won approval from the Bankruptcy Court to employ GCG
Inc., as claims agent.

The Debtors have not yet filed their schedules of assets and
liabilities but they anticipate that there will be in excess of
3,000 entities to be noticed.  In view of the number of
anticipated claimants, the Debtors submit that appointment of a
claims and noticing agent is both necessary and the best interest
of both the Debtors' estates and their creditors.  GCG received a
retainer of $30,000.

GCG has agreed to provide discounted hourly rates and agreed to
cap the highest hourly rate at $295:

   Position                                Discounted Rate
   --------                                ---------------
Administrative and Claims Control            $45 to $55
Project Administrators                       $70 to $85
Quality Assurance Staff Consultant           $80 to $125
Project Supervisors                          $95 to $110
Systems, Graphic Support & Tech Staff       $100 to $200
Project Managers and Sr. Project Managers   $125 to $175
Directors and Asst. Vice Presidents         $200 to $295
Vice Presidents and above                       $295

For its noticing services, GCG will charge $50 per 1,000 e-mails,
and $0.10 per page for facsimile noticing.  For its claims
administration services, GCG will charge $0.15 per claim for
association of claimants' names and addresses to the database, and
will bill at its discounted hourly rates for processing of claims.
For solicitation and processing of ballots, GCG will also charge
at its discounted hourly rates.

                     About Sound Shore Medical

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought Chapter
11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on May 29,
2013, in White Plains, New York.

The Debtors are the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

The Debtors tapped Garfunkel Wild, P.C. as counsel; Alvarez &
Marsal Healthcare Industry Group, LLC, as financial advisors; and
GCG Inc., as claims agent.

Montefiore, the proposed purchaser of the assets, is represented
by Togut, Segal & Segal LLP.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.

Revenue of $241.8 million in 2012 resulted in an operating loss of
$16.4 million.


STEWART ENTERPRISES: S&P Raises Unsecured Debt Rating to 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its rating on
cemetery and funeral operator Stewart Enterprises Inc.'s unsecured
debt to 'BB' from 'BB-' and removed it from CreditWatch with
developing implications, where S&P placed it on May 30, 2013.
This follows SCI's announcement that they will guarantee Stewart's
$200 million senior notes.

As a result, S&P revised the recovery rating on Stewart's
unsecured notes to '4' indicating average recovery in the event of
a payment default from '5'.  S&P anticipates the company will
refinance the existing convertible notes with new debt issued by
SCI and that it will withdraw its ratings on Stewart after the
transaction closes.

"The ratings on Stewart reflects its existing "fair" business risk
profile supported its number two position as a U.S. deathcare
provider in the highly fragmented, mature death care industry,
with limited growth prospects," said credit analyst Tahira Wright.
"The company has signed a definitive agreement to be acquired by
SCI in late May 2013.  We do not expect the transaction to be
complete until late 2013/early 2014.  The combined companies will
have about 17% market share of the deathcare industry.  The
planned acquisition does not impact Stewart's business risk.  Pro
forma the acquisition we view the SCI's business risk profile as
fair."

S&P's stable rating outlook on Stewart reflects sustained
operating trends and the pending acquisition by SCI.  S&P expects
to withdraw its ratings upon completion of the transaction.

A downgrade could be possible if S&P believes adjusted debt-to-
EBITDA will increase to a sustained level above 4.0x.  However,
S&P expects the company will not incur any additional debt
borrowings to support growth opportunities given the definitive
agreement to be acquired by SCI.

A upgrade is also unlikely over the near term due to its limited
growth prospects, and S&P's expectation that the company will
become a subsidiary of SCI within the next six to nine months.


SUNRISE REAL ESTATE: Incurs $1.3 Million Net Loss in 1st Quarter
----------------------------------------------------------------
Sunrise Real Estate Group, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $1.33 million on $2.11 million of net
revenues for the three months ended March 31, 2013, as compared
with a net loss of $1.38 million on $1.71 million of net revenues
for the same period during the prior year.

As of March 31, 2013, the Company had $50.79 million in total
assets, $46.81 million in total liabilities and $3.98 million in
total shareholders' equity.

"As of March 31, 2013, the Company had a working capital
deficiency of $8,765,061, an accumulated deficit from recurring
net losses of $14,704,335 and short-term debt obligations in the
principal amount of $4,638,387 that are currently in default and
obligations of $31,012,379 is due in the coming twelve months or
payable on demand.  Included in the $31,012,379 short-term loans,
$18,950,693 of the bank loan can be extended after the due date as
explained in Note 10 to the accompany consolidated financial
statements.  In addition, the Company is now in default under a
loan in the principal amount of $159,158 that was due on June 3,
2013 to an unaffiliated party and a loan in the principal amount
of $1,084,720 that was due on June 1, 2013 to Lin Chi Jung.  These
factors raise substantial doubts about the Company's ability to
continue as a going concern."

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

                        http://is.gd/By628C

                     About Sunrise Real Estate

Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. was initially incorporated in Texas on
Oct. 10, 1996, under the name of Parallax Entertainment, Inc.
On Dec. 12, 2003, Parallax changed its name to Sunrise Real
Estate Development Group, Inc.  On April 25, 2006, Sunrise Estate
Development Group, Inc., filed Articles of Amendment with the
Texas Secretary of State, changing the name of Sunrise Real Estate
Development Group, Inc. to Sunrise Real Estate Group, Inc.,
effective from May 23, 2006.

The Company and its subsidiaries are engaged in the property
brokerage services, real estate marketing services, property
leasing services and property management services in China.

Sunrise Real Estate incurred a net loss of US$3.47 million on
US$8.52 million of net revenues for the year ended Dec. 31, 2012,
as compared with a net loss of US$1.15 million on US$8.97 million
of net revenues for the year ended Dec. 31, 2011.

Finesse CPA, P.C., in Chicago, Illinois, 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 a working capital deficiency, accumulated deficit
from recurring net losses for the current and prior years, and
significant short-term debt obligations currently in default or
maturing in less than one year.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


TELETOUCH COMMUNICATIONS: Stratford Put Option Extended to 2014
---------------------------------------------------------------
TLL Partners, L.L.C., Stratford Capital Partners, L.P., and Retail
& Restaurant Growth Capital, L.P., on Aug. 18, 2011, entered into
the Put and Call and Transfer Restriction Agreement whereby, among
other things, TLL Partners granted Stratford and RRGC the
Stratford/RRGC Put Option during the Stratford/RRGC Put Option
Period.

On Dec. 7, 2012, TLL Partners, Stratford and RRGC entered into the
Amendment No. 1 to Put and Call and Transfer Restriction Agreement
whereby the parties amended the Put Agreement in order to extend
the Stratford/RRGC Put Option Period to 11:59 p.m. Dallas, Texas
time on Jan. 18, 2013.  Also, on Jan. 16, 2013, TLL Partners,
Stratford and RRGC entered into the Amendment No. 2 to Put and
Call and Transfer Restriction Agreement whereby the parties
amended the Put Agreement in order to extend the Stratford/RRGC
Put Option Period to 11:59 p.m. Dallas, Texas time on March 1,
2013.  On Feb. 15, 2013, TLL Partners, Stratford and RRGC entered
into the Amendment No. 3 to Put and Call and Transfer Restriction
Agreement whereby the parties amended the Put Agreement in order
to extend the Stratford/RRGC Put Option Period to 11:59 p.m.
Dallas, Texas time on May 30, 2013.  On May 30, 2013, TLL
Partners, Stratford and RRGC entered into the Amendment No. 4 to
Put and Call and Transfer Restriction Agreement whereby the
parties amended the Put Agreement in order to extend the
Stratford/RRGC Put Option Period to 11:59 p.m. Dallas, Texas time
on Feb. 28, 2014.

A copy of the regulatory filing is available for free at:

                        http://is.gd/S6bKVY

                          About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.

BDO USA, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statement for the year
ended May 31, 2012.  The independent auditors noted that the
Company has increasing working capital deficits, significant
current debt service obligations, a net capital deficiency along
with current and predicted net operating losses and negative cash
flows which raise substantial doubt about its ability to continue
as a going concern.

For the nine months ended Feb. 28, 2013, the Company incurred a
net loss of $622,000 on $14.94 million of total operating
revenues, as compared with net income of $4 million on $19.02
million of total operating revenues for the nine months ended
Feb. 29, 2012.  The Company's balance sheet at Feb. 28, 2013,
showed $10.38 million in total assets, $16.91 million in total
liabilities and a $6.53 million total shareholders' deficit.


TELKONET INC: Has $2 Million Revolving Facility with Bridge Bank
----------------------------------------------------------------
Telkonet, Inc., entered into a Revolving Credit Facility with
Bridge Bank, N.A., in a principal amount not to exceed $2,000,000.
The Agreement is subject to a borrowing base that is equal to the
sum of 80 percent of the Company's eligible accounts receivable
and 25 percent of the eligible inventory.  The Agreement is
available for working capital and other lawful general corporate
purposes.  The outstanding principal balance of the facility bears
interest at Prime Rate plus 2.75.

The Company is subject to certain financial covenants under the
Agreement, consisting of a minimum asset coverage ratio of not
less than 1.50:1.0 and minimum revenue and net income of at least
75 percent of the operating projections approved by the Company's
board of directors.  The Agreement contains other representations
and warranties, covenants, events of default, and other provisions
customary to transactions of this nature.

Pursuant to the Agreement and the Intellectual Property Security
Agreement, the Company granted to the Bank a security interest in
all of its assets to secure its obligations under the Agreement.

                          New Accountants

The Audit Committee of the Board of Directors of Telkonet, Inc.,
dismissed Baker Tilly Virchow Krause, LLP, as the Company's
independent registered public accounting firm, and appointed BDO
USA, LLP, as the Company's new independent registered public
accounting firm.

Baker Tilly's reports on the Company's consolidated financial
statements for each of the fiscal years ended Dec. 31, 2012, and
2011 did not contain an adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to audit scope, or
accounting principle, except that the reports of Baker Tilly on
the Company's consolidated financial statements for each of fiscal
year 2012 and fiscal year 2011 contained an explanatory paragraph,
which noted that there was substantial doubt about the Company's
ability to continue as a going concern.

During the fiscal years ended Dec. 31, 2012, and 2011, and the
subsequent interim period through June 3, 2013, there were no
disagreements between the Company and Baker Tilly on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements,
if not resolved to Baker Tilly's satisfaction, would have caused
them to make reference to the subject matter of the disagreement
in connection with their reports on the financial statements of
the Company for such years.

In connection with its audit of the Company's consolidated
financial statements for the years ended Dec. 31, 2012, and 2011,
Baker Tilly noted in its required communications to the Company
and the Audit Committee of the Board of Directors that they had
found material weaknesses in the Company's internal control over
financial reporting, noting internal controls necessary for the
company to develop reliable financial statements did not exist .
No other reportable events described in Item 304(a)(1)(v) of
Regulation S-K occurred during the fiscal years ended Dec. 31,
2012, and 2011 or during the subsequent interim period through
June 3, 2013.

During the fiscal years ended Dec. 31, 2012, and 2011, and the
subsequent interim period through June 3, 2013, the Company did
not consult with BDO regarding any of the matters or events set
forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

                           About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc., is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

Telkonet disclosed net income of $390,080 on $12.75 million of
total net revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $1.90 million on $11.18 million of total net
revenue during the prior year.

Baker Tilly Virchow Krause, LLP, in Milwaukee, Wisconsin, issued
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has a history of operating losses
and negative cash flows from operations, and an accumulated
deficit of $117,954,116 that raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at March 31, 2013, showed $14.56
million in total assets, $5.36 million in total liabilities, $3.43
million in total redeemable preferred stock, and $5.75 million in
total stockholders' equity.


THQ INC: Closes Sale of Assets; Appoints New President
------------------------------------------------------
In connection with its ongoing Chapter 11 case in the U.S.
Bankruptcy Court for the District of Delaware, THQ Inc. conducted
a Section 363 auction for the sale of certain of the Company's
assets.  As a result of the Auction, the Company and 505 Games
Srl, as purchaser, entered into an Asset Purchase Agreement dated
as of April 18, 2013, pursuant to which the Company agreed to sell
substantially all of its assets primarily related to Drawn to Life
and Drawn to Life: The Next Chapter to 505 Games pursuant to,
inter alia, Sections 363 and 365 of the U.S. Bankruptcy Code.

Pursuant to the terms of the 505 Games Asset Purchase Agreement,
the aggregate consideration received by the Company was comprised
of cash in the amount of $301,000 and the assumption of certain
liabilities by 505 Games.  On May 31, 2013, the Company completed
the disposition of the 505 Games Assets to 505 Games.

Closing of the Gearbox Transaction

Also as a result of the Auction, the Company and Gearbox Software,
LLC, as purchaser, entered into an Asset Purchase Agreement dated
as of April 19, 2013, pursuant to which the Company agreed to sell
substantially all of its assets primarily related to Homeworld to
Gearbox pursuant to, inter alia, Sections 363 and 365 of the
Bankruptcy Code.

Pursuant to the terms of the Gearbox Asset Purchase Agreement, the
aggregate consideration received by the Company was comprised of
cash in the amount of $1,350,000 and the assumption of certain
liabilities by Gearbox.  On May 31, 2013, the Company completed
the disposition of the Gearbox Games Assets to Gearbox.

Closing of the Nordic Games Transaction

Also as a result of the Auction, the Company and Nordic Games
Licensing AB, as purchaser, entered into an Asset Purchase
Agreement dated as of April 22, 2013, pursuant to which the
Company agreed to sell substantially all of its assets primarily
related to Darksiders, Red Faction, MX, other owned software
(including Destroy all Humans! and Summoner) and other licensed
software to Nordic Games pursuant to, inter alia, Sections 363 and
365 of the Bankruptcy Code.

Pursuant to the terms of the Nordic Games Asset Purchase
Agreement, the aggregate consideration received by the Company was
comprised of cash in the amount of $4,900,000 and the assumption
of certain liabilities by Nordic Games.  On May 31, 2013, the
Company completed the disposition of the Nordic Games Assets to
Nordic Games.

                   E. Kaufman Appointed President

As of Feb. 15, 2013, the Board of Directors of the Company
appointed Edward L. Kaufman, age 54, President of the Company.
Mr. Kaufman is also currently the Company's Corporate Secretary, a
position he has held since his appointment in September 2009.
Prior to his appointment as President, Mr. Kaufman had served as
the Company's Executive Vice President, Business and Legal Affairs
since his appointment in September 2009.  Mr. Kaufman's extensive
career includes more than 15 years in senior legal management
roles at leading media, entertainment and consumer product
companies.  Most recently, Mr. Kaufman was Executive Vice
President, General Counsel and Secretary of World Wrestling
Entertainment, Inc., which he joined in 1997.

For services rendered and to be rendered from the date of his
election as President of the Company through Aug. 31, 2013, or
such earlier date as his employment may be terminated, Mr.
Kaufman's base salary was increased to $467,500 per year.  Subject
to his continued employment with the Company or a liquidating
trust established under any Chapter 11 plan for the Company and
certain of its subsidiaries, Mr. Kaufman will receive (i) a cash
bonus in the amount of $150,000 if the aggregate cash available
for distribution to general unsecured creditors under the Plan
exceeds $60 million and (ii) 1 percent of the aggregate cash
available for distribution to general unsecured creditors in
excess of $60 million.

                           About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.

Before bankruptcy, Clearlake signed a contract to buy Agoura THQ
for a price said to be worth $60 million.  After a 22-hour auction
with 10 bidders, the top offers brought a combined $72 million
from several buyers who will split up the company. Judge Walrath
approved the sales in January.  Some of the assets didn't sell,
including properties the company said could be worth about $29
million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


TITAN PHARMACEUTICALS: First Eagle Had 4% Equity Stake at May 31
----------------------------------------------------------------
First Eagle Investment Management, LLC, disclosed in an amended
regulatory filing with the U.S. Securities and Exchange Commission
that, as of May 31, 2013, it beneficially owned 4,059,868 shares
of common stock of Titan Pharmaceuticals, Inc., representing 4.78
percent of the shares outstanding.  First Eagle previously
reported beneficial ownership of 7,446,205 common shares or a 9.9
percent equity stake as of Dec. 31, 2012.  A copy of the amended
Schedule 13G is available for free at http://is.gd/1yGs4C

                    About Titan Pharmaceuticals

South San Francisco, California-based Titan Pharmaceuticals is a
biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system disorders.

The Company's balance sheet at March 31, 2013, the Company's
balance sheet showed $23.53 million in total assets, $26.58
million in total liabilities and a $3.04 million total
stockholders' deficit.

Titan Pharmaceuticals incurred a net loss applicable to common
stockholders of $15.18 million in 2012, as compared with a net
loss applicable to common stockholders of $15.20 million in 2011.


TRIBUNE CO: Asks Judge to OK Fee Mediation with Bond Trustees
-------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that Tribune Co. urged a
Delaware bankruptcy judge to let it begin mediation with a trio of
bond trustees to resolve the continuing fight over fee requests,
with or without the participation of the U.S. trustee.

According to the report, in a letter filed with the court, the
reorganized media giant asked U.S. Bankruptcy Judge Kevin J. Carey
to enter an order enabling the process to proceed, arguing that
the U.S. trustee's refusal to participate unless certain condition
are met should not delay or short-circuit the process.

                         About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
and 110 of its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 08-13141) on Dec. 8, 2008.  The Debtors
proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel,
Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez
& Marsal North America LLC as financial advisors; and Epiq
Bankruptcy Solutions LLC as claims agent.  As of Dec. 8, 2008, the
Debtors listed $7,604,195,000 in total assets and $12,972,541,148
in total debts.  Chadbourne & Parke LLP and Landis Rath LLP served
as co-counsel to the Official Committee of Unsecured Creditors.
AlixPartners LLP served as the Committee's financial advisor.
Landis Rath Moelis & Company served as the Committee's investment
banker.  Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in
Wilmington, Delaware, represented the Committee in connection with
the lawsuit filed against former officers and shareholders for the
2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TNT RENTAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: TNT Rental Tools, LLC
        2558 State Hwy 239
        Kennedy, TX 78119-0000

Bankruptcy Case No.: 13-50634

Chapter 11 Petition Date: June 5, 2013

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette)

Judge: Robert Summerhays

Debtor's Counsel: William C. Vidrine, Esq.
                  VIDRINE & VIDRINE
                  711 West Pinhook Road
                  Lafayette, LA 70503
                  Tel: (337) 233-5195
                  E-mail: williamv@vidrinelaw.com

Scheduled Assets: $1,792,202

Scheduled Liabilities: $1,311,587

A copy of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/lawb13-50634.pdf

The petition was signed by Marcus Thibodeaux, member/officer.


TRIAD GUARANTY: Section 341(a) Meeting Scheduled for July 9
-----------------------------------------------------------
The US Trustee for Delaware has scheduled a Section 341 Meeting of
Creditors in the bankruptcy case of Triad Guaranty Inc. on July 9,
2013, at 1:00 p.m. in Room 5209 of the J. Caleb Boggs Federal
Building, 844 King Street, Wilmington, DE.

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

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

                        About Triad Guaranty

Winston-Salem, N.C-based Triad Guaranty Inc. (OTC BB: TGIC)
-- http://www.triadguaranty.com/-- is a holding company that
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation.  TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.

In December 2012, the Company's mortgage insurer subsidiary, Triad
Guaranty Insurance Corporation, was placed into rehabilitation,
whereby the Illinois Department of Insurance was vested with
possession and control over all of TGIC's assets and operations.

On May 30, 2013, the magistrate judge for the U.S. District Court
of the Middle District of North Carolina issued an order denying
the Company's motion to dismiss a class action lawsuit against the
company and two of its former officers. Shareholders filed the
class action suit in 2009, claiming the company misled investors
about poor financial results caused by improper underwriting
procedures.

Triad Guaranty Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11452) on June 3, 2013.  The Company estimated assets
of at least $100 million and liabilities of less than $50,000.

Attorneys at Womble Carlyle Sandridge & Rice, LLP, serve as
counsel to the Debtor.

The Debtor says in court filings that it has no significant
operating activities and limited remaining cash and other assets
on hand.  The Debtor has been exploring various strategic
alternatives, and will continue to do so from and after the
Petition Date.

The Debtor says that expenses primarily consist of legal fees,
fees paid to its board, annual premiums for directors' and
officers' liability insurance and general operating expenses.  The
expenses range from $100,000 to $500,000 per quarter.  Unless the
expenses are reduced, the Debtor expects to deplete all of its
remaining cash by the end of 2013 or earlier.


UNIGENE LABORATORIES: Re-Borrows $500,000 of Sale Proceeds
----------------------------------------------------------
Unigene Laboratories, Inc., on June 3, 2013, entered into a letter
agreement with Victory Park Management, LLC, as agent for Victory
Park Credit Opportunities, L.P., Victory Park Credit Opportunities
Intermediate Fund, L.P., VPC Fund II, L.P., and VPC Intermediate
Fund II (Cayman), L.P., pursuant to which the Lenders agreed to
re-loan to Unigene the remaining $500,000 of the sale proceeds
previously received from Nordic Bioscience Clinical Development
A/S upon the sale of Unigene's interest in a joint development
vehicle and used to make a mandatory prepayment of the Lenders'
notes.  The transaction was effected notwithstanding (i) the
failure of Unigene to satisfy the conditions precedent to that re-
loan as set forth in that certain amended and restated letter
agreement, dated as of May 14, 2013, by and between the Agent and
the Borrower, and (ii) the existence of one or more continuing
events of default under the transaction documents with the
Lenders, as described in the notice sent by the Agent to Unigene
on May 22, 2013.  The Re-Loan Letter provides that the conversion
price of the existing notes held by the Lenders will not be
adjusted under Section 2(e) of such notes solely as a result of
the issuance and delivery of the promissory note evidencing the
re-loan of the remaining $500,000 of the Nordic sale proceeds.

On June 3, 2013, the Company issued to VPC Fund II, L.P., upon the
terms and conditions stated in the Second Amendment to Amended and
Restated Financing Agreement, by and among the Company, the Agent
and the Lenders, a senior secured convertible note in the
aggregate principal amount of $500,000.  The maturity date of the
Re-Loan Note is June 7, 2013.  The Re-Loan Note will accrue
interest at a rate per annum equal to the greater of (x) the prime
rate (announced by Citibank N.A. from time to time) plus 5 percent
and (y) 15 percent, which, in the absence of an event of default,
accrued and unpaid interest due and payable with respect to the
Re-Loan Note will, instead of being required to be paid in cash,
shall be capitalized and added to the outstanding principal
balance of the Re-Loan Note payable on the maturity date;
provided, however, in the event of a default (such as currently
exists, as described in the Company's SEC filings, including the
Annual Report on Form 10-K for the year ended Dec. 31, 2012), the
Re-Loan Note will accrue interest at the default interest rate per
annum equal to eighteen percent (18 percent).

The Re-Loan Note is convertible into shares of common stock of the
Company, par value $0.01 per share, at the lender's option.  The
initial conversion rate for the Re-Loan Note is calculated by
dividing the sum of the principal to be converted plus all accrued
and unpaid interest thereon by $0.09 per share.  The conversion
rate under the Re-Loan Note is subject to adjustment, including a
reduction in the conversion rate in the event the Company issues
certain shares of Common Stock at a purchase price less than the
then current conversion price in the future.

The Company plans to use the proceeds of the Re-Loan Note to fund
certain existing obligations and make insurance payments.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene disclosed a net loss of $34.28 million on $9.43 million of
total revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $7.09 million on $20.50 million of total revenue
during the prior year.  The Company incurred a $32.53 million net
loss in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $11.31
million in total assets, $110.05 million in total liabilities and
a $98.73 million total stockholders' deficit.

Grant Thornton LLP, 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
the Company has incurred a net loss of $34,286,000 during the year
ended Dec. 31, 2012, and, as of that date, has an accumulated
deficit of approximately $216,627,000 and the Company's total
liabilities exceeded total assets by $98,740,000.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                         Bankruptcy Warning

"We had cash flow deficits from operations of $3,177,000 for the
year ended December 31, 2012, $6,766,000 for the year ended
December 31, 2011 and $1,669,000 for the year ended December 31,
2010.  Our cash and cash equivalents totaled approximately
$3,813,000 on December 31, 2012.  Based upon management's
projections, we believe our current cash will only be sufficient
to support our current operations through approximately March 31,
2013.  Therefore, we need additional sources of cash in order to
maintain all or a portion of our operations.  We may be unable to
raise, on acceptable terms, if at all, the substantial capital
resources necessary to conduct our operations.  If we are unable
to raise the required capital, we may be forced to close our
facilities and cease our operations.  If we are unable to resolve
outstanding creditor claims, we may have no other alternative than
to seek protection under available bankruptcy laws.  Even if we
are able to raise additional capital, we will likely be required
to limit some or all of our research and development programs and
related operations, curtail development of our product candidates
and our corporate function responsible for reviewing license
opportunities for our technologies."


UNI-PIXEL INC: Bank of America Held 3,100 Shares at May 31
----------------------------------------------------------
Bank of America Corporation disclosed in an amended regulatory
filing with the U.S. Securities and Exchange Commission that, as
of May 31, 2013, it beneficially owned 3,100 shares of common
stock of Uni-Pixel, Inc., representing 0 percent of the shares
outstanding based upon 12,024,487 shares of Common Stock
outstanding as of April 26, 2013.  Merrill Lynch, Pierce, Fenner &
Smith Incorporated does not own common shares as of May 31.  A
copy of the amended Schedule 13G is available for free at:

                      http://is.gd/LRxdZA

                      About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

Uni-Pixel incurred a net loss of $9.01 million in 2012, as
compared with a net loss of $8.56 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $19.40 million in total
assets, $693,193 in total liabilities and $18.71 million in total
shareholders' equity.

"As of December 31, 2012, we had a cash balance of approximately
$13.0 million and working capital of $12.8 million.  We project
that current cash reserves will sustain our operations through at
least December 31, 2013, and we are not aware of any trends or
potential events that are likely to adversely impact our short
term liquidity through this term.  We expect to fund our
operations with our net product revenues from our commercial
products, cash and cash equivalents supplemented by proceeds from
equity or debt financings, and loans or collaborative agreements
with corporate partners, each to the extent necessary," according
to the Company's annual report for the year ended Dec. 31, 2012.


VILLAGE AT NIPOMO: Asks Court to Keep Rossetti as Manager
---------------------------------------------------------
The Village at Nipomo, LLC, filed at the end of May a motion to
assume a management contract with Rossetti Company Management,
Inc.

Rossetti manages VAN LLC pursuant to an agreement executed on
June 22, 2011.  Rossetti commenced providing services on August 1,
2011. The term of the Rossetti Agreement was initially through
July 31, 2012, but is to be automatically renewed for successive
periods of one year unless terminated by either party upon less
than 60 days' written notice.

The Debtor said in court papers that Rossetti appears to be
reasonably priced and provides very good service and
extraordinarily detailed and comprehensive reports to the members
of VAN LLC, including periodic profit and loss statements, balance
sheets, statements of cash flows, bank statements, and rent rolls.

Edwin F. Moore, the founder of the Debtor, highly recommends that
VAN retain the services of Rossetti as the property manager of the
VAN center.

                     About Village at Nipomo

The Village at Nipomo, LLC, operator of a shopping center in Tefft
and Mary Streets, in Nipomo, California, sought Chapter 11
protection (Bankr. C.D. Cal. Case No. 13-13593) on May 28, 2013.

The company sought bankruptcy protection following efforts by
Pacific Western Bank to appoint a receiver for the Debtor's
commercial shopping center known as "The Village at Nipomo".

VAN LLC was formed by Edwin F. Moore, who is currently a member of
the Debtor, holding a 25 percent interest in the company.  Edwin
Moore and Carolyn W. Moore earlier filed a separate Chapter 11
petition (Case No. 12-15817).  VAN LLC is seeking joint
administration of its case with the Moores' Chapter 11 case, which
is pending before Judge Alan M. Ahart.

VAN LLC estimated at least $10 million in assets and $1 million to
$10 million in liabilities.  The Debtor is represented by Illyssa
I. Fogel & Associates.

The company's list of creditors holding the 20 largest unsecured
claims doesn't contain any entries.


VILLAGE AT NIPOMO: Seeks Joint Administration With Founder's Case
-----------------------------------------------------------------
The Village at Nipomo, LLC, is asking the U.S. Bankruptcy Court
for the District of California to enter an order reassigning its
Chapter 11 case and authorizing the joint administration of its
case with the individual bankruptcy case of Edwin F. Moore and his
spouse Carolyn W. Moore (Case No. 12-15817).

Illyssa I. Fogel, Esq., at Illyssa I. Fogel & Associates, counsel
to VAN, notes that the company was formed by Mr. Moore for the
purpose of developing The Village at Nipomo shopping center.
Mr. Moore was the former managing member and the current
reorganization manager of the Debtor.  He is the holder of a
25 percent membership interest in VAN.  There is no one who knows
more about the history and operations of VAN than Mr. Moore, who
developed and managed the project that is the primary asset of
VAN. Moreover, the primary creditor of this Debtor, Pacific
Western Bank, is also one of the primary creditors of the Moore
estate by virtue of Mr. Moore's personal guaranty of the Pacific
Western Bank debt on the VAN property.

To properly administer their estate, and to preserve one of the
primary assets of the Moore estate, its interest in VAN, as well
as to preserve the Debtor's primary asset, the shopping center,
the Debtor submits that joint administration of this estate with
the Moore estate is necessary and proper under the circumstances,
and in the best interest of creditors in both cases.

                     About Village at Nipomo

The Village at Nipomo, LLC, operator of a shopping center in Tefft
and Mary Streets, in Nipomo, California, sought Chapter 11
protection (Bankr. C.D. Cal. Case No. 13-13593) on May 28, 2013.

The company sought bankruptcy protection following efforts by
Pacific Western Bank to appoint a receiver for the Debtor's
commercial shopping center known as "The Village at Nipomo".

VAN LLC was formed by Edwin F. Moore, who is currently a member of
the Debtor, holding a 25 percent interest in the company.  Edwin
Moore and Carolyn W. Moore earlier filed a separate Chapter 11
petition (Case No. 12-15817).  VAN LLC is seeking joint
administration of its case with the Moores' Chapter 11 case, which
is pending before Judge Alan M. Ahart.

VAN LLC estimated at least $10 million in assets and $1 million to
$10 million in liabilities.  The Debtor is represented by Illyssa
I. Fogel & Associates.

The company's list of creditors holding the 20 largest unsecured
claims doesn't contain any entries.


WECHSLER & CO: Court Confirms Liquidating Plan
----------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York confirmed on May 2, 2013, the first amended
liquidating Chapter 11 plan of Wechsler & Co., Inc.

According to First Amended Disclosure Statement, the Plan provides
for among other things, holders of the allowed secured and
priority tax claims of New York State Department of Taxation and
Finance ($12.0 million) will receive 84.6% of the "plan
distribution fund".  Holders of allowed unsecured claims, other
than NYSDTF, IRS and Norman Wechsler, will receive, in cash, 100%
together with interest at the applicable federal rate of interest
for the week ending during the week of the Effective Date, which
rate is based on a weekly average 1-year constant maturity
Treasury yield.  Norman Wechsler will retain his interests in the
Debtor.

                     About Wechsler & Co., Inc.

Mount Kisco, New York-based Wechsler & Co., Inc., is a private
investment firm that invests in both public and privately held
companies.  The Company filed for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 10-23719) on Aug. 18, 2010.  Jonathan S.
Pasternak, Esq., at Rattet, Pasternak & Gordon Oliver, LLP,
assists the Debtor in its restructuring effort.  The Debtor
estimated assets and debts at $10 million to $50 million as of the
Petition Date.


WESTMINSTER MANOR: Fitch Affirms 'BB+' Revenue Bonds Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on Travis County
Health Facilities Development Corporation's $64.6 million revenue
bonds, series 2010. The bonds are issued on behalf Westminster
Manor.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a pledge of gross revenues, a mortgage
lien on property and a debt service reserve fund.

KEY RATING DRIVERS

STRONG OCCUPANCY: Westminster's location and reputation in the
Austin market has resulted in strong demand and high occupancy
rates. Independent living unit (ILU) occupancy exceeded 96% in
each year since 2000 through fiscal 2011. ILU occupancy decreased
to 91% in fiscal 2012 (Dec. 31 year end) due to the addition of 64
new units. However, occupancy increased to 93.7% at March 31,
2013.

EXPANSION PROJECT: Phase I of the expansion project was completed
in January 2012 on budget and ahead of time with 61 of 64 units
occupied at March 31, 2013. Phase II is expected to be completed
in June 2013 with 10 of the 11 new units sold.

STRESSED BALANCE SHEET: Leverage remains high and unrestricted
liquidity is weak relative to debt, reflecting the impact of the
additional debt incurred in 2010 to fund the expansion project.
However, liquidity remains strong relative to expenses with 518.2
days cash on hand at March 31, 2013.

COMPRESSED PROFITABILITY: Operating profitability exceeded budget.
However, it was compressed in fiscal 2012 relative to historical
results with operating ratio equal to 117.4% versus the budgeted
130.4% and 96.5% in fiscal 2011. The compression was expected and
operations are expected to improve after the expansion is
completed.

RATING SENSITIVITIES

SUCCESSFUL EXECUTION OF EXPANSION: Fitch expects that the
expansion project will continue to be successfully executed and
that operations will stabilize in fiscal 2014. Fitch expects
improvement in both leverage and debt-related metrics upon
completion of the project.

CREDIT PROFILE

The affirmation of the 'BB+' rating reflects the high leverage and
execution risk associated with Westminster's campus expansion. The
high leverage, however, is tempered by strong historical
occupancy, solid historical profitability, and strong demand for
the new units.

Westminster's location and excellent reputation in the Austin
market has resulted in strong demand for services. Since 2000, ILU
occupancy has ranged between 96% - 98% while SNF occupancy has
been above 90% since 2005. ILU occupancy decreased to 91% in
fiscal 2012 reflecting the addition of 64 new expansion units.
However, it rebounded to 93.7% at March 31, 2013, reflecting the
successful fill up of the expansion units.

Phase I of the expansion project was completed on budget and ahead
of schedule on Jan. 18, 2012. As of March 31, 2013, 61 of the 64
expansion ILUs were occupied, well ahead of the feasibility study
forecast. SNF residents were moved into the new facility in April
2012 while the new ALU began operations in June 2012. Total
operating revenues increased 23.4% to $24.6 million in fiscal 2012
from $19.9 million in fiscal 2011 reflecting the fill up of the
phase 1 expansion units.

Phase II of the expansion project began in April 2012 and is
expected to open for operations in July 2013. To date, 10 of the
11 phase II ILUs have been sold.

Liquidity and leverage ratios remain weak due to the additional
debt incurred in 2010 to develop the expansion project. Fitch
expects leverage and liquidity metrics to improve upon successful
completion and stabilization of the new units. Management expects
continued stabilization in 2014 with 406 days cash on hand, 46%
cash to debt and maximum annual debt service (MADS) coverage of
1.75 times (x) per the 2010 feasibility study. Initial entrance
fee receipts were used to pay down approximately $27 million of
debt in fiscal 2012.

Total outstanding debt was $65.4 million at March 31, 2013, 100%
of which is fixed-rate. MADS coverage was solid at 1.4x through
the three months ended March 31, 2013 compared to 1x in fiscal
2012.

Operating profitability compressed in fiscal 2012 but exceeded
budgeted expectations. Net operating margin decreased to 0.6% from
3.5% in fiscal 2011, however it exceeded the 2012 budget of
negative 5.6%. The positive variance to budget was primarily due
to the faster than expected fill up of the new units and lower
than expected expenses. Westminster's 2013 budget projects
operating ratio and net operating margin to equal 114.7% and 6.2%,
respectively. Fitch expects operating profitability to rebound
once the expansion is fully absorbed and operations stabilize.

The Stable Outlook reflects Fitch's expectation that Westminster
will maintain strong occupancy in both the existing and new units.
The Stable Outlook also reflects Fitch's expectations that Phase
II of the expansion project will be completed and filled in a
timely manner and that profitability will improve once the new
units are fully absorbed into operations. Upward rating momentum
is unlikely until operations stabilize subsequent to the
completion of the expansion project.

Westminster Manor is a type-A continuing care retirement community
(CCRC) located in Austin, TX and consists of 320 ILUs, 22 ALUs and
85 SNF units. Total operating revenue equaled $24.6 million in
fiscal 2012. Disclosure practices are excellent. Westminster
covenants to provide annual audited financial statements within
150 days of the end of each fiscal year and quarterly unaudited
financial disclosure within 45 days of each quarter-end.
Management additionally provides detailed monthly disclosure
reports and hosts quarterly investor calls.


WOONSOCKET, RI: Moody's Lowers GOULT Rating to 'B3'
---------------------------------------------------
Moody's Investors Service has downgraded the City of Woonsocket's
(RI) general obligation unlimited tax rating to B3 from B2,
affecting $214.3 million of outstanding debt, including GO-secured
debt issued through the Rhode Island Health and Education Building
Corporation (RIHEBC). The rating is on review for further
downgrade.

Strengths

- State-appointed oversight commission with ability to advance
   state aid revenue

Challenges

- Near-term liquidity strain necessitating likely state aid
   advance

- Very high debt burden and unfunded pension liability

- High and increasing fixed costs

What could make the rating go up?

- Improvement in liquidity and reduced dependence on state aid
   advances

- Multi-year reduction in accumulated deficit in the School Fund

- Progress toward addressing the large unfunded pension
   liability

What could make the rating go down?

- Inability to secure state aid advance in order to meet near-
   term debt service payments

- Continued severe liquidity strain

- Deepening of accumulated deficit in the School Fund

The principal methodology used in this rating was General
Obligation Bonds Issued by US Local Governments published in April
2013.


WREN ALEXANDER: Must Forfeit Land to Fulfill $173MM IRS Claim
-------------------------------------------------------------
David McAfee of BankruptcyLaw360 reported that the Fifth Circuit
found that bankrupt Wren Alexander Investments LLC must forfeit a
551-acre tract of land in Texas that was sold to it by an indebted
third party, saying Wren couldn't provide evidence to overcome a
$173 million Internal Revenue Service claim on the property.

According to the report, Wren filed bankruptcy in 2008, shortly
after it acquired the property from United Capital Investment
Group Inc., a company that currently owes $173 million in back
taxes to the IRS.

                    About Wren Alexander

Wren Alexander Investments is owned by Wren Alexander,
individually, and was formed in January 2007, for the primary
purpose of purchasing a ranch in Medina County, Texas.  Wren
Alexander Investments acquired the property for $2.275 million in
2007.

Wren Alexander Investments filed for Chapter 11 bankruptcy (Bankr.
W.D. Tex. Case No. 08-52914) on October 3, 2008.  Dean William
Greer, Esq. -- dwgreer@sbcglobal.net -- served as the Debtor's
counsel.  In its petition, the Debtor disclosed total assets of
$5,850,447 and total debts of $147,690,000.

The ranch was the sole asset in the bankruptcy case and the
property against which the IRS asserted its claim.  The property
was comprised of roughly 551 acres of land and substantial
improvements, including a 10,000 square foot custom home, 12,000
square foot horse stable, and 39,000 square foot covered quarter
horse arena.  With Court approval, the property was sold April 24,
2009, for $5,250,000, with liens attaching to the proceeds of the
sale.


ZALE CORP: Files Form 10-Q, Posts $5MM Net Income in 3rd Qtr.
-------------------------------------------------------------
Zale Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net
earnings of $5.05 million on $442.70 million of revenues for the
three months ended April 30, 2013, as compared with a net loss of
$4.52 million on $445.17 million of revenues for the same period
during the prior year.

For the nine months ended April 30, 2013, the Company reported net
earnings of $17.99 million on $1.47 billion of revenues, as
compared with a net loss of $7.56 million on $1.45 billion of
revenues for the same period a year ago.

The Company's balance sheet at April 30, 2013, showed $1.24
billion in total assets, $1.04 billion in total liabilities and
$197.91 million in stockholders' investment.

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

                        http://is.gd/hVHdpU

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corp. incurred a net loss of $27.31 million for the year
ended July 31, 2012, a net loss of $112.30 million for the year
ended July 31, 2011, and a net loss of $93.67 million for the year
ended July 31, 2010.


ZEEK REWARDS: Court Continues Hearing to Dissolve Receivership
--------------------------------------------------------------
The-Dispatch.com reports that a federal court judge will hear a
request later this month to dissolve the receivership effort for
the alleged Lexington North Carolina-based Ponzi scheme, Zeek
Rewards.

According to the report, a hearing has been set for 10:30 a.m.
June 17 in U.S. District Court in Charlotte.  The request to
dissolve the receivership, made by several of Zeek Rewards' "net
winners," was scheduled to be heard this week, the report relates.

However, the report notes that the Securities and Exchange
Commission requested a continuance.

The report says that the SEC alleges that Zeek Rewards and its
former CEO, Davidson County resident Paul Burks, swindled close to
1 million people out of their money through online programs based
on penny auctions.

The report discloses that the SEC froze the company's assets last
August, and court-appointed receiver Kenneth Bell has collected
more than $300 million in funds for what he estimates as nearly
800,000 "net losers" of the program.


* Wells Fargo Settles Complaint on Foreclosed Homes
---------------------------------------------------
Danielle Douglas, writing for The Washington Post, reported that
Wells Fargo has agreed to spend at least $42?million to settle
allegations that it neglected the maintenance and marketing of
foreclosed homes in black and Latino neighborhoods across the
country, the National Fair Housing Alliance announced.

According to the report, a year-long investigation by the advocacy
group found that homes serviced by Wells Fargo in minority
communities were far more likely than those in white areas to be
left in disrepair, with broken windows, unkempt yards or water
damage. These home were also less likely to have for-sale signs
than ones in predominantly white neighborhoods.

Under the agreement, Wells Fargo, which did not admit any
wrongdoing, will provide $27?million to nonprofit groups to
promote homeownership, neighborhood stabilization and property
rehabilitation in minority communities in 19 metropolitan areas,
including Prince George's County and the District, the report
said. It will also provide $11.5?million to the Department of
Housing and Urban Development to help 25 other cities.

"Many neighborhoods across the country have been seriously damaged
by the foreclosure crisis," said Shanna Smith, president and chief
executive of the alliance, the report related. This agreement
"will help lay the foundation for the industry to get some of
those neighborhoods back on their feet."

The agreement addresses one of the lingering scars of the housing
crisis, the report further related. As the number of foreclosures
climbed in the aftermath of the housing crash, lenders scrambled
to offload foreclosed properties, with many piling up in minority
neighborhoods where there was a high concentration of subprime
loans. Communities have been eager to see these vacant properties
sold because over time they can bring down property values and
attract crime, consumer groups say.


* Moody's Notes Rising Spec-Grade Corporate Default Rate in May
---------------------------------------------------------------
Moody's trailing 12-month global speculative-grade default rate
came in at 2.8% in May, up from 2.6% in April and close to its
year-ago forecast of 3.0%, the rating agency says in its latest
monthly default report. At this time last year, the global default
rate stood at 3.0%.

"Corporate defaults remain remarkably stable, even in Europe,
matching our expectations almost exactly," notes Albert Metz,
Managing Director of Credit Policy Research.

Nine Moody's-rated corporate defaults were recorded in May, three
of which were Spanish banks that completed distressed exchanges on
subordinated bonds and hybrid securities.

In the year to date, 34 Moody's-rated corporate issuers have
defaulted: 18 from North America, 12 from Europe and four from
Latin America.

In the US, the speculative-grade default rate finished May at
2.9%, down from 3.1% the prior month. At the end of May last year,
the US rate was 3.1%. In Europe, the rate jumped to 2.9% in May
from 2.0% in April. The European rate ended May 2012 at 3.8%.

Moody's default rate forecasting model now predicts that the
global speculative-grade default rate will finish 2013 at 3.1% and
that thereafter it will edge lower, to 2.5% by the end of May
2014.

Across industries, Moody's continues to expect default rates to be
highest in the Media: Advertising, Printing & Publishing sector in
the US, and the Hotel, Gaming & Leisure sector in Europe.

On a dollar-volume basis, the global speculative-grade bond
default rate came in at 1.7% in May, up from 1.4% the prior month.
The rate was 2.1% at end-May last year.

In the US, the dollar-weighted speculative-grade bond default rate
held steady, at 1.3% from April to May. The comparable rate was
1.6% in May 2012.

In Europe, the dollar-weighted speculative-grade bond default rate
finished May at 3.5%, more than double April's reading of 1.6%.
The European rate finished May at 3.8% last year.

Moody's global distressed index continues its downward path,
falling to 7.3% in May from 8.0% in April. A year ago, the index
stood at 18.6%.

In the leveraged-loan market, two Moody's-rated loan issuers
defaulted in May, one from Canada and the other from the UK. The
trailing 12-month US leveraged loan default rate finished May at
2.5%, down from 2.9% the prior month. This time last year, the
loan default rate stood at 2.1%.


* S&P Ratings Lawsuits Moved to N.Y. over State Objections
----------------------------------------------------------
Andrew Harris, writing for Bloomberg News, reported that McGraw
Hill Financial Inc. and its Standard & Poor's unit won a bid to
move to federal court in New York lawsuits filed by 14 states and
the District of Columbia accusing the companies of inflating
mortgage-backed securities ratings.

According to the report, the U.S. Judicial Panel on Multidistrict
Litigation granted the request, concluding that consolidating the
cases for pre-trial matters including motions and the disclosure
of evidence was the most efficient way to proceed.

"S&P has its principal place of business in this district and the
witnesses and evidence relating to the states' claims may be found
there," the six-judge panel said in its order, the report related.
"New York is also where some of the alleged misconduct occurred."

Almost all the state lawsuits faced by New York-based McGraw Hill
and S&P were brought in February and timed to coincide with the
U.S. Justice Department's filing of a lawsuit in Santa Ana,
California, that raised similar allegations, the report noted.

In March, the companies filed for removal of state court cases
filed by Arizona, Colorado, Delaware, Maine, Missouri, North
Carolina, South Carolina, Washington and other states to
corresponding federal court districts as a prelude to the defense
request for pre-trial consolidation in New York, the report
further noted.

The multidistrict case is In Re: Ratings Agency Litigation, MDL
No. 2446, Judicial Panel on Multidistrict Litigation (Louisville,
Kentucky). The U.S. case is U.S. v. McGraw-Hill, 13-cv-00779, U.S.
District Court, Central District of California (Santa Ana).


* Junk-Bond Default, Distress Indexes Contracted in May
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, writes
that just as corporate bankruptcy filings are trending down, so
too the junk-bond default rate in the U.S. is contracting.  The
next credit-cycle downturn won't be so severe because excesses
from 2006-2007 aren't being repeated, reports say.

In May, the default rate on U.S. junk debt over the last year fell
back to 2.9 percent from 3.1 percent the month before, according
to a report by Moody's Investors Service.  One year ago, the U.S.
junk default rate was 3 percent.  Around the world, the global
junk default rate at the end of May was 2.8 percent, up from
2.6 percent in April, Moody's said.  One year ago, the global junk
default rate was 3 percent.

The report notes that so far this year, 34 issuers defaulted on
Moody's-rated debt, including 18 from North America and 12 from
Europe.  May had nine defaults, including three Spanish banks
making distressed exchanges on subordinated debt, Moody's
reported.  Moody's distress index went down to 7.3 percent in May
from 8 percent in April.  The distress index represents the
percentage of junk-rated debt trading at distress levels, or 10
percentage points more than comparable U.S. Treasury securities.
One year ago, the distress level stood at 18.6 percent.

The report relates that Moody's is currently predicting that the
junk-bond default rate will end 2013 at 3.1 percent, before
falling back to 2.5 percent by May 2014.  When and if the market
turns down, Fitch Ratings "does not believe the more aggressive
tone over the last year is comparable to the peak of the last
credit cycle in 2006-2007."

Compared with euphoria seven years ago, Fitch explained that
transaction quality, use of proceeds, and operating performance
"have all remained balanced relative to historical standards."
Consequently, the report says that "most companies in the
speculative-grade rating category are stronger today relative to
the peak of the last cycle."


* Subordinate Mortgage Is Stripped Off in Chapter 13
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a district court in Minneapolis is the latest to rule
that an individual in Chapter 13 can strip off a subordinate home
mortgage if the property is worth less than the first-mortgage
debt.  U.S. District Judge Ann D. Montgomery agreed with what she
described as "all circuit courts of appeal and all bankruptcy
appellate courts" that considered the issue.  The case is
Minnesota Housing Finance Agency v. Schmidt (In re Schmidt),
13-cv-00434, U.S. District Court, District of Minnesota
(Minneapolis).


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., 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.


                  *** End of Transmission ***