TCR_Public/130614.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 14, 2013, Vol. 17, No. 163

                            Headlines

ADVANCED INTERACTIVE: Sold to Cubic for $3.2 Million
AES EASTERN: Liquidating Trustee Launches $20MM In Avoidance Suits
AIRTRONIC USA: Files Bankruptcy Reorganization Plan
ALMANARA AT BLANCO: Voluntary Chapter 11 Case Summary
AMERICAN LAND: Court Won't Stay Trustee's Asset Sale

AMERICAN ORIENTAL: Weinberg & Company Raises Going Concern Doubt
AMERICAN SUZUKI: Dealership's $1.6MM Claim for Legal Fees Tossed
AMF BOWLING: Has Exclusive Right to File Plan Until Aug. 9
ANTIOCH COMPANY: Retains GA Keen to Market Former Headquarters
ANTIOCH COMPANY: Faegre Baker Approved as Committee's Counsel

APPVION INC: New $375MM First Lien Loan Gets Moody's Ba3 Rating
AQGEN LIBERTY: S&P Assigns 'B' ICR; Outlook Stable
ARROW ALUMINUM: Files Plan to Pay First Citizens Bank
ATP OIL: Obtains Authority to Use Cash Collateral Until June 21
ATP OIL: Gomez Rejection Bid Okayed; June 20 & 21 Sale Hearing Set

ATP OIL: Gets Court Okay of Blackhill Employment Amendment
B-SWDE4 LLC: Case Summary & 20 Largest Unsecured Creditors
BELVEDERE LLC: Case Summary & 4 Unsecured Creditors
BENESTANTE ENTERPRISES: Voluntary Chapter 11 Case Summary
BIRKY FARMS: Case Summary & 13 Unsecured Creditors

BUILDERS GROUP: Cupey Professional Mall Files in Puerto Rico
CASH STORE: Ontario Agency Starts Proceedings Over Payday Loans
CASPIAN ENERGY: To Appeal Toronto Stock Exchange Share Delisting
CASTLE MAPLEWOOD: Case Summary & 4 Unsecured Creditors
CITICARE INC: Case Summary & 20 Largest Unsecured Creditors

CODA HOLDINGS: Unsecured Creditors Settle; Non-Auto Sale Approved
COMMODORE INT'L: 2nd Circ. Walls Off Favored Path to Coverage
CONQUEST SANTA FE: Plan Outline Hearing Continued to July 6
COUNTRYWIDE FIN'L: BofA Could Still Put Countrywide into Ch. 11
CROSSROAD STATION: Voluntary Chapter 11 Case Summary

DETROIT, MI: Has 50/50 Bankruptcy Chance, Emergency Manager Says
DEWEY STRIP: Files Bare-Bones Chapter 11 Petition in Delaware
DEWEY STRIP: Case Summary & Largest Unsecured Creditors
DOCTORS HOSPITAL: LaSalle Claim Should Be Offset v Nomura Proceeds
DOLE FOOD: Moody's Alters Outlook to Negative After Buyout Bid

EASTMAN KODAK: UST, Tech Companies Have Plan Outline Objections
EASTMAN KODAK: Spectra Files Objection to KPP Settlement
EXIDE TECHNOLOGIES: Meeting to Form Creditors' Panel on June 18
FANNIE MAE: Shareholders Challenge U.S. Takeover in Suit
FLEX FINANCIAL: Case Summary & 20 Largest Unsecured Creditors

FOUR SEASONS: Voluntary Chapter 11 Case Summary
FREDDIE MAC: Shareholders Challenge U.S. Takeover in Suit
GAME TRADING: Stipulation With Baltimore County Revised
GENERAL STEEL: Incurs $42K Net Loss in March 31 Quarter
GENWORTH WEALTH: Moody's Assigns B2 Ratings to New $255MM Debt

GIBSON ENERGY: S&P Raises CCR to 'BB'; Outlook Stable
GMX RESOURCES: Oil and Gas Auction Set for Aug. 28
GOLD ORGANIZATION: Case Summary & 19 Largest Unsecured Creditors
GREEN ISLE: Case Summary & 20 Largest Unsecured Creditors
H&M OIL: Chapter 11 Cases Converted to Chapter 7

HASH LANE: Case Summary & 20 Largest Unsecured Creditors
HIGHWAY TECHNOLOGIES: Cleared to Auction Two Branches
HJ HEINZ: Fitch Withdraws Ratings on Acquisition Deal Completion
HOME LOAN: S&P Assigns 'B+' ICR & Rates $350MM Sr. Sec. Loan 'BB-'
HOWREY LLP: Creditors May Subpoena Arent Fox, Arnold & Porter

HOWREY LLP: Creditors Target Arent Fox, Others Over Unfinished Biz
ISTBET INVESTMENTS: Voluntary Chapter 11 Case Summary
JEFFERSON COUNTY, AL: Bank Appeals Request Threatens Deal
JEFFERSON COUNTY, AL: Seeks to Halt Dispute on Sewer System
KIVA CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors

LAKE PLEASANT: Stops Plan Sale by Filing New Case
LAKE PLEASANT: Sec. 341 Meeting of Creditors on July 9
LAKE PLEASANT: Wins Approval for Polsinelli as Counsel
LIFE UNIFORM: Final Hearing on $15-Mil. DIP Financing June 19
LIFE UNIFORM: Proposes Scrubs-Led Auction in July

LIFE UNIFORM: Rejecting Burdensome Leases for 20 Locations
LIFECARE HOLDINGS: US Can't Halt $320MM Sale Payouts, Judge Says
LOUISIANA FILM: Ex-Saints Players, Coach Settle Fraud Claims
LOWER BUCKS: JP Morgan, BNY Mellon Want Class Bid Denied
MARIETTA MATERIALS: Moody's Changes Ratings Outlook to Stable

MARINAS INTERNATIONAL: Voluntary Chapter 11 Case Summary
MERUELO MADDUX: 9th Cir. BAP Rules on Richard Meruelo Claims
METROGAS SA: Justices May Shift US' Role in Global Arbitration
MF GLOBAL: Judge Glenn Fines Coe for Frivolous Filings
MIPL HOLDINGS: S&P Revises Outlook to Positive & Affirms 'BB' ICR

MONITOR COMPANY: Seeks Authority to Continue Cash Collateral Use
MOTORCAR PARTS: Sends Subsidiaries Into Chapter 7
MSI CORPORATION: Files for Chapter 11 in Pittsburgh
MSI CORPORATION: Case Summary & 10 Unsecured Creditors
NATIONAL ENVELOPE: Meeting to Form Creditors' Panel on June 21

NEENAH PAPER: Loan Amendments No Impact on Moody's Ratings
NORTH AMERICAN ENERGY: Moody's Retains CFR After Piling Biz Sale
NPHP INVESTMENTS: Voluntary Chapter 11 Case Summary
OMNI FOODS: Voluntary Chapter 11 Case Summary
PENSON WORLDWIDE: July 24 Deadline to Vote on Liquidation Plan Set

PENSON WORLDWIDE: Seeks Approval of SunGard Claim Settlement
PENSON WORLDWIDE: Grace Fin'l. Wants Stay Lifted to Pursue Claims
PENSON WORLDWIDE: Adamba Seeks Court Okay to File Late Claim
PERLL DIAGNOSTICS: Case Summary 14 Unsecured Creditors
PIK HOLDINGS: Leveraged Buyout Prompts Moody's to Assign B3 CFR

PRM FAMILY: Admin. Agent Objects to Cash Collateral Use Request
PRORHYTHM INC: ReCor Owns Disputed Patents
QUEBECOR WORLD: 'Conduit' Banks Can Trigger Ch. 11 Safe Harbor
QUIKSILVER INC: Moody's Lowers CFR to B3; Outlook Remains Stable
RCN TELECOM: Proposed $200MM Bonds Issue Gets Moody's Caa1 Rating

RESIDENTIAL CAPITAL: Gets More Time to Control Its Chapter 11 Case
RESIDENTIAL CAPITAL: Reaches Deal Slashing FGIC's $5.5B Claim
RESIDENTIAL CAPITAL: Again Urges Approval of $1-Bil. Ally Payout
REVSTONE INDUSTRIES: Subsidiary Gets $54-Mil. Offer From Shiloh
ROTECH HEALTHCARE: Second Amended Plan Filed

ROTHSTEIN ROSENFELDT: Beats Government in Forfeiture Proceedings
SEAN DUNNE: Ulster Bank May Proceed With Irish Bankruptcy
SELECTOS WHOLE: Case Summary & 20 Largest Unsecured Creditors
SEMCRUDE LP: Plan Trustee Loses Suit Against Ritchie, Cottonwood
SEMGROUP LP: Creditors Lose $200 Million in Two Lawsuits

SOUTHWIND HOSPICE: Bankruptcy Court to Hear UMB Bank Suit
STRATA TITLE: No Longer Holds Interest in Tempe Tower
SUNTECH POWER: Noteholders File Suit in New York Court
SUPERIOR HOMES: 11th Cir. Affirms Order Barring Lawsuits
SUPERMEDIA INC: Idearc Execs Strike $34MM Deal to End Fraud Claims

THORNBURG MORTGAGE: Deadline for Proposed Mediators List Moved
TOUSA INC: Insurance Pays $67 Million for Settlement
TUCKER CAPITAL: Files for Chapter 11 Protection
TUCKER CAPITAL: Case Summary & 20 Largest Unsecured Creditors
UNIVERSAL FINANCE: Can't Use Cash to Pay BB&T, SunTrust

VAIL LAKE: Puts Itself Into Chapter 11 Amid Ownership Dispute
VAIL LAKE: 341 Meeting of Creditors on July 9
VALLEJO, CA: Lets Residents Set Part of Budget
WARNER SPRINGS: Disclosure Statement Hearing Set for July 25
WATER PIK: S&P Assigns 'B' Rating to $240MM 1st-Lien Facilities

WENTWOOD BAYTOWN: Can Access Cash Collateral Until June 30
WENTWOOD BAYTOWN: Matthew Hoffman Approved as Bankruptcy Counsel
WORLDWIDE EDUCATION: Chapter 15 Case Summary
YANKEE CANDLE: Moody's Rates Proposed $450MM Senior Notes 'Caa1'

* Royal Bank of Canada Sued by Rakuten Bank Over CDOs

* Moody's Outlook on Public Power Utilities Remains Stable
* Moody's Notes Weakening Covenants for Low-Rated Bonds in May
* Large Bankrupt Companies' Fulcrum Securities Fall in Price

* U.S. Foreclosure Activity Increases 2% in May, RealtyTrac Says
* Oklahoma Foreclosure Auctions Drop 47% in May, RealtyTrac Says
* RealtyTrac Says May N.Y. Scheduled Foreclosure Auctions Up 95%

* U.S. Says States, Banks Aren't Harmed By Dodd-Frank
* Banks Get Reprieve on New Swaps Rule
* Regulators Turn Up Heat Over Bank Fees
* Bill to Limit CFTC Cross-Border Authority Faces U.S. House Vote

* SEC Fines Options Exchange for Lax Oversight
* Insurers Inflating Books, New York Regulator Says
* Obama Picks Furman to Head Economic Council

* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
               Augsburg, 1459-1525

                            *********

ADVANCED INTERACTIVE: Sold to Cubic for $3.2 Million
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Advanced Interactive Systems Inc. was sold for
$3.2 million in cash to San Diego-based Cubic Corp., a provider of
combat training systems for the military.  No buyer was under
contract before the auction.  The bankruptcy court in Delaware
approved the sale June 11.

                About Advanced Interactive Systems

Seattle-based Advanced Interactive Systems Inc. designed and built
simulators for the military and police.  The simulators provide
training in the use of weapons combating terrorism or crime.  AIS
had revenue of $14.7 million in 2011, declining to $7.2 million in
2012.

Advanced Interactive halted operations and filed a Chapter 7
petition (Bankr. D. Del. Case No. 13-10517) on March 14, 2013.
The Debtor is represented by Jason M. Madron, Esq., at Richards,
Layton & Finger, P.A.

Advanced Interactive disclosed assets of $24.2 million and
liabilities totaling $72.7 million, including $21.6 million in
secured debt.  From the secured debt, $21 million is owing to
Kayne Anderson Mezzanine Advisors LP.

The bankruptcy trustee has a court-approved settlement with Kayne
Anderson where some sale proceeds will go to unsecured creditors.


AES EASTERN: Liquidating Trustee Launches $20MM In Avoidance Suits
------------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that the liquidating
trustee of AES Eastern Energy Inc. filed almost 60 adversary
complaints in Delaware federal bankruptcy court seeking the
avoidance or return of more than $20 million in transfers made to
other companies, including CSX Transportation Inc. and Greenberg
Traurig LLP, while the company was insolvent.

According to the report, the complaints, filed by liquidating
trustee Eugene I. Davis, include a $9.7 million suit against CSX
Transportation Inc. and a $5.5 million complaint against Lafayette
Coal Co. for payments made by AES in the 90 days before its
bankruptcy filing.

                         About AES Eastern

Ithaca, New York-based AES Eastern Energy, L.P., either directly
or indirectly, control six coal-fired electric generating plants
located in New York State.  Currently, the Debtors actively
operate two of the six power plants and sell the electricity
generated by those plants into the New York wholesale power market
to utilities and other intermediaries under short-term agreements
or directly in the spot market.

AES Eastern Energy and 13 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on
Dec. 30, 2011.  Lawyers at Weil, Gotshal & Manges LLP and
Richards, Layton & Finger, P.A., are legal counsel to AES Eastern
Energy and affiliates.  Barclays Capital is serving as investment
banker and financial advisor.  Kurtzman Carson Consultants is the
claims and noticing agent.  AES Eastern Energy estimated
$100 million to $500 million in assets and $500 million to
$1 billion in debts.  The petition was signed by Peter Norgeot,
general manager.

Gregory A. Horowith, Esq., and Robert T. Schmidt, Esq., at Kramer,
Levin, Naftalis & Frankel LLP; and William T. Bowden, Esq.,
Benjamin W. Keenan, Esq., and Karen B. Skomorucha, Esq., at Ashby
& Geddes, P.A., serve as counsel to the Creditors Committee.  FTI
Consulting Inc. is the financial advisor.

AES Eastern was authorized in April to sell the two operating
facilities to secured creditors in exchange for debt.


AIRTRONIC USA: Files Bankruptcy Reorganization Plan
---------------------------------------------------
Global Digital Solutions, Inc. on June 13 disclosed that its
planned merger partner, Airtronic USA, Inc., filed its chapter 11
bankruptcy reorganization plan on June 10, 2013, with the United
States Bankruptcy Court for the Northern District of Illinois,
Eastern Division.

"The filing of this consensual Plan signals that the end is in
sight," said David Loppert, who will become GDSI's Chief Financial
Officer after the acquisition with Airtronic is completed.  "Upon
confirmation, GDSI is expected to complete its acquisition of
Airtronic and Airtronic will emerge from chapter 11 as a debt-free
company with adequate working capital provided by GDSI.  This will
enable Airtronic to once again compete at the highest levels in
its areas of expertise in small arms innovations."

On August 20, 2012, GDSI and Airtronic disclosed that they had
signed a letter of intent to enter into good faith discussions
involving a potential strategic combination in which Airtronic
would be acquired by GDSI.  Having completed those good faith
discussions, the companies signed a merger agreement on or about
October 16, 2012.  Dr. Merriellyn Kett, Airtronic's President and
CEO, will continue serving as CEO of Airtronic once the merger
between GDSI and Airtronic is finalized.

"This filing is a very important step for both companies," said
GDSI founder and largest shareholder Richard J. Sullivan, who will
become Chairman and CEO after the acquisition with Airtronic is
completed.  "We hope this reorganization Plan will be confirmed by
the court in due course and we look forward to moving forward with
the completion of the merger process as quickly as possible."

Founded in 1990, Airtronic is a well-respected, award-winning
manufacturer of critical battlefield weapons.  The company
provides small arms and small arms spare parts to the U.S.
Department of Defense, foreign militaries, and the law enforcement
market.  The company's products include grenade launchers, rocket
propelled grenade launchers, grenade launcher guns, flex machine
guns, grenade machine guns, rifles, and magazines.

Airtronic is a member of the National Small Arms Technology
Consortium (NSATC) and the largest woman-owned small arms
manufacturing company in the United States.  The company has
received commendations from the US Army Tank, Armaments, and
Automotive Command and the Defense Logistics Agency for the
quality and on-time delivery of its products.

                  More About Richard J. Sullivan

Dick Sullivan is an entrepreneurial pioneer.  In 2001, Sullivan
received the prestigious World Economic Forum's "Award for
Advanced Chip Technology" presented in Davos, Switzerland.  He
served as Chairman and CEO of Applied Digital Solutions, where he
executed a technology rollup involving 42 acquisitions that
succeeded in increasing the company's share price from $2.50 to a
peak of $18 per share.  During Mr. Sullivan's decade-long tenure
as Chairman and CEO, Applied Digital was one of the highest volume
traded stocks on NASDAQ.  Mr. Sullivan also served as Chairman and
CEO of Digital Angel Corporation and led the effort to spin off
VeriChip Corporation.  In 1970, he was a founding member of the
management team of Manufacturing Data Systems, Inc., which listed
at $7.50 per share and was sold to Schlumberger N.V. in 1980 at
$65 per share.

                 More About Merriellyn Kett, PhD

Airtronic's CEO and President joined the company in 2003 as a
partner and helped to refocus the business on several essential
battlefield weapons, including the M203 40mm Grenade Launcher --
one of the most widely used grenade launchers in the world -- the
.50 cal. Machine Gun, the MK 19 Grenade Machine Gun, and most
recently the MK 777, a shoulder-fired recoilless rifle that is
light, lethal, and affordable.  Dr. Kett received her doctorate in
analytic philosophy from DePaul University in Chicago, IL, and
spent a year studying at the Sorbonne in Paris, France.  Before
joining Airtronic in 2003, she worked in infrastructure
development in China, building a metallurgical coking plant in
Shanxi Province.

              About Global Digital Solutions, Inc.

Global Digital Solutions -- http://www.gdsi.co-- is refocusing
its business strategy on providing knowledge-based and culturally
attuned societal consulting and security-related solutions in
unsettled areas.

                    About Airtronic USA, Inc.

Airtronic -- http://www.Airtronic.net-- is an electro-mechanical
engineering design and manufacturing company.  It provides small
arms and small arms spare parts to the U.S. Department of Defense,
foreign militaries, and the law enforcement market.  The company
also manufactures medical, avionics, and telecommunications
original equipment.  The company's products include grenade
launchers, rocket propelled grenade launchers, grenade launcher
guns, flex machine guns, grenade machine guns, rifles, and
magazines.  Founded in 1990, the company is based in Elk Grove
Village, Illinois.  On May 16, 2012, the voluntary petition of
Airtronic, Inc. for liquidation under Chapter 7 was converted to
chapter 11 reorganization.  The company had filed for chapter 7
bankruptcy on March 13, 2012.


ALMANARA AT BLANCO: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Almanara at Blanco Pointe, Inc.
        4804 Mission Street, Suite 222
        San Francisco, CA 94112

Bankruptcy Case No.: 13-51539

Chapter 11 Petition Date: June 6, 2013

Court: U.S. Bankruptcy Court
       Western District of Texas

Debtor's Counsel: Edward L. Rothberg, Esq.
                  HOOVER SLOVACEK, LLP
                  5847 San Felipe, Suite 2200
                  Houston, TX 77057
                  Tel: (713) 977-8686
                  Fax: (713) 977-5395

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

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

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

The petition was signed by Najeeb Shihadeh, director and
president.


AMERICAN LAND: Court Won't Stay Trustee's Asset Sale
----------------------------------------------------
Bankruptcy Judge Alan S. Trust denied the request of American
Land Acquisition Corporation for a stay pending appeal of the
Court's May 22, 2013 Order authorizing the Chapter 7 Trustee to
sell the Debtor's commercial real property.  Marc A. Pergament,
the Chapter 7 Trustee of the Debtor's estate, objected to the
Debtor's Motion.  According to Judge Trust, the Debtor has failed
to show that:

     -- it will suffer actual and imminent irreparable injury
        if the sale of the bankruptcy estate's commercial real
        property is not stayed;

     -- the bankruptcy estate will not suffer substantial injury
        if a stay is granted;

     -- its appeal has a substantial possibility of success on
        the merits; and

     -- the public interest supports granting a stay.

On March 20, the Chapter 7 Trustee filed a motion to sell the
Property to Gemini Property Acquisitions, LLC, for $600,000,
subject to higher and better offers and subject to certain
environmental reviews of the Property.  The Trustee retained
Reliant Realty Group, LLC, as his commercial real estate broker.
Reliant marketed the Property and negotiated with several
potential purchasers.

The Sale Motion was scheduled for hearing on May 21, 2013.  The
next day the Court entered an Order granting the Sale Motion.

A copy of the Court's June 10, 2013 Decision and Order is
available at http://is.gd/nfQtCSfrom Leagle.com.

               About American Land Acquisition Corp.

American Land Acquisition Corporation filed a Chapter 7 petition
(Bankr. E.D.N.Y. Case No. 12-76440) on Oct. 26, 2012.  The
Petition was signed by Dale R. Javino, acting as President of the
Debtor.

The Debtor later disclosed that the Petition was filed three days
before a scheduled foreclosure sale of the Debtor's commercial
real property located at 1000 Tenth Street, Ronkonkoma, New York.
The foreclosure sale was scheduled by Wayne Miller, who claims to
hold a second mortgage on the Property, and who sought to
foreclose pursuant to a prepetition judgment of foreclosure
entered by a state court of competent jurisdiction on Sept. 19,
2012.

Mr. Miller is the only creditor listed on Debtor's bankruptcy
Petition. Thereafter, the Debtor disclosed that the Estate of
Joseph Gazza holds a first mortgage on the Property.

Marc A. Pergament was appointed interim Chapter 7 Trustee, and has
since qualified as the permanent trustee and is currently acting
in that capacity.

On Dec. 19, 2012, the Debtor filed a pro se motion to dismiss the
case, alleging that "it was filed by mistake".  On Feb. 20, the
Court entered an Order denying the Motion to Dismiss.

On May 17, 2013, the Debtor filed a pro se motion to convert this
case to Chapter 11, which the Court denied by Order entered on
June 4 as another improper pro se filing.


AMERICAN ORIENTAL: Weinberg & Company Raises Going Concern Doubt
----------------------------------------------------------------
American Oriental Bioengineering, Inc., filed on June 11, 2013,
its annual report on Form 10-K for the year ended Dec. 31, 2012.

Weinberg & Company, P.A., in Los Angeles, California, expressed
substantial doubt about American Oriental's ability to continue as
a going concern in their audit report on the Company's financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered recurring losses and
utilized significant cash in operations.  "In addition, at
Dec. 31, 2012, the Company had a working capital deficiency and
its convertible notes were in default."

The Company reported a net loss of $59.7 million on $145.1 million
of revenues in 2012, compared with a net loss of $68.5 million on
$212.7 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
$446.3 million in total assets, $118.7 million in total
liabilities, and shareholders' equity of $327.6 million.

                          Default Notice

On Feb. 19, 2013, the Company received a notice of acceleration
under the terms of the Company's 5.00% Convertible Senior Notes
due 2015 issued pursuant to an Indenture, dated as of July 15,
2008, between the Company and Wells Fargo Bank, National
Association, as Indenture Trustee.  The notice was sent by certain
holders of the Senior Notes that together hold more than 25% of
the aggregate principal amount of the Senior Notes.  The notice
states that the default is the result of the Company's failure to
(A) pay to the holders under the terms of the Indenture accrued
interest due and payable on each of July 16, 2012, and Jan. 15,
2013, which failure to pay continued for a period of 30 days after
July 16, 2012, and Jan. 15, 2013, respectively, and (B) provide,
pursuant to the terms of the Indenture, a notice of the
termination of trading and delisting of the Company's common stock
by the New York Stock Exchange.  As of March 4, 2013, the
aggregate principal amount of the Senior Notes, and unpaid, but
accrued interest was $53,010,424.

A copy of the Form 10-K is available at http://is.gd/2gBdEk

American Oriental Bioengineering, Inc., is a China-based,
vertically integrated pharmaceutical company dedicated to
improving health through the development, manufacture and
commercialization of a broad range of pharmaceutical and
healthcare products.


AMERICAN SUZUKI: Dealership's $1.6MM Claim for Legal Fees Tossed
----------------------------------------------------------------
Bankruptcy Judge Scot C. Clarkson in Santa Ana, Calif., sustained
American Suzuki Motor Corporation's to South Motors Suzuki Inc.'s
Claim Number 520-1, in the amount of $1,595,601 plus attorney fees
and costs.  The judge, however, allowed South Motors' unsecured
claim for $21,461, based on the lost profits as of the date of the
tender of inventory, parts and accessories.

South Motors Suzuki asserted claims arising from damages resulting
from the Debtor's rejection of an executory automobile dealership
sales and service agreement.  The Court said South Motors Suzuki
is entitled to compensation for rejection of the Agreement
consisting of the lost profits from the sale of the automobile
inventory, parts and accessories in stock at the time of South
Motor's tender of the automobile inventory, parts and accessories.

Judge Clarkson said prevailing party attorney fees and costs are
awarded to the Debtor and against South Motors in the amount to be
determined following an evidentiary hearing to be conducted on
July 25, 2013 at 1:30 p.m. in Courtroom 5C of the Ronald Reagan
Federal Building and Court House, 411 West Fourth Street, Santa
Ana, California.  Application for fees and costs, together with
supportive declaratory evidence (with respect to the amount of
fees and costs, and not on the ultimate legal issue of prevailing
party or award entitlement, which has already been determined by
this decision) shall be filed and served by the Debtor on all
interested parties by no later than 21 days prior to the hearing.
Objections are due by no later than 14 days prior to the hearing.

A copy of the Court's June 3, 2013 Order and Opinion is available
at http://is.gd/DvxJ0Ofrom Leagle.com.

                      About American Suzuki

Established in 1986, American Suzuki Motor Corporation is the sole
distributor of Suzuki automobiles and vehicles in the United
States.  American Suzuki wholesales its inventory through a
network of independently owned and unaffiliated dealerships
located throughout the continental United States.  The dealers
then market and sell the Suzuki Products to retail customers.
Suzuki Motor Corp., the 100% interest holder in the Debtor,
manufacturers substantially all of the Suzuki products.  American
Suzuki has 295 employees.  There are approximately 220 automotive
dealerships, over 900 motorcycle/ATV dealerships, and over 780
outboard marine dealerships.

American Suzuki filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC,
absent higher and better offers.  SMC is not included in the
Chapter 11 filing.  The Debtor disclosed assets of $233 million
and liabilities totaling $346 million.  Debt includes $32 million
owing to the parent on a revolving credit and $120 million for
inventory financing.  There is about $4 million owing to trade
suppliers.

The Court approved the amended Chapter 11 Plan.  Under the
Company's amended Plan, its Motorcycles/ATV and Marine divisions,
along with its continued Automotive parts and service operation,
will be sold to a newly organized, wholly-owned subsidiary of
Suzuki Motor Corporation, enabling those operations to continue
uninterrupted.  The new entity will use the ASMC brand name and
operate in the continental U.S.

ASMC's legal advisor on the restructuring is Pachulski Stang Ziehl
& Jones LLP, and its financial advisor is FTI Consulting, Inc.
Nelson Mullins Riley & Scarborough LLP is serving as special
counsel on automobile dealer and industry issues.  Freddie Reiss,
Senior Managing Director at FTI Consulting, served as chief
restructuring officer.  Rust Consulting Omni Bankruptcy, a
division of Rust Consulting, Inc., is the claims and notice agent.
The Debtor retained Imperial Capital LLC as investment banker.

SMC is represented by lawyers at Klee, Tuchin, Bogdanoff & Stern
LLP.

The Official Committee of Unsecured Creditors is represented by
Irell & Manella LLP.  AlixPartners, LLC serves as its financial
advisor.

ASMC's Chapter 11 Plan was confirmed by the Bankruptcy Court on
Feb. 28, 2013.  The Chapter 11 Plan became effective on March 31,
2013, when ASMC closed its assets sale and commenced paying the
claims in full of all consensually settling Automotive Dealers and
trade creditors through the PE Creditor Trust established by the
Plan.  ASMC closed the sale of its operating assets to Suzuki
Motor of America, Inc., a newly organized, wholly-owned subsidiary
of Suzuki Motor Corporation, which will operate as the sole
distributor of Suzuki products in the continental U.S.  ASMC has
wound down all operations.


AMF BOWLING: Has Exclusive Right to File Plan Until Aug. 9
----------------------------------------------------------
Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia, Richmond Division, further extended
until Aug. 9, 2013, the time within which AMF Bowling Worldwide,
Inc., et al., have exclusive right to file a plan of
reorganization, and until Oct. 8, 2013, the time within which the
Debtors have exclusive right to solicit acceptances of that plan.

Patrick J. Nash, Jr., Esq., and Jeffrey D. Pawlitz, Esq., at
Kirkland & Ellis LLP, in Chicago, Illinois; Joshua A. Sussberg,
Esq., at Kirkland & Ellis LLP, in New York; and Dion W. Hayes,
Esq., and John H. Maddock III, Esq., Sarah B. Boehm, Esq., at
McGuirewoods LLP, in Chicago, Illinois, represent the Debtors.

                    About AMF Bowling Worldwide

AMF Bowling Worldwide Inc. is the largest operator of bowling
centers in the world.  The Company and several affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case Nos. 12-36493 to
12-36508) on Nov. 12 and 13, 2012, after reaching an agreement
with a majority of its secured first lien lenders and the landlord
of a majority of its bowling centers to restructure through a
first lien lender-led debt-for-equity conversion, subject to
higher and better offers through a marketing process.  At the time
of the bankruptcy filing, AMF operated 262 bowling centers across
the United States and, through its non-Debtor facilities, and 8
bowling centers in Mexico -- more than three times the number of
bowling centers of its closest competitor.

Debt for borrowed money totals $296 million, including
$216 million on a first-lien term loan and revolving credit,
and $80 million on a second-lien term loan.

Mechanicsville, Virginia-based AMF first filed for bankruptcy
reorganization in July 2001 and emerged with a confirmed
Chapter 11 plan in February 2002 by giving unsecured creditors
7.5% of the new stock.  The bank lenders, owed $625 million,
received a combination of cash, 92.5% of the stock, and $150
million in new debt.  At the time, AMF had over 500 bowling
centers.

Judge Kevin R. Huennekens oversees the 2012 case, taking over from
Judge Douglas O. Tice, Jr.  Patrick J. Nash, Jr., Esq., Jeffrey D.
Pawlitz, Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis
LLP; and Dion W. Hayes, Esq., John H. Maddock III, Esq., and Sarah
B. Boehm, Esq., at McGuirewoods LLP, serve as the Debtors'
counsel.  Moelis & Company LLC serves as the Debtors' investment
banker and financial advisor.  McKinsey Recovery & Transformation
Services U.S., LLC, serves as the Debtors' restructuring advisor.
Kurtzman Carson Consultants LLC serves as the Debtors' claims and
noticing agent.

Kristopher M. Hansen, Esq., Sayan Bhattacharyya, Esq., and
Marianne S. Mortimer, Esq., at Stroock & Stroock & Lavan LLP; and
Peter J. Barrett, Esq., and Michael A. Condyles, Esq., at Kutak
Rock LLP, represent the first lien lenders.

An ad hoc group of second lien lenders is represented by Lynn L.
Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner & Beran,
PLC; and Ben H. Logan, Esq., Suzzanne S. Uhland, Esq., and
Jennifer M. Taylor, Esq., at O'Melveny & Myers LLP.

The Official Committee of Unsecured Creditors retained Pachulski
Stang Ziehl & Jones LLP as its lead counsel; Christian & Barton,
LLP as its local counsel; and Mesirow Financial Consulting, LLC as
its financial advisors.


ANTIOCH COMPANY: Retains GA Keen to Market Former Headquarters
--------------------------------------------------------------
GA Keen Realty Advisors, the real estate division of Great
American Group, Inc., has been exclusively retained by The Antioch
Company, LLC d/b/a Creative Memories to market and sell the
company's former headquarters in Yellow Springs, Ohio through a
bankruptcy sale process.

The 95,062 square-foot building features 66,574 square-feet of
warehouse and 26,823 square-feet of office space.  There are
currently two tenants leasing a combined total of 20,555 square-
feet producing annual rental income of approximately $250,000.

"This property represents an excellent opportunity for both users
and investors," said Matthew Bordwin, Co-President of GA Keen
Realty Advisors.  "From a user's perspective they can offset the
cost of operating the facility with the existing rental income and
investors will be looking to not only benefit from the current
rental stream but from the upside to be realized in connection
with leasing the remainder of the facility."

Located at 888 Dayton St., the property is less than 20 miles
northeast of Dayton and just minutes from Interstate 70 and
Interstate 675.  The property features six dock-height loading
doors, one drive-in door and numerous climate-controlled meeting
and conference rooms.  Built in 1975 and renovated in 2000, the
building has clear ceiling heights of 12 to 28 feet.  The facility
is located on a 12.47-acre site in an area zoned for light
industrial use with 191 parking spaces.

The property is being marketed as part of a bankruptcy sale and
stalking horse proposals are currently being accepted.  As such,
interested parties are encouraged to act immediately.

For more information about the property, contact Matthew Bordwin
at 646-381-9222 or at mbordwin@greatamerican.com.

                    About The Antioch Company

St. Cloud, Minn.-based scrapbook company The Antioch Company and
six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn.
Case No. 13-41898) in Minneapolis on April 16, 2013.  Antioch
disclosed $10 million to $50 million in both assets and debts.

The affiliates that separate filed for Chapter 11 are Antioch
International-Canada LLC, Antioch International LLC, zeBlooms LLC,
Antioch Framers Supply LLC, Antioch International-New Zealand LLC,
and Creative Memories Puerto Rico, LLC.

Founded in 1926, Antioch and its affiliates make up one of the
world's preeminent suppliers of scrapbooks, related accessories,
and photo solutions for memory preservation through the direct
sales channel.  The Debtors also go by business names Creative
Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame
of Mind and Webway.

Antioch has 200 employees and currently has operations through the
Debtor companies and foreign subsidiaries in the United States,
Canada, Japan, Australia, and New Zealand. In 2012, the Company's
net revenue was approximately $93.8 million and it had a net loss
of $3.7 million.

Antioch previously sought bankruptcy protection in 2008 (Bankr.
S.D. Ohio Case No. 08-35741).

In the 2013 case, the U.S. Trustee appointed a seven-member
creditors committee.


ANTIOCH COMPANY: Faegre Baker Approved as Committee's Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of The Antioch Company, LLC, et al., to retain Faegre Baker
Daniels LLP as counsel.

Faegre is expected to, among other things:

   a. render advice to the Committee with respect to its powers
      and duties in the cases;

   b. assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of
      the Debtors, the operation of the Debtors' businesses and
      any other matter relevant to the cases; and

   c. participate in negotiations with the Debtors and other
      parties-in-interest with respect to the administration
      of the Debtors' estates, plan of reorganization and
      disclosure statement, and otherwise protect and promote
      the interests of the general unsecured creditors of the
      Debtors.

The hourly rates of attorneys who will primarily represent the
Committee in the cases are:

         Michael B. Fisco, partner           $635
         Abby E. Wilkinson, partner          $460
         Eric J. Howe, associate             $370
         Nicole M. Murphy, associate         $295
         Susan Carlson, paralegal            $235

Other attorneys and support staff may provide services to the
Committee in connection with the cases.  The firm's current hourly
rates are:

         Partners                         $395 - $900
         Associates                       $240 - $435
         Paralegals                       $135 - $265

To the best of the Committee's knowledge, Faegre does not hold or
represent any interest adverse to the Committee, the Debtors or
their estates.

In a separate filing, the Court authorized the Committee to retain
Crowe Horwath LLP as its financial advisor, Fredrikson & Byron PA,
and McDonald Hopkins LLC.

                     About The Antioch Company

St. Cloud, Minn.-based scrapbook company The Antioch Company and
six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn.
Case No. 13-41898) in Minneapolis on April 16, 2013.  Antioch
disclosed $10 million to $50 million in both assets and debts.

The affiliates that separately filed for Chapter 11 are Antioch
International-Canada LLC, Antioch International LLC, zeBlooms LLC,
Antioch Framers Supply LLC, Antioch International-New Zealand LLC,
and Creative Memories Puerto Rico, LLC.

Founded in 1926, Antioch and its affiliates make up one of the
world's preeminent suppliers of scrapbooks, related accessories,
and photo solutions for memory preservation through the direct
sales channel.  The Debtors also go by business names Creative
Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame
of Mind and Webway.

Antioch has 200 employees and has operations through the Debtor
companies and foreign subsidiaries in the United States, Canada,
Japan, Australia, and New Zealand. In 2012, the Company's net
revenue was approximately $93.8 million and it had a net loss of
$3.7 million.

Antioch previously sought bankruptcy protection in 2008 (Bankr.
S.D. Ohio Case No. 08-35741).

Judge Dennis D. O'Brien oversees the 2013 case.  Sean Malloy,
Esq., Michael Kaczka, Esq., and Manju Gupta, Esq., at McDonald
Hopkins LLC; and Clinton E. Cutler, Esq., and Douglas W.
Kassebaum, Esq., at Fredrikson & Byron, P.A., serve as counsel to
the Debtors.

The U.S. Trustee appointed a seven-member creditors committee in
the 2013 case.  The Committee tapped Faegre Baker Daniels LLP as
its counsel, Crowe Horwath LLP as its financial advisor, and
Stoneleigh Group Holdings LLC's Kevin Willis as Chief
Restructuring Officer.


APPVION INC: New $375MM First Lien Loan Gets Moody's Ba3 Rating
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Appvion Inc.'s
(formerly Appleton Papers Inc.) proposed $375 million first lien
term loan maturing 2019 and a B3 rating to the company's proposed
$200 million second lien term loan maturing 2020.

The company's speculative-grade liquidity rating was upgraded to
SGL-2 from SGL-3 and the company's rating outlook was changed to
positive from stable. The company's B2 corporate family rating and
B2-PD probability of default rating were affirmed.

Issuer: Appvion, Inc.

Upgrades:

Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3

Assignments:

$200M Senior Secured Bank Credit Facility, Assigned B3

$375M Senior Secured Bank Credit Facility, Assigned Ba3

$375M Senior Secured Bank Credit Facility, Assigned a range of
LGD2, 28 %

$200M Senior Secured Bank Credit Facility, Assigned a range of
LGD5, 72 %

Outlook Actions:

Outlook, Changed To Positive from Stable

Affirmations:

Probability of Default Rating, Affirmed B2-PD

Corporate Family Rating, Affirmed B2

The proceeds from the term loans will be used to repay the
company's $503 million existing indebtedness, including prepayment
penalties and financing fees. The company's proforma adjusted
leverage will increase slightly following the refinancing;
however, this is expected to be offset by the company's improved
interest coverage. The Ba3 rating on the first lien term loan are
notched two rating levels above the corporate family rating due to
their senior ranking to the company's second lien term loan (rated
B3), which provides loss absorption for the first lien debt. The
ratings are subject to the conclusion of the proposed transaction
and Moody's review of final documentation.

Ratings Rationale:

The positive outlook reflects Moody's expectations of improved
financial performance, supported by higher earnings due to
implementation of the company's new paper supply contract, lower
interest costs and growth from the company's thermal paper and
encapsys business.

Appvion's B2 CFR reflects the company's leading global market
position in several specialty paper niches, its improving product
diversity and the company's strong and stable margins. The rating
is tempered by the secular contraction in the demand for the
company's carbonless paper business, the company's limited
financial flexibility due to its employee stock ownership plan and
the company's exposure to potential contingencies associated with
environmental issues. Over the mid-term, the growth of the
company's thermal paper and microencapsulating businesses are
expected to offset the decline in the company's carbonless paper
business. Moody's expects the company's financial leverage
(adjusted debt / EBITDA) to approach 5 times over the next 12 to
18 months.

Appvion's speculative grade liquidity rating of SGL-2 reflects the
company's good liquidity position. As of the quarter ended March
31, 2013, Appvion had approximately $2 million of cash and roughly
$66 million of borrowing capacity under its $100 million ABL
revolving credit facility (after $6.5 million of drawings and $16
million of letters of credit usage). In conjunction with the
proposed refinancing, the ABL revolving credit facility will be
replaced with a 5-year senior secured first lien revolving credit
facility. Moody's estimates free cashflow of approximately $35
million over the next year. Covenant issues are not expected over
the near term. Most of the company's assets are encumbered and the
company does not have any scheduled debt maturities over the next
12 months.

An upgrade may be warranted if the company is able to sustain
adjusted debt to EBITDA below 5 times. A deterioration in
operating performance (such that normalized RCF/TD and (RCF-
CapEx)/TD would drop below 5% and 2%, respectively), due in part
to an inability to replace declining carbonless paper volumes with
either new or existing products, a significant escalation in
anticipated environmental costs or a deterioration in liquidity,
could negatively impact the ratings and/or outlook.

The principal methodology used in this rating was the Global Paper
and Forest Products Industry Methodology published in September
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.

Appvion headquartered in Appleton, Wisconsin, develops and
manufactures specialty coated paper products, including thermal
papers (49% of revenues), carbonless papers (45%), as well as a
microencapsulating business (6%). Appvion has four manufacturing
sites, two of which are located in Wisconsin, one in Pennsylvania
and one in Ohio. In 2001, the company was acquired by its
employees through an employee stock ownership plan (ESOP). LTM
sales ending March 31, 2013 were $841 million.


AQGEN LIBERTY: S&P Assigns 'B' ICR; Outlook Stable
--------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' issuer
credit rating on AqGen Liberty Management I Inc. and AqGen Liberty
Management II Inc (together, AqGen).  The rating outlook is
stable.  At the same time, S&P assigned its 'B' issue-level rating
on AqGen's proposed $255 million senior secured credit facility,
which will consist of a $230 million term loan (due in 2020) and a
$25 million revolver (due in 2018, which will be undrawn at
close).

"Our ratings on AqGen reflect the pro forma consolidated entity's
weak financial profile, including high debt leverage and negative
tangible equity following the leveraged buyout.  In addition, the
lack of a track record as a stand-alone entity weighs on AqGen's
credit quality, in our view," said Standard & Poor's credit
analyst Trevor Martin.  S&P believes the transition to a stand-
alone firm poses some challenges, with nonrecurring transition
costs and recent fee cuts likely to depress cash flow and debt
service capacity, at least in the near term.  The rating also
reflects AqGen's relatively limited scale and position in the
highly competitive wealth management business.

AqGen plans to issue a $230 million, seven-year first-lien senior
secured term loan to finance the buyout by two private equity
firms.  The private equity firms are contributing $199 million of
equity toward the $413 million purchase price.  In addition, AqGen
is seeking a $25 million, five-year first-lien senior secured
revolving credit facility, which will be undrawn as close.

The transaction will create a new organizational structure.  AqGen
Liberty Holdings LLC, the ultimate holding company, will reside at
the top of the structure, with two intermediate holding companies
one level below.  These holding companies, AqGen Liberty
Management I and AqGen Liberty Management II, will be the co-
borrowers of the debt and will hold the operating entities of
two distinct businesses.  AqGen Liberty Management I will contain
Altegris Holdings Inc., which is the company's alternative asset
management platform. AqGen Liberty Management II will contain the
turnkey asset management platform (TAMP).

The stable outlook incorporates S&P's view that the firm's
financial profile will remain fairly aggressive in the near term.
Although fee cuts will affect EBITDA, S&P expects EBITDA will
rebound over time through growth in assets under management (AUM).
S&P would consider an upgrade if the debt-to-EBITDA multiple
improves to closer to 3.0x on a sustained basis.  However, an
upgrade would also be contingent on the company establishing a
track record as a stand-alone entity.  Conversely, S&P would
consider downgrading the company if AUM falls below $20 billion or
debt leverage rises above 5.0x.


ARROW ALUMINUM: Files Plan to Pay First Citizens Bank
-----------------------------------------------------
Arrow Aluminum Industries, Inc., Edna Elaine Blackwell, and Ricka
Blackwell filed with the U.S. Bankruptcy Court for the Western
District of Tennessee, Western Division, which provides for the
Arrow's primary creditor, First Citizens National Bank, receiving
a secured claim for the equipment and the insider principals
obtaining reverse mortgages on their homes and properties to pay
Citizens Bank.

Debtors Ricka Blackwell and Edna Elaine Blackwell join the
Disclosure Statement explaining the Plan but their Chapter 11
cases are not substantively consolidated.  The Individual Debtors
intend to seek dismissal of their cases in order to effectuate the
reverse mortgage.  They have no other assets for distribution to
creditors.

The Claims against the Debtor consist of:

   * Administrative Expense Claims, to be paid in full as soon as
     practicable after the Effective Date.

   * The secured claim of the First Citizens National Bank (Class
     1) in the amount of $2,000,000, which will be paid 180 equal
     monthly installments from the Effective Date.

   * The Internal Revenue Service and State of Tennessee unsecured
     priority claims (Class 2), which total $315,498, to be paid
     in 60 months, with interest.

   * IRS Secured Claim (Class 3), which total $285,378, will be
     treated as fully undersecured in Class 2 and 5.

   * The Allowed FCNB Undersecured Claim (Class 4) will be
     determined after receipt of funds from the reverse mortgages
     obtained by the Debtor's principals and paid to FCNB.

   * General Unsecured Claims (Class 5) -- all unsecured claims
     FCNB and including potential Claims from the Rejected
     Contracts.  Allowed Claims will receive general limited
     liability company membership interests in the Reorganized
     Debtor consistent with the proportion of their interests in
     the Property prior to the Effective Date.  It is divided into
     Class 3A and 3B.

   * Ownership Claims (Class 6) -- the allowed Claims and
     Interests of the owners of the Debtor.

The monthly payments due on account of the allowed Claims will be
made from the net operational profits (positive cash flow) of the
operations, after allowance for operational expenses (vendor
costs, taxes) and reserves (to cover extraordinary repairs).  The
Reorganized Debtor will remain in the current premises for 180
days after the Effective Date.

Steven N. Douglass, Esq., and Chandra Madison, Esq., at Harris
Shelton Hanover Walsh, PLLC, in Memphis, Tennessee, represent the
Debtors.

A full-text copy of the Disclosure Statement dated June 11, 2013,
is available for free at:

        http://bankrupt.com/misc/ARROWALUMINUMds0611.pdf

                       About Arrow Aluminum

Arrow Aluminum Industries, Inc., filed a Chapter 11 petition
(Bankr. W.D. Tenn. Case No. 13-21470) in Memphis on Feb. 11, 2013.
The petition was signed by William Ted Blackwell as president.
The Debtor has scheduled assets of $126,246,137 and scheduled
liabilities of $3,130,103.  The Debtor is represented by
Harris Shelton Hanover Walsh, PLLC.

Arrow Aluminum previously sought Chapter 11 protection (Case No.
12-1348) in December but the case was promptly dismissed.  In
that case, the U.S. Trustee sought dismissal or conversion to
Chapter 7, while Citizens National Bank sought appointment of a
Chapter 11 trustee to take over management of the Debtor's
properties.


ATP OIL: Obtains Authority to Use Cash Collateral Until June 21
---------------------------------------------------------------
ATP Oil & Gas Corporation obtained court approval of its emergency
motion asking the Court for authority use Cash Collateral until
June 21, 2013.

Throughout the course of its Chapter 11 case, the Debtor has
funded its operations pursuant to a DIP Credit Agreement approved
by the Court.  However, on June 7, 2013, the DIP Lenders served
the Debtor with a DIP Termination Declaration Carve Out Trigger
Notice that terminated the Debtor's ability to use Cash
Collateral.  Pursuant to Section 363(c)(2) of the Bankruptcy Code,
the Debtor may not use the Cash Collateral without the consent of
the DIP Lenders or authority granted by the Court.

Counsel for the Debtor, Charles S. Kelley, Esq., of Mayer Brown
LLP, said the DIP Lenders have consented to the Debtor's use of
Cash Collateral for two weeks for certain expenses. These expenses
represent the minimum expenses identified by the Debtor that are
necessary to continue operations and comply with environmental and
safety regulations through June 21, 2013, he says.

Accordingly, Judge Marvin Isgur authorized the Debtor's interim
use of Cash Collateral for the approved expenditures for the
period from June 10, 2013, through and including June 21, 2013,
consistent with the terms and protections set forth in the Final
DIP Order.

A full-text copy of the Cash Collateral Order and Budget may be
accessed for free at http://is.gd/sQvjtV

                  DIP Lenders' Termination Notice

Credit Suisse AG, Cayman Islands Branch  as administrative agent
and collateral agent under the Debtor's Senior Secured
Superpriority Debtor-in-Possession Credit Agreement dated as of
August 29, 2012, together with certain of the DIP Lenders,
informed the Court and interested parties that it served the
Termination Notice to preserve the DIP Lenders' rights given
existing Events of Default by the Debtor under the DIP Credit
Agreement and the inability of the Debtor and the DIP Lenders to
reach agreement on a budget for the use of Cash Collateral going
forward.

Specifically, the DIP Agent said, service of the Termination
Notice was precipitated by the inability (or unwillingness) of the
Debtor to propose a reliable and appropriate budget for the use of
Cash Collateral going forward. The DIP Lenders have been willing
to allow the use of Cash Collateral pursuant to a budget that
provides for necessary expenses to take the case through the
pending sale of the Debtor's assets pursuant to the DIP Lenders'
credit bid and a reasonable wind-down budget thereafter. However,
the course of the DIP Lenders' ongoing budget discussions with the
Debtor have raised significant questions for the DIP Lenders as to
the motivation of the Debtor's decision makers and their ability
to propose a reliable budget. These ongoing issues left the DIP
Lenders with no choice but to serve the Termination Notice,
relates the DIP Agent.

As the result of the Termination Notice, the Debtor is no longer
authorized to use Cash Collateral beyond June 12, 2013, the end of
the five day period after the Termination Declaration Date absent
consent of the Required DIP Lenders. Additionally, the Termination
Notice also serves as the Carve Out Trigger Notice pursuant to
Paragraph 31 of the of the DIP Order, thereby triggering the
$3,000,000 Carve Out Amount for the case professionals of the
Debtor and the Statutory Committee.

The DIP Agent said the Debtor's actions to date, particularly with
respect to the budget discussions, evidence an apparent lack of
commitment to the Sale process and give the DIP Lenders concern
that the Debtor will be unable to propose a workable, reliable
budget.  Nonetheless, the DIP Lenders continue to believe that the
Sale is the best outcome for the Debtor's estate and remain
willing to agree to a Cash Collateral Budget that will pay the
expenses necessary to take the estate through the sale process
(including a post-Sale wind-down), notes the DIP Agent.

The DIP Agent said the DIP Lenders are willing to agree to a two
week budget for the use of cash collateral in order to permit a
final opportunity to come to an agreed budget that can take the
case through the Sale and a wind-down. The DIP Lenders emphasize
that they remain supportive of paying critical vendor and other
expenses as part of such a budget.

Paul H. Zumbro, Esq., and Stephanie R. Tumbiolo, Esq., of Cravath,
Swaine & Moore LLP, and Charles A. Beckham, Jr., Esq., Henry
Flores, Esq., and Kelli M. Stephenson, Esq., of Haynes and Boone,
LLP, represent the DIP Agent.

Counsel for certain of the DIP Lenders are Ronald J. Silverman,
Esq., Scott K. Seamon, Esq., Amy Kyle, Esq., and Andrew Gallo,
Esq. of Bingham Mccutchen LLP, and R. Michael Farquhar, Esq.,
Phillip L. Lamberson, Esq., Matthew T. Ferris, Esq., Sean B.
Davis, Esq., of Winstead PC.

                          ATP Talks Back

"The issuance of the Termination Notice and the filing of the DIP
Statement instead are a resort to heavy-handed tactics in the
middle of difficult negotiations over a prospective wind-down
budget," the Debtor's counsel, Charles S. Kelley, Esq., of Mayer
Brown LLP, tells the Court.

Mr. Kelley says the Debtor has worked diligently and in good faith
to negotiate and procure a budget that will allow the Debtor to
close the sale and fund the payment of necessary administrative
expenses during the pre-closing period, and provide some
possibility of confirming a Chapter 11 plan.  However, those
efforts (including efforts to even define such expenses) have been
undermined by the DIP Agent's and DIP Lenders' desire to postpone
closing -- although not the approval of the sale itself -- for a
period of up to two months, he adds.

"In fact, the DIP Agent and the DIP Lenders only advised the
Debtor . . . on Monday, June 10, of their intent to delay the
closing. These, and other last minute considerations, including
the inability of the DIP Agent and the DIP Lenders to finalize the
terms of the APA, place the Debtor in a difficult position to
forecast future expenses and ensure,  among other things,
compliance with this Court's orders with respect to the Debtor's
other estate constituents," Mr. Kelley says.

"The Debtor chooses not to respond to the many accusations and
personal attacks, but do not misconstrue its silence as agreement.
Rather, the Debtor already has scheduled a thirty-minute status
conference for the Court and, if asked about any of the unfounded
accusations leveled at the Debtor in the DIP Statement, the Debtor
is prepared to expend as much time as necessary to respond and
explain its position in respect thereof. The Debtor is confident
that the Court will find its conduct during these difficult
negotiations to be above board and in proper exercise of its
duties to the estate as a whole," he added.

                Further Use of Cash at Risk

Jeremy Heallen of BankruptcyLaw360 reported that beleaguered ATP
Oil & Gas Corp. told a Texas bankruptcy court that it had been
unable to agree on a proposed operating budget with bankruptcy
lenders and that its access to cash could be cut off in a matter
of days.

According to the report, joined by its consortium of debtor-in-
possession lenders headed by Credit Suisse Group AG, ATP notified
the bankruptcy court that it had reached an impasse attempting to
hammer out a revised debtor-in-possession budget, missing a June 5
deadline and triggering a cash flow shutdown.

                         About ATP Oil

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

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

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

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.

A 7-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.

ATP is seeking court approval to sell substantially all of its
Deepwater Assets and Shelf Property Assets.


ATP OIL: Gomez Rejection Bid Okayed; June 20 & 21 Sale Hearing Set
------------------------------------------------------------------
Judge Marvin Isgur of the United States Bankruptcy Court for the
Southern District of Texas gave ATP Oil & Gas Corporation
permission to walk away from certain unexpired leases and
executory contracts related to its Gomez Properties and to abandon
any interests relating to the contracts and leases.

The rejection of any Gomez Agreements are effective as of June 13,
2013.

Judge Isgur said all objections to the Debtor's motion that have
not been withdrawn, waived, or settled, are overruled.

In the alternative, Judge Isgur continued, if the oil and gas
lease and rights of way granted by the United States through the
BOEM, made the Gomez Agreements not unexpired leases or executory
contracts, then the interests in the oil and rights of way are
relinquished.

The Court said nothing in the Order will affect or impair in any
way NGP Capital Resources Company's term overriding royalty
interest, transaction documents, rights or claims relating to
properties that do not constitute the Gomez Leases.

Moreover, the Debtor's abandonments of the Gomez Leases is
approved and will be effective as of June 13, 2013. Nothing will
alter the Debtor' obligations incurred in connection with its
Gomez operations, to comply with laws reasonably designed to
protect the public health or safety from identified hazards.

At the request of the United States, through its regulatory
divisions BOEM and BSEE, the Debtor will provide a third party
with access to documents related to decommissioning of the Gomez
Properties.

Claims arising from the rejection or abandonment must be filed on
or before the date that is 30 days from June 13, 2013, Judge Isgur
concluded.

                    June 20 and 21 Sale Hearing

Judge Isgur also entered an order on June 5, 2013, establishing
June 20 and June 21, 2013 at 9:30 a.m. (Central Prevailing Time)
as the hearing dates on ATP Oil & Gas Corporation's Deepwater
Sale.

Charles S. Kelley, Esq., of Mayer Brown LLP, represents ATP as
counsel.

                         About ATP Oil

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

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

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

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.

A 7-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.

ATP is seeking court approval to sell substantially all of its
Deepwater Assets and Shelf Property Assets.


ATP OIL: Gets Court Okay of Blackhill Employment Amendment
----------------------------------------------------------
ATP Oil & Gas Corporation obtained Court approval to amend and
supplement the employment of Blackhill Partners, LLC, to include,
among other things, the retention of John H. Homier as its general
manager, and an increase in the monthly cap that is payable to
Blackhill to $250,000, effective as of the date on and after the
general manager began rendering services to the Debtor.

                         About ATP Oil

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

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

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

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.

A 7-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.

ATP is seeking court approval to sell substantially all of its
Deepwater Assets and Shelf Property Assets.


B-SWDE4 LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: B-SWDE4, LLC
        3455 Cliff Shadows Parkway, Suite 210
        Las Vegas, NV 89129

Bankruptcy Case No.: 13-15085

Chapter 11 Petition Date: June 10, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Adam P. Bowler, Esq.
                  BOGATZ & ASSOCIATES
                  3455 Cliff Shadows Pkwy, Ste 110
                  Las Vegas, NV 89129
                  Tel: (702) 776-7000
                  Fax: (702) 776-7900
                  E-mail: abowler@isbnv.com

Scheduled Assets: $150,000

Scheduled Liabilities: $1,455,000

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nvb13-15085.pdf

The petition was signed by Thomas J. DeVore, COO of LEHM, LLC,
manager.

Affiliates that previously sought Chapter 11 protection:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
B-PWR, LLC                             12-13827   03/03/12
C-SWDE393, LLC                         11-21059   07/03/11
N-NWI4, LLC                            13-13954   05/06/13


BELVEDERE LLC: Case Summary & 4 Unsecured Creditors
---------------------------------------------------
Debtor: Belvedere, LLC
        P.O. Box 8147
        Charlottesville, VA 22906

Bankruptcy Case No.: 13-61207

Chapter 11 Petition Date: June 6, 2013

Court: U.S. Bankruptcy Court
       Western District of Virginia

Debtor's Counsel: Douglas E. Little, Esq.
                  710 East High Street
                  P.O. Box 254
                  Charlottesville, VA 22902
                  Tel: (434) 977-4500
                  Tel: (434) 293-5727

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

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

A copy of the Company's list of its largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/vawb13-61207.pdf

The petition was signed by Charles W. Hurt, manager.


BENESTANTE ENTERPRISES: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Benestante Enterprises, Inc.
        59 Britania Drive
        East Amherst, NY 14051

Bankruptcy Case No.: 13-11562

Chapter 11 Petition Date: June 6, 2013

Court: U.S. Bankruptcy Court
       Western District of New York

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Robert Macaluso, president.


BIRKY FARMS: Case Summary & 13 Unsecured Creditors
--------------------------------------------------
Debtor: Birky Farms, Inc.
        P.O. Box 2465
        Champaign, IL 61825

Bankruptcy Case No.: 13-90766

Chapter 11 Petition Date: June 10, 2013

Court: United States Bankruptcy Court
       Central District of Illinois (Danville)

Judge: Gerald D. Fines

Debtor's Counsel: Nicolas Jon Boileau, Esq.
                  ACTON & SNYDER, LLP
                  11 East North Street
                  Danville, IL 61832
                  E-mail: nick.boileau@acton-snyder.com

Scheduled Assets: $1,672,532

Scheduled Liabilities: $2,043,187

A copy of the Company's list of its 13 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ilcb13-90766.pdf

The petition was signed by Ronald Watkins, sole shareholder/sole
director.


BUILDERS GROUP: Cupey Professional Mall Files in Puerto Rico
------------------------------------------------------------
Builders Group & Development Corp., doing business as Cupey
Professional Mall, sought Chapter 11 protection (Bankr. D.P.R.
Case No. 13-04867) on June 12 in San Juan, Puerto Rico, its home-
town.

The company sought bankruptcy on the eve of a foreclosure sale of
its property.  The Debtor estimated at least $10 million in assets
and liabilities in its petition.

The Debtor has tapped G A Carlo-Altieri & Associates as counsel
and Jose M. Monge Robertin, CPA, as accountants.


CASH STORE: Ontario Agency Starts Proceedings Over Payday Loans
---------------------------------------------------------------
The Cash Store Financial Services Inc. on June 12 disclosed that
the Ontario Ministry of Consumer Services has filed an application
to start legal proceedings against the Company in relation to the
Company's Basic line of credit product offering that was
introduced on Feb. 1, 2013.

In February 2013, the Company ceased offering payday loans in
Ontario and began brokering the Basic line of credit as part of a
wider initiative to offer a risk-based suite of Line of Credit
products allowing customers to build credit and gain access to
less costly funding.

The Company has pending an application for judicial review,
seeking a declaration that certain provisions of the regulations
made under the Ontario Payday Loans Act are void and
unenforceable, which application is scheduled to be heard on
October 2, 2013.  The new application by Ontario seeks a
declaration that the Basic line of credit is subject to the Payday
Loans Act and that the Company must obtain a broker license to
offer this product, irrespective of the validity of the
regulations.

The Company remains committed to maintaining ongoing dialogue with
the Ontario Ministry of Consumer Services with respect to its
concerns and to making changes that further benefit consumers by
helping them to build a better credit score, by providing them
opportunities to reduce their short-term borrowing costs, and by
allowing them greater flexibility than payday loans.  Furthermore,
the Company believes that its practice to offer the funding of
advances by electronic methods provides a safer and friendlier
environment for its customers and staff.  However, the Company
maintains that its operations in Ontario are in compliance with
all applicable laws and intends to oppose the application by the
Ontario Ministry of Consumer Services.

The Company will continue to provide further updates on material
developments to regulatory matters as they occur.

                   About Cash Store Financial

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

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

Cash Store Financial employs approximately 1,900 associates.

                          *     *     *

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

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

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


CASPIAN ENERGY: To Appeal Toronto Stock Exchange Share Delisting
----------------------------------------------------------------
The Toronto Stock Exchange on June 11 disclosed that it will
delist Caspian Energy Inc.'s common shares effective at the close
of market on July 11, 2013 due to the TSX Continued Listing
Committee's view that Caspian was not meeting the continued
listing requirements of the TSX.  Caspian has provided notice to
the TSX that it is appealing this decision and will submit written
arguments to the TSX.  The TSX has encouraged on-going dialogue as
Caspian moves forward with its plans and Caspian intends to pursue
this.  Caspian also plans to make an application for listing on
NEX, subject to the outcome of its appeal to the TSX.

Caspian Energy Inc. is an oil and gas exploration company,
operating in Kazakhstan where it has a number of targets in the
highly prospective Aktobe Oblast of Western Kazakhstan.


CASTLE MAPLEWOOD: Case Summary & 4 Unsecured Creditors
------------------------------------------------------
Debtor: Castle Maplewood, LLC, a Wisconsin Corporation
        1400 E. Fox Lane
        Milwaukee, WI 53217

Bankruptcy Case No.: 13-27864

Chapter 11 Petition Date: June 6, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Wisconsin

Debtor's Counsel: Jeffery D. Nordholm, Esq.
                  STORM, BALGEMAN, MILLER & KLIPPEL, S.C.
                  1011 N. Mayfair Road, #200
                  Wauwatosa, WI 53226
                  Tel: (414) 453-8500

Scheduled Assets: $1,717,824

Scheduled Liabilities: $4,074,881

A copy of the Company's list of its largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/wieb13-27864.pdf

The petition was signed by William E. Eiseman, member.

Related entities that previously sought Chapter 11 protection:

        Entity                         Case No.      Petition Date
        ------                         --------      -------------
William E. Eiseman & Nancy E. Eiseman  12-31537           08/01/12


CITICARE INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Citicare, Inc.
        154 West 127th Street
        New York, NY 10027

Bankruptcy Case No.: 13-11902

Chapter 11 Petition Date: June 9, 2013

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Gabriel Del Virginia, Esq.
                  LAW OFFICES OF GABRIEL DEL VIRGINIA
                  880 Third Avenue, 13th Floor
                  New York, NY 10022
                  Tel: (212) 371-5478
                  Fax: (212) 371-0460
                  E-mail: gabriel.delvirginia@verizon.net

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 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nysb13-11902.pdf

The petition was signed by Silva Umukoro, president.


CODA HOLDINGS: Unsecured Creditors Settle; Non-Auto Sale Approved
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Coda Holdings Inc. was authorized by the bankruptcy
court on June 11 to sell the non-auto business to an insider group
including an affiliate of Fortress Investment Group LLC under a
contract with a $25 million sticker price.

According to the report, the buyer will pay $1.7 million in cash,
with the remainder paid with the loan financing the Chapter 11
case and pre-bankruptcy secured debt.

The creditors' committee became supporters of the sale after
negotiating concessions with the buyers designed to allow eventual
implementation of a liquidating Chapter 11 plan.

The report notes that the settlement provides for expenses of the
Chapter 11 case and priority claims to be paid with the unused
portion of the DIP loan the noteholders provided to finance the
bankruptcy.  From cash that remains, the first $500,000 goes to
unsecured creditors.  Additional cash will be split, with
unsecured creditors receiving one-third and the purchasers two-
thirds.  The noteholders' deficiency claims won't share in the
portion for unsecured creditors.

The report relates that there is a companion sharing arrangement
for proceeds from lawsuits.

A Fortress affiliate holds $15.8 million of the notes to be
exchanged for ownership and is one of the providers of bankruptcy
financing.

                2 More Bankrupt Affiliates

As reported in yesterday's edition of the TCR, Miles Electric
Vehicles Limited and Lio Energy Systems Holdings LLC sought
Chapter 11 protection (Bankr. D. Del. Case No. 13-11511 and 13-
1152) on June 11, 2013.

Paul Lienert and Sakthi Prasad, writing for Reuters, reports that
the bankruptcy flings is another sign of the challenges facing the
"green" car industry.

Consumers have been slow to gravitate to electric vehicles due to
their high cost, lack of convenience and concerns about their
driving range. Among the prominent "green" car makers that face an
uncertain future is southern California-based Fisker Automotive
Inc, which is seeking a buyer after hiring bankruptcy advisers.

General Motors Co, Ford Motor Co, Nissan Motor Co, and Honda Motor
Co, are among the global automakers that have invested heavily in
electric vehicles, but sales have been slow, the report said.

Miles Electric Vehicles LLC, a California-based company that is
separate from, but related to, Coda, was founded in 2004 by
entrepreneur Miles Rubin and was one of the first U.S. companies
to import small, battery-powered electric cars from China, the
report related. It has focused mainly on low-speed vehicles --
electric cars limited to speeds of 25 miles per hour and intended
mainly for off-road use by universities and park services.

                      About CODA Holdings

Los Angeles, California-based CODA Energy --
http://www.codaenergy.com-- made an electric auto that was a
commercial failure.  The company marketed the Coda Sedan, which
sold only 100 copies.  It was an electrically powered version of
the Hafei Saibao, made in China.  After bankruptcy, Los Angeles-
based Coda intends to concentrate on making stationery electric-
storage systems.

CODA Holdings, Inc., Coda Energy LLC and three other affiliates
filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
13-11153) on May 1, 2013, to enable the Company to complete a
sale, confirm a plan, and emerge from bankruptcy in a stronger
position to execute its new business plan.  The Company expects
the sale process to take 45 days to complete.

FCO MA CODA Holdings LLC, an affiliate of Fortress Investment
Group, is leading a consortium of lenders intending to provide DIP
financing to enable the Company's energy storage business to
remain fully operational during the restructuring process.  The
consortium, or its designee, will also as stalking horse bidder to
acquire the Company post-bankruptcy.  In addition, the Company
will seek to monetize value of its existing automotive business
assets.

CODA disclosed assets of $10 million to $50 million and
liabilities of less than $100 million.  The Debtors have incurred
prepetition a significant amount of secured indebtedness: secured
notes of with principal in the amount of $59.1 million; term loans
in the principal amount of $12.6 million; and a bridge loan with
$665,000 outstanding.  FCO and other bridge loan lenders have
"enhanced priority" over other secured noteholders that did not
participate in the bridge loans, pursuant to the intercreditor
agreement.

CODA's legal advisor in connection with the restructuring is White
& Case LLP.  Emerald Capital Advisors serves as its Chief
Restructuring Officer and restructuring advisor, and Houlihan
Lokey serves as its investment banker for the restructuring.
Sidley Austin LLP is serving as FCO MA CODA Holdings LLC's legal
advisor.


COMMODORE INT'L: 2nd Circ. Walls Off Favored Path to Coverage
-------------------------------------------------------------
Bibeka Shrestha of BankruptcyLaw360 reported that the Second
Circuit last week gutted a key precedent that policyholders have
long used to argue that excess liability insurers should drop down
and pay for losses not covered by lower-level carriers, drawing
narrow boundaries around an influential 1928 decision in ruling
against the officers of bankrupt technology company Commodore
International Ltd.

According to the report, ruling on a directors and officers
coverage dispute, the federal appeals court threw into question
the value of its long-standing precedent in Zeig v. Massachusetts
Bonding & Insurance Co.

                          About Commodore

Commodore International Corporation (OTC:CDRL) --
http://www.commodorecorp.com/-- creates, develops and offers
innovative digital media services, software and hardware.
Innovations such as the CommodoreWorld(TM) multi media platform,
the Gravel(TM) premium product line and the In Public MediaTower,
open up new opportunities for the customization and sharing of
media entertainment, such as music, movies and games.  CIC's
European operational office headquarters is in Baarn, The
Netherlands and its U.S. headquarters is in Century City,
California.


CONQUEST SANTA FE: Plan Outline Hearing Continued to July 6
-----------------------------------------------------------
The adequacy hearing on the Disclosure Statement explaining
Conquest Santa Fe, L.L.C.'s proposed Chapter 11 Plan has been
continued to July 6, 2013, at 2:30 p.m., in Tucson, Arizona.

The hearing was previously scheduled for May 2, 2013, and was then
continued to June 4, 2013.

The Debtor's First Amended Chapter 11 Plan and Disclosure
Statement is dated May 20, 2013.  Among other things, the Amended
Disclosure Statement relates in depth description of the Debtor's
assets and indebtedness.

The Amended Disclosure Statement emphasizes the proposed treatment
afforded to Class 6 Allowed General Unsecured Claims.  Conquest's
allowed general unsecured creditors will be paid their pro rata
share of the initial distribution, in the total amount of $25,000
on the Effective Date.  Beginning on the Effective Date, all
unpaid amounts of Allowed Unsecured Claims will accrue interest at
a rate equal to 2% per annum, or such rate as otherwise set by the
Court.  Starting from the second anniversary of the Effective
Date, and each year thereafter until the Fifth Anniversary of the
Effective Date, each claimant will receive an annual distribution,
equal to their pro rata share of the greater of $25,000 or 25% of
the Net Income of Conquest's Hotel property, after payment of all
other Plan Payments.

Conquest notes that if LPP Mortgage, Ltd., does not hold a general
unsecured claim, it is estimated that all creditors will be paid
within 4 years after the Effective Date. LPP is the successor
lender to Conquest.  If LPP is awarded a general unsecured claim,
creditors will likely not be repaid in full.  The amount of
repayment will depend on the allowed amount of LPP's claim.

Proposed treatment under the Plan for the other claim classes are
essential the same as disclosed in the Original Chapter 11 Plan.
As reported by The Troubled Company Reporter on April 8, 2013, the
Plan provides that (1) the secured claim of LPP Mortgage, which
the Debtor disputes, will be allowed on the amount determined by
the Court, reduced by an offset of any damages awarded the Debtor
by the Court, against LPP, and (2) prepetition equity holders will
continue their ownership of the company post-confirmation.

A copy of First Amended Disclosure Statement dated May 20 is
available at http://bankrupt.com/misc/CONQUESTSTAFEds0520.PDF

                      About Conquest Santa Fe

Conquest Santa Fe, LLC, filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-24937) in Tucson, Arizona, Nov. 16, 2012,
estimating at least $10 million in assets and liabilities.
Judge Eileen W. Hollowell presides over the case.  Lowell E.
Rothschild, Esq., Scott H. Gan, Esq., and Frederick J. Petersen,
Esq., at Mesch, Clark & Rothschild, P.C., in Tucson, Arizona,
serve as counsel to the Debtor.

The Debtor owns and operates the 92-room Hyatt Place Hotel on
Cerillos Road in Santa Fe, New Mexico, which opened for business
on May 25, 2010.


COUNTRYWIDE FIN'L: BofA Could Still Put Countrywide into Ch. 11
---------------------------------------------------------------
Karen Freifeld, writing for Reuters, reported that Bank of America
Corp could put its Countrywide Financial unit into bankruptcy if
it fails to win court approval for an $8.5 billion settlement with
mortgage investors, a bank executive said on Monday.

According to the report, Chief Risk Officer Terrence Laughlin was
testifying at a hearing in New York state court on whether to
approve the deal, which would settle claims by investors who said
Countrywide misrepresented the mortgages underlying bonds they
bought.

During negotiations leading up to the June 2011 settlement, Bank
of America threatened to put Countrywide, which it had rescued at
the height of the financial crisis in 2008, into bankruptcy, the
report said. That possibility was still on the table, Laughlin
said on Monday.

"One of the options that was available to us and continues to be
available to us was to put Countrywide into bankruptcy," Laughlin
said, the report related.

Laughlin represented Bank of America at negotiations with
institutional investors, including BlackRock Inc, MetLife Inc, and
Allianz SE's Pacific Investment Management Co.

American International Group Inc and a handful of other investors
are challenging the deal, saying it offers only pennies on the
dollar.

                   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.


CROSSROAD STATION: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Crossroad Station, LLC
        61295 Mountain Breezes Court
        Bend, OR 97707

Bankruptcy Case No.: 13-33636

Chapter 11 Petition Date: June 6, 2013

Court: U.S. Bankruptcy Court
       District of Oregon

Debtor's Counsel: Rex K. Daines, Esq.
                  OLSEN DAINES
                  P.O. Box 12829
                  3995 Hagers Grove Road
                  Salem, OR 97309
                  Tel: (503) 362-9393

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

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

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

The petition was signed by David Lester Howland, member.


DETROIT, MI: Has 50/50 Bankruptcy Chance, Emergency Manager Says
----------------------------------------------------------------
Reuters reported that in his first public meeting, Detroit
Emergency Manager Kevyn Orr said on Monday the city has a 50/50
chance of filing for bankruptcy.

According to the report, speaking to an audience at Wayne State
University, Orr delivered a message of fiscal discipline but
offered few details of his plan for negotiating with Detroit's
creditors, public employees or retirees.

Detroit is believed to owe about $17 billion in debt and other
liabilities, the report said. When he released his first official
report on Detroit's finances last month, Orr said the city will
have enough cash on hand to meet its existing obligations through
at least the fourth quarter.

Asked about the possibility of a bankruptcy filing, Orr said:
"I'll take a dive and say 50/50," the report related.

"And I will learn more in the coming weeks once we have
discussions with stakeholders and creditors," the report further
related.

Orr, a bankruptcy lawyer who was appointed as Detroit's emergency
financial manager in March, is scheduled to meet with the city's
creditors on Friday, the report said.


DEWEY STRIP: Files Bare-Bones Chapter 11 Petition in Delaware
-------------------------------------------------------------
Las Vegas, Nevada-based Dewey Strip Holdings LLC and Las Vegas
North Strip Holdings Syndications Group LLC sought Chapter 11
protection (Bankr. D. Del. Case Nos. 13-11479 and 13-11480) on
June 7 in Delaware, without stating a reason.

Each debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $10 million in assets and at
least $100 million in liabilities.

The Debtors have tapped Neal Wolf & Associates, LLC and Womble
Carlyle Sandridge & Rise, LLP as bankruptcy counsel.

Martin H. Walrath, IV, vice-president of International Property
Syndications, Ltd., as manager and sole member, signed the
petitions.


DEWEY STRIP: Case Summary & Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Dewey Strip Holdings, LLC
        9440 W. Sahara Avenue, Suite 240
        Las Vegas, NV 89117

Bankruptcy Case No.: 13-11479

Chapter 11 Petition Date: June 7, 2013

Court: U.S. Bankruptcy Court
       District of Delaware

Debtors? Counsel: Steven K. Kortanek, Esq.
                  WOMBLE CARLYLE SANDRIDGE & RICE, LLP
                  222 Delaware Avenue, Suite 1501
                  Wilmington, DE 19801
                  Tel: (302) 252-4363
                  Fax: (302) 661-7728
                  E-mail: skortanek@wcsr.com

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

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

Affiliate that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Las Vegas North Strip Holdings
  Syndications Group, LLC               13-11480
fka Las Vegas North Strip Holdings, LLC
  Assets: $10,000,001 to $50,000,000
  Debts: $100,000,001 to $500,000,000

The petitions were signed by Martin H. Walrath, IV, vice president
of International Property Syndications, Ltd., sole member.

A. Dewey Strip Holdings' List of Its Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wells Fargo Bank, National         Loan               $215,250,000
Association as Administrative Agent
299 South Main Street, 6th Floor
Salt Lake City, UT 84111

Manufacturers and Traders Trust    Loan                $28,320,000
Company, as Collateral Trustee
1 M&T Plaza, 7th Floor
Buffalo, NY 14203

Clark County Treasurer             Special Assessments      $3,461
Las Vegas Boulevard                Fees
Maintenance, File 57254
Los Angeles, CA 90074

Bank of the West Relationship      Loan                    Unknown
Manager

City National Bank                 Loan                    Unknown

KeyBank National Association       Loan                    Unknown

Pacific Capital Bank, N.A.         Loan                    Unknown

B. Las Vegas North Strip Holdings' List of Its Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wells Fargo Bank, National         Loan               $215,250,000
Association as Administrative Agent
299 South Main Street, 6th Floor
Salt Lake City, UT 84111

Manufacturers and Traders Trust    Loan                $28,320,000
Company, as Collateral Trustee
1 M&T Plaza, 7th Floor
Buffalo, NY 14203

Clark County Treasurer             Special Assessments      $2,200
Las Vegas Boulevard                Fees
Maintenance, File 57254
Los Angeles, CA 90074

Bank of the West Relationship      Loan                    Unknown
Manager

City National Bank                 Loan                    Unknown

KeyBank National Association       Loan                    Unknown

Pacific Capital Bank, N.A.         Loan                    Unknown


DOCTORS HOSPITAL: LaSalle Claim Should Be Offset v Nomura Proceeds
------------------------------------------------------------------
In the lawsuit, Gus A. Paloian, Chapter 11 Trustee of Doctors
Hospital of Hyde Park, Inc., Counter-Claimant, v. LaSalle Bank
National Association, f/k/a LaSalle National Bank, as Trustee for
Certificate Holders of Asset Securitization Corporation Commercial
Pass-Through Certificates, Series 1997, D5, by and through its
servicer, Orix Capital Markets, LLC Counter-Claim Defendant, Adv.
Proc. No. 11 A 01983 (Bankr. N.D. Ill.), the Chapter 11 Trustee
summary judgment declaring and adjudging that the claim filed in
the Doctors Hospital bankruptcy case by LaSalle Bank National
Association -- f/k/a LaSalle National Bank as Trustee for
Certificate Holders of Asset Securitization Corporation Commercial
Mortgage Pass-Through Certificates, Series 1997, D5, by and
through its Servicer, Orix Capital Markets, LLC -- is offset to
the extent of recovery by it from a third party in assertedly
related litigation.

In 2000, LaSalle filed a $60 million claim against the Debtor's
Estate for the principal balance and other amounts allegedly due
on a loan guaranteed by the Debtor.  At the same time LaSalle
filed suit in a New York District Court to recover damages from
Nomura Asset Capital Corporation, the party who had assigned the
loan to LaSalle.  That suit was based on provisions in the
assignment contract.  In July 2006, LaSalle received $67.5 million
from Nomura in settlement of the New York Litigation.

The debts claimed due in LaSalle's Proof of Claim are asserted in
Count I of the Chapter 11 Trustee's Counterclaim to be the same as
LaSalle has already recovered in its settlement with Nomura.  The
Chapter 11 Trustee argues that LaSalle's only damage sought in the
New York case was thereby recovered in the litigation settlement,
namely the principal balance, interest, and other amounts due on
the mortgage loan.  The Chapter 11 Trustee argues that LaSalle
seeks to recover those very claims a second time by its pending
claim against the bankruptcy estate.

Bankruptcy Judge Jack B. Schmetterer agrees with the Chapter 11
Trustee.  In a June 10, 2013 Opinion available at
http://is.gd/bpBP1hfrom Leagle.com, Judge Schmetterer said, "a
Summary Judgment Order will enter on Count I adjudging and
declaring that proceeds of the Nomura Settlement are to be
credited as an offset against the LaSalle Proof of Claim filed
against the bankruptcy estate. Other Counts of the Counterclaim
contesting certain elements of the Proof of Claim will be set for
trial along with the Claim itself and further evidence will be
taken to establish the net balance due on the Claim, if any, after
crediting the offset."

Doctors Hospital of Hyde Park, Inc., filed for Chapter 11
protection (Bankr. N.D. Ill. Case No. 00-11520) on April 17, 2000.
On April 22, 2004, Gus A. Paloian, Esq., at Seyfarth Shaw LLP in
Chicago, was appointed the Chapter 11 trustee for Doctors
Hospital.


DOLE FOOD: Moody's Alters Outlook to Negative After Buyout Bid
--------------------------------------------------------------
Moody's affirmed the ratings Dole Food Company, Inc. -- including
its B1 Corporate Family Rating -- and changed the outlook to
negative from stable.

The negative outlook reflects the uncertainty and event risk
associated with Dole Chairman and CEO David Murdock's bid to take
the company private for approximately $1.5 billion. The offer is
subject to review and approval by both an independent committee of
the board as well as shareholders.

The following ratings are affirmed:

Dole Food Company, Inc.:

Corporate Family Rating of B1

Probability of Default Rating B1-PD

$180 million 5-year senior secured revolving credit facility at
Ba3 (LGD 3, 32%)

$500 million 7-year term loan B at Ba3 (LGD 3, 31%)

$125 million 7-year senior secured delayed draw term loan at Ba3
(LGD 3, 32%)

Speculative Grade Liquidity Rating is SGL-2.

The rating outlook is revised to negative from stable.

Ratings Rationale:

Dole's B1 CFR reflects the earnings and cash flow volatility
inherent in its commodity-oriented business, its relatively high
leverage, as well as the impact of uncontrollable factors such as
weather and regulations on key products. Dole benefits from
sizeable scale, with over $4.2 billion in proforma 2012 revenues,
leading market positions in a number of categories, and good
geographic diversity. Dole has some geographic diversity with 61%
of its revenues from North America and 32% from Europe on a pro
forma 2012 basis. The company's April 2013 sale of its worldwide
packaged foods and Asia fresh produce businesses left the
remaining company largely concentrated in fresh fruits and
vegetables.

The negative outlook reflects the uncertainty and event risk
associated with Dole Chairman and CEO's David Murdock's offer to
purchase the company for approximately $1.5 billion. Mr. Murdock
and his affiliates currently own around 40% of Dole's common
stock. The offer is subject to approval by an independent
committee of the board and shareholders. If successful, this would
represent the second time Murdock has taken Dole private, having
previously taken the company private in 2003.

A downgrade could be considered if the company is taken private in
a leveraged transaction, or if for any other reason debt/EBITDA is
sustained above 5.5 times. Ratings could also be downgraded if
operating profits deteriorate or if the company engages in large
debt funded acquisitions or shareholder returns. It is highly
unlikely that Moody's would consider an upgrade of Dole's ratings
until such time as questions concerning its ownership and the
profile of its capital structure are resolved. Over time, ratings
could be upgraded if Dole achieves material and sustained
improvement in operating margins and is able to reduce leverage
such that debt to EBITDA is sustained below 4 times, incorporating
Moody's adjustments. Management's willingness to commit to such
lower leverage levels would be an important consideration. Upward
rating momentum would also require maintenance of a strong
liquidity profile

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

Headquartered in Westlake Village, California, Dole Food Company,
Inc. is a leading producer of fresh fruit and fresh vegetables.
2012 sales, proforma for the sale of its worldwide packaged foods
and Asia fresh produce businesses were approximately $4.2 billion.
Dole's chairman, David Murdock, and his affiliates beneficially
own approximately 40% of the company's common stock.


EASTMAN KODAK: UST, Tech Companies Have Plan Outline Objections
---------------------------------------------------------------
Various companies filed objections to the disclosure statement
explaining Eastman Kodak's Chapter 11 reorganization plan.
Approval of the disclosure statement -- which outlines the terms
of the Plan -- is a prerequisite for commencing the solicitation
of votes and scheduling a confirmation hearing.

The U.S. Trustee's Office, as well as various tech companies,
including Oracle America Inc., LG Electronics Inc., Century
Indemnity Co., IBM Corp., Fujifilm Corp., Intel Corp., Nikon Corp.
and Hewlett-Packard Co. filed objections to the adequacy of the
information in the disclosure statement.

U.S. Trustee Tracy Hope Davis, the official charged with
regulating bankruptcy cases in the New York region, questioned a
provision of the restructuring plan, which releases third parties
from various claims and bars creditors from suing them.  Ms. Davis
also questioned the basis for the so-called substantive
consolidation, where creditors of the parent company
and subsidiaries are treated the same.

The U.S. trustee further said the plan outline should disclose
whether insiders who provided services prior to approval of the
restructuring plan would receive payment, and that Kodak should
explain why such payment does not violate the federal U.S.
bankruptcy law.  Ms. Davis was referring to Section 503(c) that
was added to the Bankruptcy Code in 2005 to limit executive
compensation.

"To the extent any such allowance or payment is contemplated under
the plan, the disclosure statement should disclose the recipient
or recipients and the amount due," the U.S. trustee said.

Kodak retirees and creditors also criticized the company for
giving insufficient information about many facets of its plan,
including the termination of so-called nonqualified retirement
plans, estimated recovery for some classes of creditors and the
potential impact of the restructuring plan on their license
agreements with Kodak.

The tech companies, as well as an insurer, say that the Disclosure
Statement does not include adequate information about Kodak's
treatment of patent and other agreements under the plan, according
to BankruptcyLaw360.

BankruptcyData reports that, another objector, Dai Nippon Printing
Co., asserts, "The Disclosure Statement inadequately discloses the
treatment of DNP's Reserved Rights and Defenses in connection with
the Sale and Plan, and, in particular, fails to disclose whether
the DNP Contracts constitute 'Shared Contracts' under the KPP
Purchase Agreement.  Additionally, the proposed assumption and
assignment provisions and sale free and clear provisions contained
in the Approval Motion would unfairly limit DNP's ability to
oppose an improper assignment of the agreements through an
unnecessarily expedited process and other limitations in
contravention of applicable law, including sections 361, 363(e),
and 365(c) of the Bankruptcy Code and other defenses.  The
Approval Motion proposes inadequate procedures and timeframes for
presenting oppositions and would prevent DNP from mounting a
proper defense in an evidentiary hearing after necessary
disclosures and discovery from the Debtors and the Purchaser."

The hearing to consider approval of the disclosure statement was
moved to June 25.  Creditors and other parties have until June 21
to file objections.

Kodak filed its restructuring plan on April 30, under which it
offers full payment to priority claim holders, secured claim
holders and second-lien creditors while it offers stock to general
unsecured creditors.  The company had said its shareholders will
get nothing and their stock will be canceled when it emerges from
bankruptcy protection.

                      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.


EASTMAN KODAK: Spectra Files Objection to KPP Settlement
--------------------------------------------------------
Spectra Logic Corp. filed an objection to the proposed settlement
between Eastman Kodak Co. and its U.K. pension fund that calls for
the sale of its personalized imaging and document imaging
businesses to the pension fund.

Spectra filed the objection to clarify and ensure that Kodak may
transfer no more than the rights it has under its service
agreement with the company, and is not seeking authority to sell
the equipment it does not own.

"Kodak has possession of the equipment as a mere bailee under the
service agreement, without power or right to sell, lease or
encumber the equipment, which is not part of Kodak's bankruptcy
estate," Spectra said.

The companies are parties to a service agreement dated Nov. 29,
2011, under which Kodak provides maintenance services to
purchasers of Spectra's products, using the latter's equipment and
replacement parts to provide the necessary repair.

Eric Johnson, Esq., at Bryan Cave HRO, in Denver, Colorado, and
Michelle McMahon, Esq., at Bryan Cave LLP, in New York, represent
Spectra Logic Corp.

                      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.


EXIDE TECHNOLOGIES: Meeting to Form Creditors' Panel on June 18
---------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on June 18, 2013, at 10:00 a.m.in
the bankruptcy case of Exide Technologies.  The meeting will be
held at:

         DoubleTree Hotel Wilmington
         700 King Street, Salon C
         Wilmington, DE 19801

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

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

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                     About Exide Technologies

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

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002 and exited bankruptcy two years alter.
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.

Exide Technologies returned to Chapter 11 bankruptcy (Bankr. D.
Del. Case No. 13-11482) on June 10, 2013.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick And Company Inc. as public relations consultant
and GCG as claims agent.

The Debtor disclosed $1.89 billion in assets and $1.14 billion in
liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.  The Company has also established two
separate toll-free information lines: one for U.S. suppliers, 888-
985-9831 and another for other interested parties, 855-291-0287.


FANNIE MAE: Shareholders Challenge U.S. Takeover in Suit
--------------------------------------------------------
Andrew Zajac & Clea Benson, writing for Bloomberg News, reported
that Fannie Mae and Freddie Mac shareholders sued the U.S.,
alleging that the 2008 takeover of the housing lending giants was
illegal and cost investors billions of dollars.

According to the report, the takeover of the mortgage companies by
the Federal Housing Finance Agency, "while beneficial to the
economic welfare of the nation, destroyed the value of Fannie
Mae's and Freddie Mac's common and preferred stock and trampled
the private ownership rights" of shareholders, according to the
complaint filed yesterday in the U.S. Court of Federal Claims in
Washington.

The shareholders' complaint seeking $41 billion in damages was
filed by the Seattle-based law firm Hagens Berman Sobol Shapiro
LLP, a lead counsel in class-action lawsuits including those
against Toyota Motor Corp. over the unexpected sudden acceleration
of vehicles, the report said.

Investors in Fannie Mae and Freddie Mac have taken a renewed
interest in the companies' future now that they have started
posting record profits as the housing market rebounds. Fannie Mae
had its best year ever in 2012, reporting net income of $17.2
billion for 2012, outpacing S&P 500 companies such as Wal-Mart
Stores Inc., General Electric Co., and Berkshire Hathaway Inc.,
according to data compiled by Bloomberg.

Freddie Mac, the smaller of the two, reported earning $11 billion
last year. Both have said they expect to remain profitable.

The case is is Washington Federal v. U.S., 13-cv-00385, U.S. Court
of Federal Claims (Washington).


FLEX FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Flex Financial Holding Company
        6501 S. Frontage Road
        Merriam, KS 66202

Bankruptcy Case No.: 13-21483

Chapter 11 Petition Date: June 10, 2013

Court: United States Bankruptcy Court
       District of Kansas (Kansas City)

Judge: Dale L. Somers

Debtor's Counsel: Jonathan A. Margolies, Esq.
                  MCDOWELL RICE SMITH & BUCHANAN
                  605 W 47th Street
                  Kansas City, MO 64112
                  Tel: (816) 753-5400
                  Fax: (816) 753-9996
                  E-mail: jmargolies@mcdowellrice.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ksb13-21483.pdf

The petition was signed by Wade C. Ferguson, CEO.


FOUR SEASONS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Four Seasons 66B Investment, Corp.
        1600 Ponce De Leon Boulevard, Suite 1204
        Coral Gables, FL 33134

Bankruptcy Case No.: 13-23481

Chapter 11 Petition Date: June 6, 2013

Court: U.S. Bankruptcy Court
       Southern District of Florida

Debtor's Counsel: Cesar J. Dominguez, Esq.
                  LAW OFFICES OF DOMINGUEZ & ASSOCIATES, P.A.
                  201 S. Biscayne Boulevard, 28th Floor
                  Miami, FL 33131
                  Tel: (305) 446-7255

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

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

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

The petition was signed by David Gonzalez-Escudero, president.


FREDDIE MAC: Shareholders Challenge U.S. Takeover in Suit
---------------------------------------------------------
Andrew Zajac & Clea Benson, writing for Bloomberg News, reported
that Fannie Mae and Freddie Mac shareholders sued the U.S.,
alleging that the 2008 takeover of the housing lending giants was
illegal and cost investors billions of dollars.

According to the report, the takeover of the mortgage companies by
the Federal Housing Finance Agency, "while beneficial to the
economic welfare of the nation, destroyed the value of Fannie
Mae's and Freddie Mac's common and preferred stock and trampled
the private ownership rights" of shareholders, according to the
complaint filed yesterday in the U.S. Court of Federal Claims in
Washington.

The shareholders' complaint seeking $41 billion in damages was
filed by the Seattle-based law firm Hagens Berman Sobol Shapiro
LLP, a lead counsel in class-action lawsuits including those
against Toyota Motor Corp. over the unexpected sudden acceleration
of vehicles, the report said.

Investors in Fannie Mae and Freddie Mac have taken a renewed
interest in the companies' future now that they have started
posting record profits as the housing market rebounds. Fannie Mae
had its best year ever in 2012, reporting net income of $17.2
billion for 2012, outpacing S&P 500 companies such as Wal-Mart
Stores Inc., General Electric Co., and Berkshire Hathaway Inc.,
according to data compiled by Bloomberg.

Freddie Mac, the smaller of the two, reported earning $11 billion
last year. Both have said they expect to remain profitable.

The case is is Washington Federal v. U.S., 13-cv-00385, U.S. Court
of Federal Claims (Washington).


GAME TRADING: Stipulation With Baltimore County Revised
-------------------------------------------------------
Bankruptcy Judge Nancy V. Alquist signed off on a Stipulation and
Consent Order between Peter Chadwick, in his capacity as
Responsible Officer for the estates of Game Trading Technologies,
Inc. and Gamers Factory, Inc.; and Baltimore County, Maryland,
pursuant to which the parties agree to modify a prior settlement
of the County's claims against the Debtors' estate.  The parties
agree that Baltimore County will have no further claims in the
bankruptcy cases with respect to the tax periods asserted in the
First Amended Claim (July 1, 2011 through June 30, 2012) and the
Motion to Amend (July 1, 2012 through June 30, 2013).

A copy of the June 11, 2013 Stipulation and Consent Order is
available at http://is.gd/ppbWxGfrom Leagle.com.

Baltimore County is represented by Bambi Glenn, Esq. --
bglenn@baltimorecountymd.gov

                  About Game Trading Technologies

Game Trading Technologies Inc., fka City Language Exchange, Inc.,
(OTC BB: GMTD) filed for Chapter 11 protection (Bankr. D. Md. Lead
Case No. 12-11519) on Jan. 30, 2012.  James Edward Van Horn, Jr.,
Esq., at McGuirewoods LLP, represents the Debtor.
WeinsweigAdvisors LLC's Marc Weinsweig serves as chief
restructuring officer.

When it filed for bankruptcy, Game Trading estimated $0 to $50,000
in assets and $1 million to $10 million in debts.  Affiliate
Gamers Factory, Inc., filed a separate petition for Chapter 11
relief (Bankr. D. Md. Case No. 12-11522) on the same day, listing
$1 million to $10 million in both assets and debts.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The panel is represented by Gary H. Leibowitz, Esq.,
and G. David Dean, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A.

On Feb. 8, 2012, the Debtors filed their proposed plan of
reorganization and motion to establish bidding procedures for and
sale of substantially all of the companies' assets.  Pursuant to
the sale and bid procedures motion, the companies seek to sell,
subject to higher and better offers and bankruptcy Court approval,
substantially all of their assets to two stalking horse bidders,
DK Trading Partners, LLC, and Mantomi Sales, LLC, respectively.
Mantomi Sales, LLC, is 100% owned by Todd Hayes, the Debtors'
president and CEO.  Pursuant to the Mantomi Sales LLC asset
purchase agreement, (i) Mr. Hays was required to resign as
President and CEO of the companies on or before the execution of
the Mantomi APA; (ii) the companies' Chief Restructuring Officer
may employ Mr. Hays as an independent consultant to the companies
in matters unrelated to the sale; and (iii) nothing in the Mantomi
APA constitutes or will be deemed a breach of the employment
agreement between Mr. Hays and the companies.

Counsel for the Official Committee of Unsecured Creditors are Gary
H. Leibowitz, Esq., G. David Dean, Esq., and Saul A. Ehrenpreis,
Esq. -- sehrenpreis@coleschotz.com -- at Cole, Schotz, Meisel,
Forman & Leonard, P.A.


GENERAL STEEL: Incurs $42K Net Loss in March 31 Quarter
--------------------------------------------------------
General Steel Holdings, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $42,129 on $780,683 of total sales
for the three months ended June 30, 2012, compared with a net loss
of $35,593 on $1.1 million of total sales for the three months
ended June 30, 2011.

The Company reported a net loss of $97,877 on $1.4 million of
total sales for the six months ended June 30, 2012, compared with
a net loss of $49,164 on $1.8 million of total sales for the six
months ended June 30, 2011.

The Company's balance sheet at June 30, 2012, showed $2.8 million
in total assets, $3.1 million in total liabilities, and a
stockholders' deficit of $302,050.

The Company had an accumulated deficit of $290,244 and a
shareholders' deficit of $302,050 as of June 30, 2012.

A copy of the Form 10-Q is available at http://is.gd/ABQK77

General Steel Holdings, Inc., was incorporated on Aug. 5, 2002, in
the State of Nevada.  The Company is headquartered in Beijing,
China and operates a portfolio of steel companies serving various
industries in the People's Republic of China.


GENWORTH WEALTH: Moody's Assigns B2 Ratings to New $255MM Debt
--------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating to Genworth Wealth Management. Moody's has also assigned B2
ratings to a $25 million senior secured revolving credit facility
and a $230 million senior secured first lien term loan. The
borrowers of the debt are AqGen Liberty Management I and AqGen
Liberty Management II. The credit facilities will be used to
partially finance the previously announced $413 million leveraged
buyout of Genworth Wealth Management by two private sponsors --
Genstar Capital and Acquiline Capital Partners from Genworth
Financial. The outlook on all ratings is stable.

Genworth Wealth Management is a vertically integrated product
provider and platform in the wealth management industry consisting
of two operating businesses, Genworth Financial Wealth Management
("GFWM") and Altegris. GFWM generates fee revenue by providing
investment management and back-office solutions to financial
advisors. Altegris generates fee revenue by providing packaged
access to leading alternative investment managers to financial
advisors, high-net worth and institutional investors.

Ratings Rationale

The B2 corporate family rating reflects GFWM's and Altegris'
established positions as providers of investment product and
services to the wealth management industry. The rating is also
supported by the strong cash flow generation and stability of
GFWM's turnkey asset management platform (TAMP) driven by
consistently high advisor retention rates. While industry
fundamentals point to favorable growth dynamics from increased
outsourcing of key investment management functions by financial
advisors and increasing allocation to alternatives, Moody's
believes GFWM's and Altegris' growth trajectories will continue to
be challenged by net outflows and increasing competitive dynamics
in the TAMP and liquid alternative markets. Persistent net
outflows, while showing some near-term improvement, from GFWM's
GFAM franchise have stalled growth at GFWM and Moody's expects the
headwind from GFAM will remain over the near to medium term.
Growth expectations for Altegris incorporate Moody's less sanguine
growth outlook for the retail alternatives market based on these
products limited track records, potential for suitability risk and
the flood of new products entering the market. Moody's believes
success for Altegris in the retail alternative mutual fund market
will be much more dependent on relative investment performance and
investor preferences and less dependent on providing access to
managers.

Pro forma leverage at 3.8x is modest for a leveraged buyout
transaction but still introduces high leverage into the capital
structure of Genworth Wealth Management and reduces the firm's
financial flexibility. Pro-forma interest coverage is healthy at
roughly 6x. Moody's expects the company will use free cash flow
for reinvestment in the business for growth resulting in modest
deleveraging. Required debt amortization is minimal but the senior
secured credit facility contains covenants to capture excess cash
flow and proceeds from asset sales. The implementation of a new
compensation structure at Altegris that incorporates higher
proportions of variable compensation and incremental benefits from
near term cost savings may help offset near-term profit pressures
driven by elevated outflows from higher margin, higher fee
proprietary products and pricing changes at GFWM. Steady
improvement in debt service ratios and debt reduction will be a
principal driving factor behind the potential for future upgrades.

The stable outlook reflects the strong cash flow generation of
GFWM's TAMP and a leverage ratio that compares favorably to other
B2 rated companies and an expectation for gradual improvement in
the company's debt metrics from the recapture of excess cash
flows.

The company's ratings and/or outlook could see upward pressure
based on evidence of franchise growth supported by sustained
progress towards: growing the base of platform-focused advisors
versus product-focused advisors, increasing penetration of higher
growth RIA channel, stabilizing outflows from GFWM's GFAM
business, Altegris' converting its placement on major wirehouse
platforms into consistent sales and deleveraging below 3.3x.

The ratings could face downward pressure if Moody's sees a sharp
decline in advisor retention rates, sustained underperformance of
key proprietary investment products and reduction in retail
investor appetite for alternative investment products.

The following ratings were assigned:

Genworth Wealth Management:

Corporate Family Rating -- B2

AqGen Liberty Management I/AcGen Liberty Management II, as co-
borrowers:

$25 million Senior Secured First Lien revolving credit facility
due 2018 -- B2

$230 million Senior Secured First Lien Term Loan due 2020 -- B2

The principal methodology used in rating Genworth Wealth
Management was Moody's Global Rating Methodology for Asset
Management Firms published on 1 October 2007.

Genworth Wealth Management is a provider of investment products
and support services to the wealth management industry with
approximately $23.5 billion in assets under management.


GIBSON ENERGY: S&P Raises CCR to 'BB'; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit and senior secured debt ratings on Gibson Energy
ULC to 'BB' from 'BB-'.  The outlook is stable.

The recovery rating on Gibson's revolving credit facility and term
loan B is unchanged at '3'.  The '3' recovery rating indicates
S&P's expectation of meaningful (50%-70%) recovery in a default
scenario.

"The upgrade reflects our expectation of stable credit metrics
over the next two years, an increasing proportion of lower risk
cash flows associated with terminal and pipeline growth, and
increasing confidence of successful integration of OMNI Energy
Services Corp.," said Standard & Poor's credit analyst Gerry
Hannochko.

The ratings on Gibson reflect Standard & Poor's view of the
company's "fair" business risk profile and "significant" financial
risk profile, as S&P's criteria define these terms.  The ratings
incorporates S&P's assessment of the weaknesses associated with
the company's moderate exposure to commodity prices, high fixed
charges, and remaining integration risk associated with the OMNI
acquisition.  S&P believes the company's diversified energy
infrastructure assets, which provides operational efficiency and
cross-selling opportunities, and the rising contribution of low
volatility contracted cash flows associated with the terminals and
pipelines segment somewhat offset the weaknesses.

Gibson is a midstream energy company operating in North America,
mostly in western Canada and U.S. oil plays.  It provides
transport, storage, and distribution of crude and associated
products, and provides crude transportation through trucking in
the U.S.  The company operates in five segments: terminals and
pipelines, truck transportation, propane and natural gas liquids
(NGL) marketing and distribution, processing and well-site fluid,
and marketing of crude and refined products.  It recently acquired
OMNI, a U.S. environmental and production service provider, which
will create a new business segment called Environmental Services.
As of March 31, 2013, Gibson had adjusted total debt of about
C$850 million, with most of the adjustments (about C$230 million)
due to operating leases and asset retirement obligations.

Gibson's fair business risk profile reflects S&P's view of its
integrated business segments and our expectation of improved cash
flow from growing NAM crude production.  Offsetting these
strengths are weaknesses associated with the company's moderate
commodity exposure and associated cash flow volatility, and
integration risk associated with OMNI.  S&P believes Gibson's
strategic focus is on strengthening its position along the energy
value chain by offering incremental services in the midstream
segments and developing more integrated solutions.

Gibson has a history of integrating its operations successfully,
but S&P believes that there is some level of integration risk
remaining with the C$440 million OMNI acquisition.  OMNI presents
service offerings that provide Gibson with cross-selling
opportunities, but that are different from Gibson's existing major
operations.  The company will use OMNI's operations to strengthen
its foothold in the U.S.  Therefore, S&P believes there is some
execution risk of Gibson integrating OMNI and establishing the
cross-selling opportunities successfully.

The stable outlook reflects Standard & Poor's view that Gibson
will maintain a stable debt-to-EBITDA profile in the 2.5x-3.0x
range over S&P's 18-month rating horizon.  S&P expects that the
company will continue to expand its more stable terminals and
pipeline business faster than the other segments through its high
proportion of capital allocation to that segment.  S&P assumes
that Gibson will maintain strong liquidity through this period.

An upgrade could occur if the business risk profile improves to
"satisfactory" from "fair", which could be indicative of a larger
proportion (greater than 35% of consolidated) of long term
contracted, fee for service cash flows coming from the terminal
and pipeline business.  Additionally, an upgrade could occur if
the financial risk profile was changed to intermediate from
significant, which could occur if forecasted debt to EBITDA is
maintained at around 2.5x.

A downgrade could occur if debt to EBITDA deteriorates above the
4x area, or if the company embarks on more aggressive financing of
growth and acquisition initiatives.


GMX RESOURCES: Oil and Gas Auction Set for Aug. 28
--------------------------------------------------
GMX Resources Inc. won approval to put its oil-and-gas business on
the auction block in August, with a group of noteholders opening
the bidding with a $338 million offer.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that GMX Resources will sell the assets at auction on Aug.
28, under procedures approved this week by the U.S. Bankruptcy
Court in Oklahoma City.

According to the report, the auction will determine if there is a
cash buyer with an offer high enough to discourage secured lenders
from buying the property using their $338 million in first-lien
notes rather than cash.  Bids are due Aug. 21.  A hearing to
approve the sale is set for Sept. 10.

The report notes that the assets will be offered for sale in bulk
and piecemeal.  Therefore, bidders can make offers for individual
assets or groups of assets.

                      About GMX Resources

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

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

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

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

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

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


GOLD ORGANIZATION: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: The Gold Organization, LLC
        1150 West St. Georges Avenue
        Linden, NJ 07036

Bankruptcy Case No.: 13-22625

Chapter 11 Petition Date: June 6, 2013

Court: U.S. Bankruptcy Court
       District of New Jersey

Debtor's Counsel: Gary S. Jacobson, Esq.
                  HEROLD LAW, P.A.
                  25 Independence Boulevard
                  Warren, NJ 07059-6747
                  Tel: (908) 647-1022
                  Fax: (908) 647-7721
                  E-mail: gjacobson@heroldlaw.com

Scheduled Assets: $7,252,000

Scheduled Liabilities: $5,136,374

A copy of the Company's list of its 19 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/njb13-22625.pdf

The petition was signed by Eytan Gold, managing member.


GREEN ISLE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Green Isle Inn, Inc.
          dba Casa Mathiesen Se
              Coqui Inn
              Mango's Inn
        Calle I Num 36
        Villamar Isla Verde
        Carolina, PR 00979

Bankruptcy Case No.: 13-04653

Chapter 11 Petition Date: June 6, 2013

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Enrique S. Lamoutte Inclan

Debtor's Counsel: Carlos J. Nazario Diaz, Esq.
                  NAZARIO DIAZ & ASSOC.
                  97 Esteban Padilla
                  Bayamon, PR 00959
                  Tel: (787) 787-5780
                  Fax: (787) 786-3468
                  E-mail: starpropertiescorp@gmail.com

Scheduled Assets: $1,778,500

Scheduled Liabilities: $8,128,660

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/prb13-04653.pdf

The petition was signed by Henry Rick Orasi, president.


H&M OIL: Chapter 11 Cases Converted to Chapter 7
------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, signed off an order converting H&M Oil & Gas,
LLC, et al.'s Chapter 11 cases to cases under Chapter 7 of the
Bankruptcy Code.  The United States Trustee is directed to
immediately appoint a Chapter 7 trustee.

                          About H&M Oil

H&M Oil & Gas, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-32785) in its hometown Dallas on
April 30, 2012.  Another entity, Anglo-American Petroleum Corp.
(Case No. 12-32786) simultaneously filed for Chapter 11.  H&M Oil
disclosed $297,119,773 in assets and $77,463,479 in liabilities as
of the Chapter 11 filing.

H&M Oil & Gas is an oil and gas production and development
company.  H&M, through its operating company, H&M Resources LLC,
is focused on developing its leases in the Permian basin and Texas
panhandle.  Dallas, Texas-based Anglo-American Petroleum --
http://www.angloamericanpetroleum.com/-- is the holding
corporation for H&M Oil.

Judge Barbara J. Houser presides over the case.  The Debtors are
represented by Keith William Harvey, Esq., at Anderson Tobin PLLC,
in Dallas.  Lain Faulkner & Co., PC, serves as financial adviser.

The Debtor filed a Plan in October 2012, designed to pay lender
Prospect Capital Corp. by delivery of crude oil rather than cash.

In November 2012, the bankruptcy judge approved the appointment of
a trustee to replace management.  The advent of a trustee
automatically allows creditors to file reorganization plans.  In
addition to seeking appointment of a trustee, Prospect had been
seeking permission to file a plan competing with H&M's.

Douglas J. Brinkley, of The Claro Group, LLC, has been appointed
as the Chapter 11 trustee.  The U.S. Trustee selected Mr. Brinkley
following after consultation with Keith Harvey, counsel for the
Debtors, and Jason Brookner, counsel for the creditor.


HASH LANE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Hash Lane Holdings, LLC
          dba Lakeridge Golf Course
          fka Lakeridge Golf Course Group, LLC
        P.O. Box 10578
        Reno, NV 89519

Bankruptcy Case No.: 13-51138

Affiliate that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Club Lakeridge, Inc.                    13-51140

Chapter 11 Petition Date: June 6, 2013

Court: U.S. Bankruptcy Court
       District of Nevada

Debtors' Counsel: Alan R. Smith, Esq.
                  THE LAW OFFICES OF ALAN R. SMITH
                  505 Ridge Street
                  Reno, NV 89501-1719
                  Tel: (775) 786-4579
                  Fax: (775) 786-3066
                  E-mail: mail@asmithlaw.com

Hash Lane' Assets: $5,206,026
Hash Lane's Liabilities: $6,299,064

Club Lakeridge's Assets: $1,000,250
Club Lakeridge's Liabilities: $2,143,778

The petitions were signed by Byron Topol and Nathan L. Topol,
managing member and president.

A. A copy of Hash Lane Holdings' list of its 20 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nvb13-51138.pdf

B. A copy of Club Lakeridge's list of six unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nvb13-51140.pdf

Affiliates that previously sought Chapter 11 protection:

        Entity                          Case No.     Petition Date
        ------                          --------     -------------
Harborside Investments South, Ltd.      12-50817       04/11/12
Lakeridge Centre Office Comple, L.P.    10-53612       09/08/10
Nathan L. Topol                         12-51014       05/01/12
Tee Investment Company, LP              11-50615       03/01/11
West Shore Resort Properties, LLC       10-50506       02/22/10


HIGHWAY TECHNOLOGIES: Cleared to Auction Two Branches
-----------------------------------------------------
Marie Beaudette writing for Dow Jones' DBR Small Cap reports that
a bankruptcy judge cleared Highway Technologies Inc., which
abruptly shut down on May 17, to auction its branches in Minnesota
and Montana later this month.

Highway Technologies has agreements to sell two of its branches
for about $5.25 million.  The Debtor is seeking to sell its
Minnesota and Montana branches, for $2.5 million to SSJS Inc. and
$2.7 million to Mountain West Holding Co. LLC, respectively.

The Debtor is winding down its business after a botched sale
brought its operations to a halt.

                    About Highway Technologies

Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11325 to
13-11326) on May 22, 2013, to conduct an orderly liquidation.

Attorneys at Pachulski Stang Ziehl & Jones LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC is the claims and
notice agent.

The prepetition lenders are represented by David M. Hilllman,
Esq., at Schulte Roth & Zabel, in New York.

The company's balance sheet as of March 31, 2013, showed
$55 million in total assets and $102 million in liabilities.


HJ HEINZ: Fitch Withdraws Ratings on Acquisition Deal Completion
----------------------------------------------------------------
Fitch Ratings has withdrawn the following ratings upon the close
of Berkshire Hathaway (Berkshire) and 3G Capital's (3G)
acquisition of the H.J. Heinz Company (Heinz) on June 7, 2013.

H.J. Heinz Co.
-- Senior unsecured bank facilities 'BB+';
-- Short-term IDR 'B'.
-- Commercial paper 'B'.

H.J. Heinz Finance Co.
-- Senior Unsecured bank 'BB+' (as co-borrower);
-- Short-term IDR 'B';
-- Commercial paper 'B'.

Concurrently, Fitch has upgraded the ratings of H.J. Heinz UK
Finance Plc's 6.25% notes due 2030 to 'BB' from 'BB-'. These notes
became equally and ratably secured with the 2nd lien notes at the
closing of the transaction.

Fitch has also downgraded H.J. Heinz Finance Co.'s Series B
preferred stock to 'B' from 'BB-', due to its subordination in the
capital structure. These securities are expected to be redeemed on
July 15, 2013.

Hawk Acquisition Sub., Inc. was merged into H.J. Heinz Co. at
closing.

The current ratings of Heinz, Hawk Acquisition Holding Corp. and
its subsidiaries are as follows (taking into account the actions
above):

Hawk Acquisition Holding Corp. (Parent)
-- Long-term Issuer Default Rating (IDR) 'BB-'.

H.J. Heinz Co.
-- Long-term IDR 'BB-';
-- Secured credit facility 'BB+';
-- 2nd lien notes 'BB';
-- Senior unsecured notes 'BB-'.

H.J. Heinz Finance Co.
-- Long-term IDR 'BB-';
-- Senior unsecured notes BB-;
-- Series B preferred stock 'B'.

H.J. Heinz Finance UK Plc.
-- Long-term IDR 'BB-';
-- 2nd lien notes 'BB'.

The Rating Outlook is Stable.

The transaction was valued at $28 billion, including the
assumption of $5.3 billion of debt with hedge accounting
adjustments at Jan. 27, 2013, and represents roughly 13.0x Heinz's
latest 12 months (LTM) EBITDA of $2.2 billion. The debt financing
for the buyout included $9.5 billion of first-priority U.S. term
loans due 2019 and 2020, a $2 billion first-priority revolver
(undrawn at closing), and $3.1 billion of second-lien notes due
2020. Berkshire invested $12.25 billion of equity, inclusive of $8
billion of preferred equity with warrants, and 3G invested $4.25
billion of common equity.

Existing debt that was not refinanced as part of this transaction
(rollover notes) includes: $231 million of 6.375% notes due 2028,
$202 million of 6.25% notes due 2030, $435 million of 6.75% notes
due 2032, and $931 million of 7.125% notes due 2039. A portion of
the Change of Control Notes remain outstanding. As noted above,
the $350 million series B preferred stock will be redeemed in July
2013. Heinz's $500 million senior unsecured notes due in July 2013
will also be repaid by maturity.

Key Rating Drivers:

The ratings reflect Heinz's highly leveraged capital structure
post buyout balanced with its low business risk, above-average
revenue growth, potentially higher operating income as a private
firm, and consistent cash flow generation. 3G has proven its
ability to increase operating profitability and de-lever acquired
firms. Anheuser Busch InBev NV/SA and Burger King Worldwide, Inc.
both experienced significant margin expansion and steady
deleveraging after being acquired by 3G.

Fitch expects Heinz's operating EBITDA growth to exceed the firm's
4%-6% historical average under its new ownership structure due to
the combination of mid-single-digit organic revenue growth and
cost reductions. Fitch also believes Heinz is capable of
generating average annual free cash flow (FCF) of more than $200
million over the two years following the buyout, despite a
substantial increase in interest expense and $720 million of
annual preferred dividends. Annual operating cash flow and FCF
averaged $1.2 billion and over $425 million, respectively over the
past 10 years.

Heinz's low business risk and the stability of its operations have
been demonstrated over time as the firm's revenue and operating
earnings held up well during the recent global economic slowdown.
Even with an approximate 30% exposure to pressured European
consumers, the firm has continued to take pricing and grow
volumes. Fitch expects that growth in emerging markets will
continue to outpace that of developed markets with opportunities
to further expand Heinz's core portfolio of meals/snacks,
ketchup/sauces, and infant nutrition around the globe in both
retail and foodservice.

Integrated into the ratings is Fitch's treatment of the $8 billion
9% cumulative perpetual preferred stock (preferred) held by
Berkshire. Fitch has classified 50% of the principal as equity and
50% as debt. The terms of the preferred allow for dividend
deferral and provide incentives to issue common equity, which
reduces the company's overall financial risk.

Pro forma total debt adjusted for the equity treatment of these
hybrid securities is approximately $18 billion. Total debt with
equity credit-to-operating EBITDA exceeds 7.5x, up from roughly $5
billion debt and 2.4x for the LTM period ended Jan. 27, 2013.
Fitch anticipates that total debt with equity credit-to-operating
EBITDA can decline to below 6.0x within two to three years of the
buyout based on significant anticipated operating earnings growth
and modest debt reduction.

The ratings also incorporate Heinz's product and geographic
diversification and leading market share positions in major
product categories. Ketchup and sauces represented 45% of fiscal
2012 sales while meals and snacks represented 38%, infant
nutrition 11%, and other products the remaining 6%. Heinz
generates about two-thirds of its sales outside the U.S., with
emerging markets representing nearly 25% of the firm's $11.6
billion of revenue.

For the nine months ended Jan. 27, 2013, organic revenue growth
was 3.7% as a result of 2.1% pricing and 1.6% volume growth.
Volume gains in emerging markets were partially offset by declines
in Continental Europe, Australia, and Italy, while pricing
increased across developing markets as well as in Continental
Europe and U.S. food service. Reported operating income increased
9.4% to $1.28 billion for the nine-month period due to benefits of
higher pricing, volume, and productivity initiatives.

Liquidity, Maturities, Covenants, and Collateral:

Heinz has historically maintained high levels of liquidity with
year-end cash averaging over $1 billion since 2011. Liquidity and
on-going financial flexibility are expected to remain adequate
despite considerable debt levels following the buyout. Heinz will
maintain a $2 billion revolver and is expected to continue to hold
high cash balances as cash flow generation remains robust. Fitch
views the ability to defer $720 million in preferred dividends as
being a potential lever equity partners could pull should there be
an unanticipated deterioration in cash flow and/or liquidity
constraints. Berkshire's 50% common equity stake supports this
view.

Solid FCF generation will be enabled by EBITDA growth and the
potential for additional working capital improvement. The $720
preferred dividend is a moderately incremental replacement to the
$650 million of common dividends distributed by Heinz prior to the
buyout. Capital expenditures should decline modestly as spending
behind Heinz's Project Keystone, a multi-year program to drive
productivity and standardize systems, comes to an end.

Maturities will be modest in the intermediate term, eliminating
refinancing risk should market conditions worsen. Rollover notes
are long dated and debt incurred for the buyout has maturities six
to seven years out. Term loan amortization is manageable at 1%
annually.

In terms of collateral, the first-priority debt is secured by a
perfected first-priority security interest in substantially all
tangible and intangible property with carve-outs that include
Principal Property as defined by indentures governing rollover
notes. Based on Fitch's interpretation this includes the gross
book value of certain manufacturing, processing plants or
warehouses located in the U.S. Fitch views the value of the
collateral as meaningful as it is substantially based on the value
of Heinz's trademarks, which include namesake Heinz, Ore-Ida, and
Smart Ones. Collateral for junior-lien debt will include a second-
priority security interest in assets securing the first-priority
debt.

Rating Sensitivities:

An upgrade of Heinz's ratings is not anticipated in the near term.
However, faster than expected deleveraging, accelerated top-line
growth, and greater than projected cost reductions would be viewed
positively making upward migration in ratings possible. A
commitment to operating with total debt with equity credit-to-
operating EBITDA below 5.0x and continued generation of meaningful
FCF would also be a prerequisite for any upgrades.

Further downgrades could occur if deleveraging is slower than
Fitch expected or total debt with equity credit-to-operating
EBITDA is maintained in the 7.0x range. Failure to achieve cost
reduction targets, weakening organic growth or margin contraction,
or increased debt levels could trigger adverse rating actions. The
inability to generate FCF, or a sustained loss of market share in
core product categories would also be viewed negatively.


HOME LOAN: S&P Assigns 'B+' ICR & Rates $350MM Sr. Sec. Loan 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
issuer credit rating to Home Loan Servicing Solutions Ltd. (HLSS).
The outlook is stable.  S&P also assigned a 'BB-' rating on HLSS's
proposed issuance of a $350 million senior secured term loan.

Cayman Islands-headquartered HLSS is a publicly traded company
that invests in mortgage servicing rights (MSRs) or rights to
MSRs.  As of March 31, 2013, the company held the rights to MSRs
for $92.5 billion of unpaid principal balance (UPB).  It does not,
however, service any loans, originate loans, or invest in
underlying mortgages.  The company purchases the rights to service
residential mortgages from Ocwen Financial Corporation (Ocwen), a
large player in the mortgage-servicing industry that spearheaded
the founding of HLSS.  S&P largely views HLSS as a funding vehicle
for Ocwen.

"The firm's close relationship with Ocwen will be a negative
ratings factor unless the firm diversifies its relationships to
include other servicing platforms," said Standard & Poor's credit
analyst Stephen Lynch.

Although the relationship with Ocwen provides HLSS with a steady
stream of assets to purchase, HLSS relies on Ocwen's operational
effectiveness and financial health as a going concern.  If Ocwen
were to come under financial duress, HLSS could be forced to find
a new subservicer for its assets, or sell its servicing assets and
dissolve the company.

S&P's rating on HLSS balances its limited business model against
its conservative financial position.  S&P believes HLSS is likely
to generate strong profits over the next few years on the back of
robust demand for high-touch servicing.  Over time, however, cash
flows could subside as the foreclosure wave abates.

"The stable outlook reflects S&P's expectation that HLSS will
expand substantially but continue to operate with low leverage and
little debt that will mature subsequent to a decline in high-touch
servicing opportunities," said Mr. Lynch.  "We also expect the
company to generate strong profits."

S&P could downgrade HLSS if its leverage (which we measure as
debt/equity outside of securitizations) rose above 2.0x.  S&P
could also downgrade the company if operational problems at Ocwen
or a reduction in its servicing portfolio lead to losses over
multiple quarters.

Although S&P's forecast measure of leverage remains good for the
rating--currently below 1x--an upgrade is unlikely over the next
18 months or until management establishes a longer track record
and slows its rate of growth.  S&P is unlikely to upgrade HLSS
while the company grows at this rapid pace, given S&P's concern
about its monoline business and dependence on Ocwen.


HOWREY LLP: Creditors May Subpoena Arent Fox, Arnold & Porter
-------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a California
bankruptcy judge gave Howrey LLP creditors the go-ahead to
subpoena documents from Arent Fox LLP, Arnold & Porter LLP and
Snell & Wilmer LLP surrounding the transfer of Howrey's former
client matters to the firms.

According to the report, U.S. Bankruptcy Judge Dennis Montali gave
the three firms 21 days apiece to produce the documents and
testimony sought by Howrey's official committee of unsecured
creditors related to the fallen firm's former client matters and
compensation the firms received as a result of inheriting the work
when Howrey filed for bankruptcy.

                        About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.


HOWREY LLP: Creditors Target Arent Fox, Others Over Unfinished Biz
------------------------------------------------------------------
Law360 reports that unsecured creditors of folded law firm Howrey
LLP on Friday moved to investigate potential claims against Arent
Fox LLP and two other firms over profits earned from "unfinished
business" inherited when they hired defecting Howrey partners.

Howrey's official committee of unsecured creditors wants Arent
Fox, Arnold & Porter LLP and Snell & Wilmer LLP to turn over
documents and provide each firm's "custodian of records" for a
deposition, according to motions filed in California bankruptcy
court.

                        About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.


ISTBET INVESTMENTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: ISTBET Investments, LLC
        60 Stanford Avenue
        West Orange, NJ 07052

Bankruptcy Case No.: 13-23721

Chapter 11 Petition Date: June 10, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Debtor's Counsel: Jeffrey H. Tromberg, Esq.
                  FLORIDA DEBT RELIEF CENTER, LLC
                  P.O. Box 970124
                  Boca Raton, FL 33497-0124
                  Tel: (954) 535-9905
                  Fax: (954) 337-8500
                  E-mail: ecf@itsjustdebt.com

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

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

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

The petition was signed by Betty Hyman, manager.


JEFFERSON COUNTY, AL: Bank Appeals Request Threatens Deal
---------------------------------------------------------
Katy Stech writing for Dow Jones' DBR Small Cap reports that three
banks that were forced to buy some of Jefferson County, Alabama's
sewer bonds during the financial crisis want to push forward on an
appeals-court dispute -- a development that threatens the $1.9
billion sewer-debt deal that county officials are relying on to
get the struggling municipality out of bankruptcy.

                      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.


JEFFERSON COUNTY, AL: Seeks to Halt Dispute on Sewer System
-----------------------------------------------------------
Katy Stech, writing for Dow Jones Newswires' Daily Bankruptcy
Review, reported that Jefferson County, Ala., officials and
municipal bondholders want to halt their dispute over how the
county's sewer system should be managed during the county's
bankruptcy case -- a dispute that was scheduled to unfold before a
panel of appeals judges but will die under a recent debt-cutting
deal.

                      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.


KIVA CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Kiva Construction & Engineering, Inc.
        186 Zimmer Road
        Gibson, LA 70356

Bankruptcy Case No.: 13-11576

Chapter 11 Petition Date: June 6, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Louisiana

Debtor's Counsel: Paul C. Miniclier, Esq.
                  LAW OFFICE OF PAUL C. MINICLIER
                  1305 Dublin Street
                  New Orleans, LA 70118
                  Tel: (504) 864-1276

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/laeb13-11576.pdf

The petition was signed by Joseph McDermott, president.


LAKE PLEASANT: Stops Plan Sale by Filing New Case
-------------------------------------------------
Johnson Bank, a secured creditor, is challenging the request of
Lake Pleasant Group, LLP, and affiliate DLGC II, LLC, for joint
administration of the Debtors' recently filed cases and for
assignment of the cases to Judge Eileen W. Hollowell.  Johnson
Bank points out that LPG "intentionally fails to disclose" to the
Court that there exists a pending jointly administered Chapter 11
case (Case No. 11-10170) for these same debtors before Judge
Eddward P. Ballinger Jr., and that the Court in the prior cases
has confirmed a plan of reorganization.

Several hours prior to the filing of LPG's motion, Johnson Bank
filed its own motion in the pending case seeking the
administrative consolidation of the new cases with the lower-
numbered pending case to be heard in front of Judge Ballinger.

Johnson Bank explains that the sole intention of the Debtors in
filing the new cases is to strategically prevent Johnson Bank's
trustee's sale of the Debtors combined real property scheduled for
June 5, 2013, the date of filing the New Cases.  Johnson Bank's
trustee's sale is authorized by the terms of the confirmed plan.

Johnson Bank is represented by:

         Tamalyn E. Lewis, Esq.
         Vishnu R. Jonnalagadda, Esq.
         RIDENOUR, HIENTON & LEWIS, P.L.L.C.
         201 North Central Avenue, Ste. 3300
         Phoenix, AZ 85004
         Tel: (602) 254-9900
         Fax: (602) 254-8670
         E-mail: tlewis@rhlfirm.com
                 vjonna@rhlfirm.com

                  About Lake Pleasant and DLGC II

Lake Pleasant Group, LLP, and affiliate DLGC II, LLC, sought
Chapter 11 protection (Bankr. D. Ariz. Case Nos. 13-09574 and
13-09576) in Phoenix on June 5, 2013.

The Debtors have tapped Wesley Denton Ray, Esq., and Philip R.
Rudd, Esq., at Polsinelli, P.C., as counsel.

LPG estimated at least $10 million in assets and liabilities.
DLGC II estimated at least $10 million in assets and liabilities
of less than $10 million.

LPG and DLGC II, LLC, first filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 11-10170) on April 13, 2011,
with Polsinelli Shughart PC on board as counsel.

Phoenix, Arizona-based LPG was formed for the purpose of
purchasing and developing 244 acres of real property located near
State Route 74 and Old Lake Pleasant Road in Peoria, Arizona.  In
the schedules filed in the original case, LPG disclosed assets of
$15,780,263 and liabilities of $10,301,552.


LAKE PLEASANT: Sec. 341 Meeting of Creditors on July 9
------------------------------------------------------
There's a meeting of creditors of Lake Pleasant Group, LLP, and
affiliate DLGC II, LLC, on July 9, 2013, at 9:00 a.m. at the U.S.
Trustee Meeting Room, 230 N. First Avenue, Suite 102, in Phoenix.

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 Lake Pleasant and DLGC II

Lake Pleasant Group, LLP, and affiliate DLGC II, LLC, sought
Chapter 11 protection (Bankr. D. Ariz. Case Nos. 13-09574 and
13-09576) in Phoenix on June 5, 2013.

The Debtors have tapped Wesley Denton Ray, Esq., and Philip R.
Rudd, Esq., at Polsinelli, P.C., as counsel.

LPG estimated at least $10 million in assets and liabilities.
DLGC II estimated at least $10 million in assets and liabilities
of less than $10 million.

LPG and DLGC II, LLC, first filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 11-10170) on April 13, 2011,
with Polsinelli PC on board as counsel.

Phoenix, Arizona-based LPG was formed for the purpose of
purchasing and developing 244 acres of real property located near
State Route 74 and Old Lake Pleasant Road in Peoria, Arizona.  In
the schedules filed in the original case, LPG disclosed assets of
$15,780,263 and liabilities of $10,301,552.


LAKE PLEASANT: Wins Approval for Polsinelli as Counsel
------------------------------------------------------
Lake Pleasant Group, LLP, has sought and obtained approval from
Judge Eileen W. Hollowell to employ Polsinelli PC as attorneys in
its new Chapter 11 case.

The professional legal services Polsinelli will render include,
without limitation, preparation of pleadings and applications;
conducting examinations incidental to the administration
of this bankruptcy case and estate; advising the Debtor of its
rights, duties, and obligations under Chapter 11 of the Bankruptcy
Code; taking any and all other necessary action incident to the
proper preservation and administration of the Chapter 11 estate;
and advising the Debtor in the formulation and presentation of a
plan of reorganization pursuant to Chapter 11 of the Bankruptcy
Code, and the accompanying disclosure statement.

The hourly rates charged by Polsinelli are:

             Partners: $275 to $650 per hour
             Associates: $220 to $280 per hour
             Paralegals: $165 to $175 per hour

Polsinelli is still owed $4,575 by the Debtor in connection with
the Debtors' previous Chapter 11 case.  The firm says it's a
disinterested party as defined by 11 U.S.C. Sec. 101.  It has
agreed not to seek payment for any outstanding fees or costs
relating to the prior proceeding.

                  About Lake Pleasant and DLGC II

Lake Pleasant Group, LLP, and affiliate DLGC II, LLC, sought
Chapter 11 protection (Bankr. D. Ariz. Case Nos. 13-09574 and
13-09576) in Phoenix on June 5, 2013.

The Debtors have tapped Wesley Denton Ray, Esq., and Philip R.
Rudd, Esq., at Polsinelli, P.C., as counsel.

LPG estimated at least $10 million in assets and liabilities.
DLGC II estimated at least $10 million in assets and liabilities
of less than $10 million.

LPG and DLGC II, LLC, first filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 11-10170) on April 13, 2011,
with Polsinelli PC on board as counsel.

Phoenix, Arizona-based LPG was formed for the purpose of
purchasing and developing 244 acres of real property located near
State Route 74 and Old Lake Pleasant Road in Peoria, Arizona.  In
the schedules filed in the original case, LPG disclosed assets of
$15,780,263 and liabilities of $10,301,552.


LIFE UNIFORM: Final Hearing on $15-Mil. DIP Financing June 19
-------------------------------------------------------------
Life Uniform Holding Corp. and its affiliates will seek final
approval of their request to obtain $15 million of DIP financing
at a hearing on June 19 at 11:00 a.m.

The Debtors say that the $15 million senior-secured credit
facility being provided by prepetition senior secured lender
CapitalSource Finance LLC is the best and only financing available
under the circumstances.  The $11.5 million of the financing will
be used to pay off the $11 million outstanding prepetition
revolving facility provided by Capitalsource.

The DIP facility will provide $2.5 million of incremental
liquidity on an interim basis and $4 million in incremental
liquidity in total that the Debtors believe is necessary to
operations and to conclude a sale process on an expedited basis.

Advances under the DIP facility will bear interest at a rate equal
to the Prime Rate plus 5.25% per annum.  The Prime Rate will have
a floor of 2.75%.  The default rate will be 2.0% in excess of the
rate then in effect.

The Debtors will pay the DIP lender a fee of $100,000.

The DIP facility will mature Sept. 1, 2013.  The Debtors have
agreed to these milestones:

   * File on the Petition Date a motion to set bidding procedures
     to sell assets for a purchase price of at least $22.625
     million.

   * Obtain final approval of the DIP financing by June 24, 2013.

   * Obtain approval of the bidding procedures on or before
     June 24, 2013.

   * Conduct an auction on or before 53 days following the
     Petition Date.

   * Obtain approval of the sale to the winning bidder on or
     before 55 days following the Petition Date.

   * Close the sale 60 days following the Petition Date.

Judge Kevin J. Carey at the end of May entered an order
authorizing the Debtors to access $12.625 million of the DIP
financing and use cash collateral on an interim basis.

An addendum to the interim order provides that with respect to the
Debtors' non-residential real property leases, no liens or
encumbrances will be granted on or extend to the Debtors' non
residential real property leases themselves, but rather, any liens
granted will extend only to the proceeds of the non-residential
real property leases.

The addendum was added in light of an objection filed by Brixmor
Property Group, Inc. and Aronov Realty Management -- the owners or
agents for the owners of certain shopping centers in which Debtors
operate restaurant and/or food court locations pursuant to leases
-- with respect to granting a lien on the leases rather than the
proceeds of the disposition thereof.

The landlords are represented by:

         Matthew G. Summers, Esq.
         BALLARD SPAHR LLP
         919 N. Market Street, 11th Floor
         Wilmington, DE 19801
         Telephone: (302) 252-4428
         Facsimile: (410) 361-8930
         E-mail: summersm@ballardspahr.com

                  - and -

         David L. Pollack, Esq.
         BALLARD SPAHR LLP
         51ST Fl - Mellon Bank Center
         1735 Market Street
         Philadelphia, PA 19103
         Telephone: (215) 864-8325
         Facsimile: (215) 864-9473
         E-mail: pollack@ballardspahr.com

                      About Life Uniform

Life Uniform was founded in 1965 when Angelica Corporation decided
to enter the retail uniform industry.  The first Life Uniform
store opened in 1965 in Clayton, Missouri.  At present, Life
Uniform is the nation's largest independently owned medical
professional supplier.

Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and
Uniform City National Inc. filed Chapter 11 petitions (Bankr. D.
Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013.  The
petitions were signed by Bryan Graiff, COO, CFO, VP, secretary,
and treasurer.  The lead debtor estimated assets and debts of at
least $10 million.

First lien lender Capitalsource is owed on a $11.5 million
revolver and $26 million term loan.  Sun Uniforms Finance LLC is
owed $6.1 million in principal on a second lien note and holds two
additional notes, each in the original principal of $1.08 million.
Angelica Corp. holds an unsecured junior subordinate not in the
principal amount of $5.48 million.

Klehr Harrison Harvey Branzburg, LLP, serves as the Debtors'
counsel.  Epiq Bankruptcy Solutions acts as the Debtors' claims
and noticing agent.  The Debtors' financial advisor is Capstone
Advisory Group, LLC.

Sun Uniform LLC acquired Life Uniform in July 2004.  Since the
acquisition by Sun the company addressed sagging profitability and
overhead issues and quickly drove increases in profitability
through a combination of store rationalization and sensible
corporate overhead initiatives.  However, recent performance has
been declining in terms of revenue.  This is due to the company's
liquidity issues, which prevented the company from completing its
e-commerce system upgrade, encourage better pricing from vendors,
and maintain sufficient capital.

The company has signed a deal to sell all assets to Scrubs and
Beyond, LLC for $22.625 million, absent higher and better offers
at a court-sanctioned auction.


LIFE UNIFORM: Proposes Scrubs-Led Auction in July
-------------------------------------------------
Life Uniform Holding Corp. and its affiliates filed at the end of
May proposed procedures where Scrubs and Beyond, LLC will buy the
assets for $22.625 million, absent higher and better offers.

The Debtors say that notwithstanding the marketing efforts by
investment banker Morgan Joseph TriArtisan LLC prepetition, the
Debtors will seek to expose the assets for competitive bidding
through a court-sanctioned auction.

The proposed buyer and DIP lender CapitalSource Finance LLC are,
however, requiring a quick sale of the assets.  The parties attest
that the best way to maximize the value for the benefit of their
estates and creditors is to attempt an expeditious sale. The
timeline contemplates closing of the transaction by Aug. 30, 2013.

The proposed rules provide that:

   * The assets may be sold in a single sale to a single bidder or
     in parts to different bidders.

   * Initial bids for the assets must be submitted on July [__]
     and should provide a minimum overbid amount of $1 million and
     should include a 20 percent deposit.

   * If qualified bids are received by the deadline, an auction
     will be conducted on July [__].

   * Neither CapitalSource Finance LLC nor Sun Uniforms Finance,
     LLC will submit a credit bid for the assets.

   * The sale hearing will take place on July [__].

   * Scrubs and Beyond will receive customary bidding protections:
     a break-up fee in the amount of $678,750 (3 percent of the
     purchase price), an initial overbid for all or a portion of
     the assets.

The Debtors filed a separate motion for approval of the purchase
agreement with Scrubs and Beyond.  A copy of the motion is
available for free at:
http://bankrupt.com/misc/Life_Uniform_APA_Motion.pdf

The Debtors' investment banker can be reached at:

         MORGAN JOSEPH TRIARTISAN LLC
         600 Fifth Avenue, 19th Floor
         New York, NY 10020
         Attn: Alex C. Fisch

                      About Life Uniform

Life Uniform was founded in 1965 when Angelica Corporation decided
to enter the retail uniform industry.  The first Life Uniform
store opened in 1965 in Clayton, Missouri.  At present, Life
Uniform is the nation's largest independently owned medical
professional supplier.

Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and
Uniform City National Inc. filed Chapter 11 petitions (Bankr. D.
Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013.  The
petitions were signed by Bryan Graiff, COO, CFO, VP, secretary,
and treasurer.  The lead debtor estimated assets and debts of at
least $10 million.

First lien lender Capitalsource is owed on a $11.5 million
revolver and $26 million term loan.  Sun Uniforms Finance LLC is
owed $6.1 million in principal on a second lien note and holds two
additional notes, each in the original principal of $1.08 million.
Angelica Corp. holds an unsecured junior subordinate not in the
principal amount of $5.48 million.

Klehr Harrison Harvey Branzburg, LLP, serves as the Debtors'
counsel.  Epiq Bankruptcy Solutions acts as the Debtors' claims
and noticing agent.  The Debtors' financial advisor is Capstone
Advisory Group, LLC.

Sun Uniform LLC acquired Life Uniform in July 2004.  Since the
acquisition by Sun the company addressed sagging profitability and
overhead issues and quickly drove increases in profitability
through a combination of store rationalization and sensible
corporate overhead initiatives.  However, recent performance has
been declining in terms of revenue.  This is due to the company's
liquidity issues, which prevented the company from completing its
e-commerce system upgrade, encourage better pricing from vendors,
and maintain sufficient capital.

The company has signed a deal to sell all assets to Scrubs and
Beyond, LLC for $22.625 million, absent higher and better offers
at a court-sanctioned auction.


LIFE UNIFORM: Rejecting Burdensome Leases for 20 Locations
----------------------------------------------------------
Life Uniform Holding Corp., which has a deal to sell the business
for $22.6 million to Scrubs & Beyond LLC, has filed a motion to
reject certain unexpired leases of nonresidential real property,
effective May 31, 2013.

In contemplation of the sale of the assets, the Debtors have
analyzed various store locations to determine which locations do
not add any value to their enterprise and of the remaining leases,
which if any have potential value to another enterprise if the
lease was marketed.

The Debtors are rejecting the leases with respect to these
locations that were burdensome to the estates and that had no
resale or designation value:

  Store No.  Location                   Management Company
  ---------  --------                   ------------------
    60       The Orchard at Saddleback  Westrust Ventures LLC
             Lake Forest, CA

    125      Beaver Valley Mall         Preit-Rubin Inc.
             Monaca, PA

    174      South County Center        CBL & Associates Mgt, Inc.
             St. Louis, MO

    210      Southridge Plaza           Bonnie Management Corp
             Grendale, WI

    228      Chesapeake Square          Simon Property Group
             Chesapeake, VA

    251      White Marsh Mall           General Growth Properties
             Baltimore, MD

    274      Algodon Retail Center      Eisenberg Company
             Phoenix, Arizona

    281      South Shore Mall           Westfield
             Bay Shore, NY

    315      Pinole Vista Crossing      The Kivel Stadt Group
             Pinole, CA

    327      Hawthorn Mall              Westfield
             Vernon Hills, IL

    389      Argen and Watt
               Shopping Center          SEL Investments
             Sacramento, CA

    397      Lincoln Center             Sims-Grupe Mgt. Corp. Inc.
             Stockton, CA

    404      Mercer Mall                Federal Realty Inv. Trust
             Lawrenceville, NJ

    407      Whitehall Mall             Kravko/Simon
             Whitehall, PA

    410      Granite Run Mall           Madison Marquette
             Media, PA

    412      Plaza at King of Prussia   Kravco
             King of Prussia, PA

    464      Town Center at Cobb        Simon Property Group
             Kennesaw, GA

    505      Kings Court                Lat Purser & Assoc., Inc.
             Charlotte, NC

    524      Shops of Stone Oak         Shops of Stone Oak
              - NE Uniforms
             San Antonio, TX

    528      Scrub Shop                 The Milled Family LP
             Edison, NJ

                      About Life Uniform

Life Uniform was founded in 1965 when Angelica Corporation decided
to enter the retail uniform industry.  The first Life Uniform
store opened in 1965 in Clayton, Missouri.  At present, Life
Uniform is the nation's largest independently owned medical
professional supplier.

Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and
Uniform City National Inc. filed Chapter 11 petitions (Bankr. D.
Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013.  The
petitions were signed by Bryan Graiff, COO, CFO, VP, secretary,
and treasurer.  The lead debtor estimated assets and debts of at
least $10 million.

First lien lender Capitalsource is owed on a $11.5 million
revolver and $26 million term loan.  Sun Uniforms Finance LLC is
owed $6.1 million in principal on a second lien note and holds two
additional notes, each in the original principal of $1.08 million.
Angelica Corp. holds an unsecured junior subordinate not in the
principal amount of $5.48 million.

Klehr Harrison Harvey Branzburg, LLP, serves as the Debtors'
counsel.  Epiq Bankruptcy Solutions acts as the Debtors' claims
and noticing agent.  The Debtors' financial advisor is Capstone
Advisory Group, LLC.

Sun Uniform LLC acquired Life Uniform in July 2004.  Since the
acquisition by Sun the company addressed sagging profitability and
overhead issues and quickly drove increases in profitability
through a combination of store rationalization and sensible
corporate overhead initiatives.  However, recent performance has
been declining in terms of revenue.  This is due to the company's
liquidity issues, which prevented the company from completing its
e-commerce system upgrade, encourage better pricing from vendors,
and maintain sufficient capital.

The company has signed a deal to sell all assets to Scrubs and
Beyond, LLC for $22.625 million, absent higher and better offers
at a court-sanctioned auction.


LIFECARE HOLDINGS: US Can't Halt $320MM Sale Payouts, Judge Says
----------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that a Delaware
bankruptcy judge refused to freeze payments from the proceeds of
LifeCare Holdings Inc.'s $320 million acquisition by Carlyle Group
LP, rejecting the federal government's bid to keep the funds on
ice while it appeals the deal.

According to the report, contending that the LifeCare sale leaves
nothing for its administrative tax claim, the government
challenged the hospital group's sale in district court, but U.S.
Bankruptcy Judge Kevin Gross denied the request for a stay.

                           About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4% of the stock following a
$570 million acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to
secured lenders.

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.  Huron Management
Services LLC will provide the Debtors an interim chief financial
officer and certain additional personnel; and (ii) designate
Stuart Walker as interim chief financial officer.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

The lenders provided $25 million in secured financing for the
Chapter 11 case.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP.  FTI Consulting, Inc., serves
as its financial advisor.


LOUISIANA FILM: Ex-Saints Players, Coach Settle Fraud Claims
------------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that former New
Orleans Saints tight end Jeremy Shockey and the team's ex-
defensive coach Gary Gibbs settled their claims accusing a former
Saints long snapper of drawing them into an investment scheme
surrounding a now-collapsed film company and concealing his
financial stake in the business.

According to the report, in a joint motion to dismiss, defendants
Kevin Houser, Securities America Inc. and American International
Specialties Lines Insurance Co. along with Gibbs and Shockey said
they have entered into a binding settlement agreement, with each
party paying their own fees.

A group of the credit buyers that include 47 Construction, LLC, et
al., filed a petition to put the Company into Chapter 11
protection on July 23, 2009 (Bankr. E.D. La. Case No. 09-12232).


LOWER BUCKS: JP Morgan, BNY Mellon Want Class Bid Denied
--------------------------------------------------------
Daniel Wilson at Law360 reports that JP Morgan Trust Co. NA and
Bank of New York Mellon Trust Co. NA on Friday hit back at a class
certification bid in a suit accusing them of improperly handling
$36 million in bonds for a now-bankrupt hospital, telling a
Pennsylvania federal judge that the plaintiff's claims were
relevant only to him.

                    About Lower Bucks Hospital

Lower Bucks Hospital is a non-profit hospital based in Bristol,
Pennsylvania.  The Hospital is licensed to operate 183 beds.
Together with affiliates Advanced Primary Care Physicians and
Lower Bucks Health Enterprises, Inc., Lower Bucks owns a 36-acre
campus with several medical facilities.  The Hospital's emergency
room serves 30,000 patients annually.  For the fiscal year ending
June 30, 2009, Lower Bucks had $114 million in consolidated
revenues.

The Hospital filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 10-10239) on Jan. 13, 2010.  The Hospital's
affiliates -- Lower Bucks Health Enterprises, Inc, and Advanced
Primary Care Physicians -- also filed Chapter 11 petitions.
Jeffrey C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP,
in Philadelphia, assist the Hospital in its restructuring effort.
Donlin, Recano & Company, Inc., is the Hospital's claims and
notice agent.  The Debtors tapped Zelenkofske Axelrod LLC for tax
preparation services.  The Hospital estimated assets and
liabilities at $50 million to $100 million.

Regina Stango Kelbon, Esq., at Blank Rome LLP, in Philadelphia,
represents the Official Committee of Unsecured Creditors as
counsel.

The Bankruptcy Court confirmed the hospital operator's Chapter 11
plan on Dec. 7, 2011.  It emerged from bankruptcy in January 2012.


MARIETTA MATERIALS: Moody's Changes Ratings Outlook to Stable
-------------------------------------------------------------
Moody's Investors Service revised the rating outlook for Marietta
Materials, Inc.'s to stable from negative and affirmed its
existing ratings, including its Ba1 corporate family rating and
Ba1-PD probability of default rating.

The following ratings actions were taken:

Ba1 Corporate Family Rating, affirmed

Ba1-PD Probability of Default, affirmed

Ba1 on senior unsecured notes affirmed, LGD4- 58% revised to
LGD4- 57%

Speculative grade liquidity rating of SGL-3, affirmed

Ratings Rationale:

The change in outlook to stable from negative reflects Moody's
expectation that Martin Marietta will remain focused on debt
reduction and deleveraging, and operating performance will improve
over the next year as end markets begin to slowly improve, albeit
from a weak base. The stable outlook also incorporates Moody's
expectation that a large levering acquisition, similar to the
Vulcan bid in 2012, is unlikely in the intermediate future.

Martin Marietta's Ba1 ratings benefit from the company's position
as one of the North America's leading aggregates producers;
typically stable operating performance in most, but not in all
economic scenarios; and diverse end-markets including public,
private residential and non-residential construction. However,
Moody's notes its diversity did not fully mitigate against the
nation-wide declines in private residential and non-residential
construction experienced during the most recent recession.
Elevated financial leverage and cyclical weakness constrain the
rating. The company lacks multinational diversity, as it
effectively derives all of its income from operations in North
America. The company is smaller in scale than more highly rated
multinational building materials companies. While private
construction, primarily residential, has experienced an uptick in
demand, weak public sector construction activity still presents
credit risk.

SGL-3 speculative grade liquidity rating reflects Martin
Marietta's adequate liquidity profile, supported by the
availability of $237 million under its unsecured revolving credit
facility due 2015, absence of near-term debt maturities, and
Moody's expectation that the company will remain operating cash
flow positive over the next twelve months. Liquidity, however, is
constrained by a rather low cash balance of $37 million at March
31, 2013, moderate covenant clearance levels, and pending covenant
test level tightening over the next several quarters.

The stable outlook presumes that the company will carefully
balance its financial policy including maintaining acceptable
liquidity and debt leverage and other credit metrics against its
growth strategies, which may include various "tuck-in"
acquisitions. Furthermore it reflects Moody's expectations that
Martin Marietta's operating performance will improve, as private
sector construction continues to recover, and declines in public
construction slow and eventually reverse.

Material debt reduction and improved and sustained operating
margins and cash flow, would lead to upward rating consideration.
Adjusted debt-to-EBITDA sustained comfortably below 2.5x and
adjusted EBIT-to-interest expense consistently above 4.0x, and
rebuilding abundant liquidity would support positive rating
pressure.

Martin Marietta's ratings could be pressured in the event that the
company's liquidity deteriorated or if stressed conditions in the
end markets cause a negative impact on credit metrics, including
adjusted debt-to-EBITDA exceeding 4.0x and adjusted EBIT-to-
interest expense declining below 2.5x. The rating would likely be
downgraded in the event that Martin Marietta completed an
acquisition of Vulcan Materials company along the lines previously
considered, or any other materially levering transaction.

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

Headquartered in Raleigh, North Carolina, Martin Marietta
Materials, Inc. is one of the leading United States producers of
aggregates for infrastructure, commercial, agricultural and
residential construction. Aggregates account for nearly 90% of the
company's revenues. The company also manufactures magnesia-based
chemical products, and dolomitic lime in its Specialty Products
segment. In the LTM period ending March 31, 2013 Martin Marietta
generated approximately $2 billion in revenues.


MARINAS INTERNATIONAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Marinas International Consolidated, LP
        11226 Indian Trail
        Dallas, TX 75229

Bankruptcy Case No.: 13-11489

Chapter 11 Petition Date: June 10, 2013

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin Gross

About the Company: The company operates 11 marinas across the
                   United States.

Debtor's Counsel: Christopher A. Ward, Esq.
                  POLSINELLI PC
                  222 Delaware Avenue, Suite 1101
                  Wilmington, DE 19801
                  Tel: (302) 252-0920
                  Fax: (302) 252-0921
                  E-mail: cward@polsinelli.com

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

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

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

The petition was signed by Jo Wilsmann, chief financial officer.

Affiliates that simultaneously filed Chapter 11 petitions:

     Debtor                                            Case No.
     ------                                            --------
Marinas International Consolidated II, LP             13-bk-11490
Marinas International Consolidated II - Ouachita, LP  13-bk-11491


MERUELO MADDUX: 9th Cir. BAP Rules on Richard Meruelo Claims
------------------------------------------------------------
Meruelo Maddux Properties, Inc., and related reorganized debtors
objected to proofs of claim filed by Richard Meruelo, who
previously served as MMPI's Chairman, CEO, and major shareholder.
The reorganized Debtors moved for disallowance of the claims.

In the Claims, Richard sought indemnification for liabilities that
he incurred in defending actions and proceedings based on
guaranties that he executed for the benefit of the Debtors, for
fees he incurred in connection with the Debtors' bankruptcies, and
for payment on a judgment.

Richard retained Neufeld Marks & Gralnek to represent him in his
defense of these claims.  During the course of the cases, Richard
also retained Levene, Neale, Bender, Rankin & Brill as personal
bankruptcy counsel.

Neufeld submitted its declaration of disinterestedness and therein
disclosed its concurrent representation of one or more of the
Debtors.  Neufeld, however, failed to disclose that it represented
Richard in connection with the Guaranties.

The bankruptcy court confirmed a third party's plan in the
Debtors' cases on June 24, 2011.  The Debtors subsequently
objected to proofs of claim for pre-petition legal services filed
by Neufeld to the Debtors and moved for disallowance.  The Debtors
also objected to Neufeld's request for payment of an
administrative claim for post-petition fees.

The bankruptcy court heard all Neufeld fee related matters on
March 1, 2012. The bankruptcy court determined, among other
things, that Neufeld improperly failed to disclose its
simultaneous representation of Richard (and other insiders) in
non-bankruptcy proceedings and that, as a result of the concurrent
representations, Neufeld was not disinterested for purposes of 11
U.S.C. section 327(a). The bankruptcy court, thus, ordered Neufeld
to disgorge fees previously received and denied its various
requests for further payment.

The Debtors also moved to disallow Richard's Claims.  They argued
that neither of the Agreements formed a basis for Richard's
reimbursement claims and that disallowance under section
502(e)(1)(B) was warranted because the Claims were contingent.

In response to the Motion to Disallow, Richard submitted an
amended proof of claim in the MMPI case and filed opposition.
Richard reiterated that he was entitled to reimbursement and
indemnification based on the Agreements and listed total claims in
the amount of $316,294.39, consisting of three different
categories of liabilities:

     (1) $151,453.53 in attorneys' fees paid to Neufeld on
         account of its representation of Richard in proceedings
         related to the Guaranties and in the Cases ("Neufeld
         Claim");

     (2) $142,224.48 in attorneys' fees paid to Levene on account
         of its representation of Richard in the Cases ("Levene
         Claim"); and

     (3) $22,526.38 on account of Richard's payment of a state
         court judgment against Richard and a related entity
         pursuant to a guarantied lease ("Nemiroff Claim").

The bankruptcy court heard the Motion to Disallow on May 11, 2012
and, after argument, granted it in its entirety.  It disallowed
the Levene Claim because the fees were not related to an
indemnification purpose.  It disallowed the Neufeld claim based on
the law firm's prior disqualification in the Cases.  Finally, it
disallowed the Nemiroff Claim because the underlying Claim was
unenforceable in the bankruptcy case.

Richard appealed.

"We vacate the Disallowance Order with respect to the Levene and
Neufeld Claims and remand to the bankruptcy court so that it may
make the required findings regarding those claims.  We affirm the
Disallowance Order as to the Nemiroff Claim," the U.S. Bankruptcy
Appellate Panel for the Ninth Circuit held in a May 6, 2013
Memorandum available at http://is.gd/7DQcTgfrom Leagle.com.

"We address only the issues related to the guaranty liabilities
and bankruptcy legal fees.  We decline to address the issue
related to the payment on the judgment as it was not addressed by
Richard in his statement of issues on appeal, in his opening or
reply brief, or in a substantive fashion at oral argument. Thus,
we vacate and remand in part and affirm in part." the Ninth
Circuit BAP said.

The case is RICHARD MERUELO, individually and as Trustee of the
Richard Meruelo Living Trustee U/D/T dated September 15, 1989,
Appellant, v. MERUELO MADDUX PROPERTIES, INC., Appellee (9th Cir.
BAP).

Gregory M. Salvato, Esq., of Salvato Law Offices, argues for
Richard Meruelo.

Christopher E. Prince, Esq. -- cprince@lesnickprince.com -- at
Lesnick Prince & Pappas LLP, represents the reorganized Debtors.

                       About Meruelo Maddux

Meruelo Maddux Properties, Inc., and its affiliates filed for
Chapter 11 protection (Bankr. C.D. Cal. Lead Case No. 09-13356) on
March 26, 2009.  John N. Tedford, IV, Esq., and Enid M. Colson,
Esq., at Danning Gill, Diamond & Kollitz, LLP, in Los Angeles,
represent the Debtors in their restructuring effort.  The Debtors'
financial condition as of Dec. 31, 2008, showed $681,769,000 in
assets and $342,022,000 of debts.

FTI Consulting, Inc., serves as the Debtors' financial advisors,
Ernst & Young as independent auditors and tax advisors, DLA Piper
LLP (US) as special securities and litigation counsel, and Waldron
& Associates, Inc. as real estate appraiser.

The U.S. Trustee appointed an official committee of unsecured
creditors and a separate official shareholders' committee in the
case.  SulmeyerKupetz, APC, serves as the Creditors Committee's
counsel and Kibel Green, Inc., as its financial advisor.  The
equity committee has sought to retain Ron Orr & Professionals,
Inc., Rodiger Law Office, and Jenner & Block as counsel, and Kibel
Green, Inc. as its financial advisor.  The Debtors have hired
Kurtzman Carson Consultants as solicitation and balloting agent.

The Debtors; Legendary Investors Group No. 1, LLC, and East West
Bank; and Charlestown Capital Advisors, LLC and Hartland Asset
Management Corporation have proposed rival reorganization plans in
the case.  In mid-January 2011, the Debtors struck a deal with the
Legendary Group to drop the group's competing plan.

Legendary Investors Group No. 1, LLC, is represented in the case
by Jeremy V. Richards, Esq., and Jeffrey W. Dulberg, Esq., at
Pachulski Stang Ziehl & Jones LLP; and Surjit P. Soni, Esq., at
The Soni Law Firm.  East West Bank is represented by Curtis C.
Jung, Esq., and Monica H. Lin, Esq., at Jung & Yuen, LLP, and
Elmer Dean Martin III, Esq.

Charlestown Capital Advisors, LLC and Hartland Asset Management
Corporation are represented in the case by Christopher E. Prince,
Esq., Matthew A. Lesnick, Esq., and Andrew R. Cahill, Esq., at
Lesnick Prince LLP.

On June 24, 2011, after trial on competing proposed plans, the
bankruptcy court entered an order confirming the plan of
reorganization proposed by two of MMPI's minority shareholders.
That plan -- by Charlestown Capital Advisors, LLC's and Hartland
Asset Management Corporation -- became effective July 26, 2011.
Under the Plan, Charlestown Capital obtained control of the
reorganized company.  The Charlestown Plan provided for payment in
full to holders of undisputed unsecured claims on the Effective
Date and for payment to holders of secured claims either by
surrender of collateral or through payment over a four-year
period.


METROGAS SA: Justices May Shift US' Role in Global Arbitration
--------------------------------------------------------------
Keith Goldberg of BankruptcyLaw360 reported that by agreeing to
take on BG Group PLC and Argentina's dispute over a $181 billion
arbitration award, experts say, the U.S. Supreme Court is poised
to determine how much power U.S. courts can wield over
international arbitration proceedings linked to bilateral
investment treaties and could give firms second thoughts about
having those disputes handled by U.S.-based arbitration panels.

The U.S. Supreme Court agreed to consider BG Group PLC's bid to
reinstate aN arbitration award over an investment in now-bankrupt
Argentine gas distributor MetroGas SA, an award the D.C. Circuit
said was given in violation of an international investment treaty,
the report said.

According to the report, the high court granted BG Group's
petition for writ of certiorari 18 months after the D.C. Circuit
overturned the British natural gas exploration company's
arbitration award, ruling that the arbitration panel had
overstepped its authority.

                         About MetroGas SA

Headquartered in Buenos Aires, Argentina, MetroGAS S.A. is the
largest gas distribution company in Argentina in terms of number
of customers and of delivered gas volumes.  MetroGAS distributes
approximately 20.4% of the total natural gas supplied by the nine
distribution companies licensed after the privatization of Gas del
Estado in late 1992, and currently has approximately 2.2 million
customers in its service area (Buenos Aires City and eleven
municipalities in the south of Greater Buenos Aires), a densely
populated area including major power plants and other industrial
and commercial users.

As a consequence of different scenarios that significantly
affected the Company's ability to generate enough fund flows to
satisfy payments to its suppliers and financial creditors, on
June 17, 2010, MetroGAS' Board of Directors requested a
Reorganization proceeding which was filed before the National
Court for Commercial Matters No. 26, Secretariat No.51, case
record No. 056,999.  The Shareholders' Assembly carried out on
Aug. 2, 2010, ratified the decision taken by the Board.

In Feb. 2, 2012, the Company presented a total and final
reformulation of the preventive agreement proposal for unsecured
creditors who are verified and declared acceptable consisting in
the payment of verified or declared unsecured credits by means of
releasement, swap or "dacion en pago" of such credits, of two
kinds of negotiable bonds (the "New Negotiable Bonds") to be due
on Dec. 31, 2018.

During the Bondholders' Meeting of MetroGAS S.A, on June 18, 2012,
the proposal for the reorganization proceedings of MetroGAS S.A.
was unanimously accepted by the Company's creditors.


MF GLOBAL: Judge Glenn Fines Coe for Frivolous Filings
------------------------------------------------------
Bankruptcy Judge Martin Glenn imposed a monetary sanction
requiring that Michelle Y. Coe pay the sum of $250 to the Clerk of
the U.S. Bankruptcy Court for the Southern District of New York,
for frivolous filings in the Chapter 11 case of MF Global Holdings
Ltd.  Ms. Coe is also warned that any future frivolous conduct
will result in substantially larger sanctions awards.

"The Court has set the amount of the sanctions $250 payable to the
Clerk of the U.S. Bankruptcy Court at a modest amount intended to
deter further misconduct.  Hopefully, Coe will get the message
this time," Judge Glenn said.

On July 5, 2010, Ms. Coe filed a purported $25 million claim
against Holdings USA purportedly based on "Intellectual Property
Trade Secret." The Claim does not arise from any direct
relationship between Ms. Coe and any of the Debtors, but instead
from Man Financial's purchase of certain assets from Refco Inc.,
et al in 2005 during Refco's bankruptcy case.  MFGI is a successor
to Man Financial and Holdings USA is MFGI's parent company.

The Court previously concluded that having litigated her claims
and lost with respect to the claims in the Refco case, Ms. Coe was
collaterally estopped from proceeding with her claims in MF
Global's case.

A copy of the Court's May 29, 2013 Memorandum Opinion and Order is
available at http://is.gd/RvTvP0from Leagle.com.

                          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.


MIPL HOLDINGS: S&P Revises Outlook to Positive & Affirms 'BB' ICR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
U.K.-based asset manager MIPL Holdings Ltd. (Mondrian) to positive
from stable.  At the same time, Standard & Poor's affirmed its
'BB' long-term issuer credit and senior secured debt ratings on
Mondrian.

"The outlook revision is based on the company's improved debt
leverage metrics and a history of disciplined voluntary debt
repayments," said Standard & Poor's credit analyst Daniel Koelsch.

"The positive outlook reflects our opinion that Mondrian's debt
leverage metrics such as its EBITDA-to-interest or debt-to-EBITDA
multiples have teadily improved since the company incurred its
initial debt in third-quarter 2011.  Since we first assigned our
ratings to the company, Mondrian has shown its ability and
willingness to pursue a path of disciplined mandatory and
voluntary debt repayments.  Although Mondrian took advantage of
favorable markets during February of this year and issued new debt
(proceeds were in part used to repay the existing debt; net
increase of debt was approximately $80 million in addition to a
two-year extension of maturity and a reduced coupon rate), the
$306 million total debt outstanding at March 31, 2013, was still
below the $440 million issued during third-quarter 2011.  Of more
importance and excess earnings provided, we believe that Mondrian
will continue to reduce its debt at a rather fast pace through
mandatory and voluntary repayments.  By the company's own
estimations, debt should be fully redeemed by year-end 2017.  At
the same time, we expect that the company's cash levels could
fluctuate to account for the extra payments that are necessary for
the voluntary debt repayments.  Finally, we also anticipate that
Mondrian might continue to make distributions to retired partners
or pensioners, but only after accounting for the above-noted
additional debt repayment activities.  In other words, we don't
expect that Mondrian would slow down its expected debt repayment
schedule through significant equity distributions," S&P noted.

S&P's issuer credit rating on Mondrian reflects its opinion that
the company's relatively high leverage and negative tangible
equity more than offset its favorable business profile as an
institutional asset manager.  Mondrian's leverage is the result of
a share buyback from Hellman & Friedman LLC in third-quarter 2011.
The buyback restored management's ownership of the company to
100%.

Mondrian is an independent, institutional asset manager with
investment and operations functions in London, and an office in
Philadelphia.  Its business model is clearly defined, narrow in
scope, and consistently executed.  Over more than 20 years, the
company has developed a strong reputation as a value-oriented
defensive money manager with a focus on institutional clients,
particularly in the U.S. where the majority of its customers are
located.  At March 31, 2013, the company had approximately
$72.5 billion in AUM and ranked among the 10 largest managers of
active international securities for U.S. institutional tax-exempt
assets.

The positive outlook reflects S&P's expectation that Mondrian will
operate with incrementally decreasing leverage levels through
scheduled and voluntary debt repayments.  S&P could raise the
ratings if Mondrian successfully continues to maintain or improve
current leverage levels such as its EBITDA to interest coverage
(first-quarter 2013: 14.1x) or debt-to-EBITDA ratio (first-quarter
2013: 1.8x).

The positive outlook also reflects S&P's expectation that Mondrian
will be able to maintain or increase current fee-paying AUM.  This
will rest on its ability to continue its successful track record
of risk-adjusted performance and its ability to retain existing or
attract new investors.  The maintenance or growth of AUM is
particularly important, as it allows Mondrian to generate the cash
flows necessary to service its debt and rebuild its equity levels.

The ratings could come under pressure if the company's variable
expense flexibility were insufficient to buffer revenue declines
and, as a result, interest coverage ratios decreased.  In
addition, S&P would also consider lowering the ratings if
substantial equity distributions were to be put ahead of debt
servicing activities or if such distributions were funded through
additional leverage.


MONITOR COMPANY: Seeks Authority to Continue Cash Collateral Use
----------------------------------------------------------------
MCG Limited Partnership, f/k/a Monitor Company Group Limited
Partnership, et al., filed a second motion seeking authority from
the U.S. Bankruptcy Court for the District of Delaware to use cash
collateral to enable the Debtors (a) to fulfill their post-closing
obligations under the asset purchase agreement with Deloitte
Consulting LLP and DCSH Limited, (b) to perform under a transition
services agreement entered into between the Debtors and Deloitte
in connection with the closing of the sale under the APA, and (c)
to continue the orderly wind down of the Chapter 11 Cases.

The Debtors also require access to sufficient Cash Collateral to
pay attorneys' fees and costs anticipated to be incurred in June,
July, and August to administer the Chapter 11 Cases and to
complete performance of their obligations under the APA and the
TSA.  The work includes, among other things, the transfer of the
minority investments and resolution of any objections or legal
disputes in connection therewith.  The Debtors also require access
to Cash Collateral to pay McGladrey LLP for assistance with tax-
related work and to the Debtors' financial advisor for assistance
with the general administration of their Chapter 11 Cases.

Because the Debtors have not yet received the consent of its
remaining secured lender, Caltius Partners IV, LP, to use Cash
Collateral, the Debtors are also asking that the Court approve the
granting of liens and superpriority claims to Caltius as adequate
protection.  The Debtors tell the Court that, prior to the
hearing, they will continue to work in good faith with Caltius and
its advisors towards a consensual resolution of issues concerning
their use of Cash Collateral.

The Debtors hold unencumbered assets which, although illiquid,
have substantial value.  Among these is an adversary proceeding
already filed by the Committee, as estate representative, against
the Debtors' landlord in Cambridge, Massachusetts, seeking to
recover preferences totaling $2,127,948, including a wire transfer
of $992,175, made in respect of long past due obligations under
threat of lease termination one week before the Petition Date.  In
addition, the Debtors believe that the estates could pursue
avoidance and recovery of another approximately $10 million in
preferential payments from the respective transferees of those
payments.  The Committee, as estate representative, has sent
demand letters related to potential avoidance actions against
approximately 179 prospective defendants.  Already, the estates
have received approximately $69,000 pursuant to the terms of
settlements between the estates and just a few of these
prospective defendants.

A hearing on the Debtors' motion will be held on June 24, 2013, at
11:00 a.m. (ET).  Objections are due June 17.

John H. Schanne II, Esq., David B. Stratton, Esq., David M.
Fournier, Esq., and James C. Carignan, Esq., at Pepper Hamilton
LLP, in Wilmington, Delaware, and D. Ross Martin, Esq., James M.
Wilton, Esq., and Jonathan P. Reisman, Esq., at Ropes & Gray LLP,
in Boston, Massachusetts; and Adam J. Goldstein, Esq., at Rope &
Gray LLP, in New York, represent the Debtors.

                      About Monitor Company

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Cole, Schotz, Meisel, Forman & Leonard, P.A., represents the
Committee of Unsecured Creditors as counsel.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

The Debtors held an auction on Nov. 28, 2012, at the offices of
the Sellers' counsel, Ropes & Gray LLP in New York.  In mid-
January 2013, Judge Sontchi allowed the Debtors to sell its assets
to Deloitte Consulting for $116.2 million.


MOTORCAR PARTS: Sends Subsidiaries Into Chapter 7
-------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that two separately
capitalized subsidiaries of NASDAQ-listed replacement car parts
manufacturer Motorcar Parts of America filed for Chapter 7
liquidation in Delaware bankruptcy court.

Fenwick Automotive Products Ltd. and Introcan Inc. listed total
liabilities between $100 million and $500 million, according to
their individual filings.  Fenwick listed assets of more than $10
million and Introcan listed assets of less than $10 million, court
records show.  Three other affiliates also sought bankruptcy.

MPA purchased Fenwick, also known as Fenco, in 2011, the report
related.

Torrance, California-based Motorcar Parts of America, Inc., and
its subsidiaries is a leading manufacturer, remanufacturer, and
distributor of aftermarket automobile parts.  These replacement
parts are sold for use on vehicles after initial vehicle purchase.
These automotive parts are sold to automotive retail chain stores
and warehouse distributors throughout North America and to major
automobile manufacturers.


MSI CORPORATION: Files for Chapter 11 in Pittsburgh
----------------------------------------------------
MSI Corporation filed a bare-bones Chapter 11 petition (Bankr.
W.D. Pa. Case No. 13-22457) in Pittsburgh on June 7, 2013.

The Vandergrift, Pennsylvania-based company estimated at least
$10 million in assets and less than $10 million in liabilities.

According to the docket, governmental entities are required to
submit proofs of claim by Dec. 4, 2013.  The bar date for the
filing of claims for other creditors has not yet been set.


MSI CORPORATION: Case Summary & 10 Unsecured Creditors
------------------------------------------------------
Debtor: MSI Corporation
        210 First Street
        Vandergrift, PA 15690

Bankruptcy Case No.: 13-22457

Chapter 11 Petition Date: June 7, 2013

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania

Debtor's Counsel: Michael J. Roeschenthaler, Esq.
                  MCGUIREWOODS, LLP
                  625 Liberty Avenue, 23rd Floor
                  Pittsburgh, PA 15222
                  Tel: (412) 667-6000
                  Fax: (412) 667-6050

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

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

The petition was signed by Henry W. McLaughlin, III, president.

Debtor's List of Its Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Euler Hermes Collections           Huston Debt            $270,230
Attn: Dennis Brown
600 South 7th Street
Louisville, KY 40203

Dynamark Security Centers          Trade Debt              $32,618
6622 Jefferson Road
Corpus Christi, TX 78413

D&S Industrial Contracting         Trade Debt              $27,040
4200 Casteel Drive
Coraopolis, PA 15108

H&K Equipment Company              Fork Lifts              $22,038

Production Abrasives, Inc.         Trade Debt              $19,740

Ellison Industrial Controls        Trade Debt              $10,800

Smith Tool & Supply                Production Supplies      $4,068

Erie Bearings Company              Machinery Repairs        $2,183

R.L. Holliday Company, Inc.        Production Supplies      $1,782

MSC Industrial Supply Co. Inc.     Production and Safety    $1,671
                                   Supplies

NATIONAL ENVELOPE: Meeting to Form Creditors' Panel on June 21
--------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on June 21, 2013, at 10:00 a.m.in
the bankruptcy case of NE Opco, Inc., et al. The meeting will be
held at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 5209
         Wilmington, DE 19801

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

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

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                    About National Envelope

National Envelope is the largest privately-help manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the new Chapter 11 case, the company has tapped the law firm
Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP
as financial adviser, and Epiq Bankruptcy Solutions as claims and
notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.


NEENAH PAPER: Loan Amendments No Impact on Moody's Ratings
----------------------------------------------------------
Moody's Investors Service said that Neenah Paper Inc.'s recent
increase to its dividend and related credit agreement amendment is
credit neutral and does not affect the company's ratings at
present.

Neenah Paper, Inc. produces premium papers and specialty products.
The fine paper business accounts for about half of consolidated
sales and produces premium writing, text, cover, and specialty
papers used for corporate annual reports, corporate identity
packages, invitations, personal stationery, and high-end
packaging. The technical products business manufactures automotive
filters, saturated and coated base papers, and a variety of non-
woven wall coverings. Based in Alpharetta, Ga., and with
operations in the U.S. and Germany, the company reported revenues
of over $800 million for the twelve months ended March 31, 2013.

On May 13, 2013, Moody's Investors Service upgraded Neenah Paper
Inc.'s Corporate Family Rating to Ba2 from Ba3, and assigned a Ba3
rating to the company's proposed $175 million of Senior Unsecured
Notes due 2021. Proceeds will be used to refinance the remaining
$90 million 7.375% Senior Unsecured Notes due 2014, repay
borrowings under the asset-based revolving credit facility, pay
transaction-related fees and expenses, and add cash to the
company's balance sheet. The rating outlook is stable.


NORTH AMERICAN ENERGY: Moody's Retains CFR After Piling Biz Sale
----------------------------------------------------------------
North American Energy Partners, Inc. (NAEP, B3 negative) has
entered into an agreement to sell its piling division to Keller
Group plc (unrated) for $227.5 million in cash at closing and
additional cash proceeds of up to $92.5 million over the next
three years.

Moody's says the move is credit positive because NAEP will use the
initial $210 million in net proceeds to reduce debt. Upon closing
of the sale, NAEP's outlook may be changed to stable from
negative. However, due to the reduced size and scale of the
company an upgrade from the B3 Corporate Family Rating is
unlikely.

North American Energy Partners Inc. (NAEP), headquartered in
Calgary, Alberta, primarily serves the Canadian oil sands sector
through its Heavy Construction and Mining segment.


NPHP INVESTMENTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: NPHP Investments LP
        5525 E. Lincoln Drive, #100
        Paradise Valley, AZ 85253

Bankruptcy Case No.: 13-09682

Chapter 11 Petition Date: June 6, 2013

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Daniel P. Collins

Debtor's Counsel: Dale C. Schian, Esq.
                  SCHIAN WALKER, P.L.C.
                  1850 North Central Avenue, #900
                  Phoenix, AZ 85004-4531
                  Tel: (602) 277-1501
                  Fax: (602) 297-9633
                  E-mail: ecfdocket@swazlaw.com

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

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

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

The petition was signed by Peter G. Bernal, president.


OMNI FOODS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Omni Foods, Inc.
        4130 Mount Vernon Drive
        Los Angeles, CA 90008

Bankruptcy Case No.: 13-24871

Chapter 11 Petition Date: June 6, 2013

Court: U.S. Bankruptcy Court
       Central District of California

Debtor's Counsel: Joyce H. Vega, Esq.
                  JOYCE H. VEGA & ASSOCIATES
                  6185 Magnolia Avenue, Suite 318
                  Riverside, CA 92505
                  Tel: (888) 616-5762

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

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

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

The petition was signed by Ronson Smothers, president.


PENSON WORLDWIDE: July 24 Deadline to Vote on Liquidation Plan Set
------------------------------------------------------------------
Creditors entitled to vote on the Fourth Amended Joint Liquidation
Plan of Penson Worldwide, Inc., and its affiliated debtors have
until July 24, 2013 at 5:00 p.m. (prevailing Eastern Time) to
submit their ballots accepting or rejecting the Plan. To be
counted, an original Ballot must actually be received on or before
the Voting Deadline by Kurtzman Carson Consultants LLC.

The Voting Parties consist of holders of Claims in Class 3A
(General Unsecured Claims against PWI), Class 4A (Second Lien Note
Claims against PWI), Class 5A (Convertible Note Claims against
PWI), Class 3B (General Unsecured Claims against PFSI), Class 4B
(Subordinated Loan Claims against PFSI), Class 3C (General
Unsecured Claims against SAI and PHI), Class 4C (Second Lien Note
Guarantee Claims against SAI and PHI), Class 3D (General Unsecured
Claims against Nexa), and Class 3E (General Unsecured Claims
against remaining Filed Subsidiary Debtors).

For parties holding claims in Classes 4A, 5A and 4C, Ballots may
be mailed or delivered by hand to Penson Worldwide Ballot
Processing, Kurtzman Carson Consultants, 599 Lexington Avenue,
39th Floor, New York, New York 10022, during normal business
hours.

For parties holding claims in Classes 3A, 3B, 4B, 3C, 3D, and 3E,
Ballots may be mailed or delivered by hand to Penson Worldwide
Ballot Processing, Kurtzman Carson Consultants, 2335 Alaska
Avenue, El Segundo, California 90245, during normal business
hours.

                     4th Amended Plan

The United States Bankruptcy Court for the District of Delaware
approved on June 7, 2013, the Third Amended Disclosure Statement
explaining Penson's Fourth Amended Plan as containing adequate
information within the meaning of Section 1125 of title 11 of the
United States Code.

Penson's Fourth Amended Plan incorporates the settlement of
SunGard Financial Systems LLC's general unsecured claim.  After
months of good faith and arm's-length negotiations, the Debtors
have agreed to settle the SunGard Claim, which is classified and
treated in Class 3B of the Plan, pursuant to a settlement
agreement, subject to Court approval.  Under the Settlement, the
SunGard Claim will be allowed as a general unsecured claim against
Penson Financial Services, Inc. in the aggregate amount of $16.0
million, and will be classified and treated with other General
Unsecured Claims against PFSI. The parties exchange mutual
releases.

The Fourth Amended Plan further provides revised recovery for
these classes of claims:

   Class                                       Recovery
   -----                                       --------
   Class 3B General Unsecured Claims            50-100%
   Class 6B Equity Interests                 $35.7 million

   Class 3C General Unsecured Claims            0-12%
   Class 4C Second Lien Note Guarantee Claims   0-29%

   Class 5D Equity Interests                 $7.9-$8.5 million

   Class 3E General Unsecured Claims            $0-1,000
   Class 5E Equity Interests                    $0-1,000

Of the Debtors' estimated Administrative Expense Claims ranging
from $3.5 to $4.0 million, approximately $650,000 is estimated to
be for the aggregate fees and expenses of counsel to the Second
Lien Noteholders Committee and counsel to the Convertible
Noteholders Committee.

From a previous estimate of $285-291 million, the Debtors estimate
the General Unsecured Claims at PWI to be in the range of $282-284
million.

The Debtors revised their estimate of Nexa's General Unsecured
Claims range from $2-3 million to $400,000-$900,000.

Holders of the Promissory Note Claim will be entitled to receive
40% of the proceeds of the Illiquid Instruments up to a maximum of
$3.5 million.  The Promissory Note Claim will be placed in Class
2C against the SAI and PHI Estates.

The value of Illiquid Instruments is speculative but the Debtors
estimate it to be in the range of approximately $5-$10 million.

The Fourth Amended Plan further notes that the Official Committee
of Unsecured Creditors has independently concluded that the Plan
is in the best interests of all unsecured creditors and has
recommended that unsecured creditors vote in favor of the Plan.

A full-text copy of Penson's Third Amended Disclosure Statement
may be accessed for free at http://is.gd/sXAwy5

A full-text copy of Penson's Fourth Amended Joint Liquidation Plan
may be accessed for free at http://is.gd/mo3v0R

A full-text copy of Penson's Notice of Filing Blacklined Versions
of the Fourth Amended Plan and Third Amended Disclosure Statement
may be accessed for free at http://is.gd/6hmx9B

                 July 31 Confirmation Hearing

A hearing will be held on July 31, 2013 at 10:00 a.m. (prevailing
Eastern Time), before the Honorable Peter J. Walsh of the United
States Bankruptcy Court for the District of Delaware to consider
confirmation of Penson's Fourth Amended Plan.

Any objection, comment, or response to confirmation of the Plan,
including any supporting memoranda, must be filed with the Clerk
of the Bankruptcy Court, at 824 North Market Street, 3rd Floor,
Wilmington, Delaware 19801, together with proof of service, on or
before July 24, 2013 at 5:00 p.m. (prevailing Eastern Time) and
must (i) be in writing, (ii) state the name and address of the
objecting party, (iii) state the amount and nature of the Claim or
Equity Interest of such party, (iv) state with particularity the
basis and nature of any objection to the Plan and, if practicable,
proposed modification to the Plan that would resolve such
objection, and (v) be served on these parties on or before the
Confirmation Objection Deadline:

   (a) counsel for the Debtors:

       Paul, Weiss, Rifkind, Wharton & Garrison LLP
       1285 Avenue of the Americas
       New York, New York 10019
       Attn: Andrew N. Rosenberg, Esq.
             Oksana Lashko, Esq.

                 - and -

       Young Conaway Stargatt & Taylor, LLP
       1000 North King St., Rodney Square
       Wilmington, Delaware 19801
       Attn: Pauline K. Morgan, Esq.
             Kenneth J. Enos, Esq.

   (b) the U.S. Trustee
       844 King Street
       Suite 2207
       Wilmington, Delaware 19801
       Attn: Mark Kenney

   (c) counsel to the Official Committee of Unsecured Creditors:

       Hahn & Hessen LLP
       488 Madison Avenue
       New York, New York 10022
       Attn: Mark T. Power, Esq.

                 - and -

       Cousins Chipman & Brown, LLP
       1007 North Orange Street
       Suite 1110
       Wilmington, Delaware 19801
       Attn: William E. Chipman, Jr., Esq.

   (d) counsel to the Senior Noteholders Committee:

       Fried, Frank, Harris, Shriver & Jacobson LLP
       One New York Plaza
       New York, New York 10004
       Attn: Gary Kaplan, Esq.
             Richard Tisdale, Esq.

   (e) counsel to the Convertible Noteholders Committee:

       Sidley Austin LLP
       One South Dearborn
       Chicago, Illinois 60603
       Attn: Larry J. Nyhan, Esq.
             Bojan Guzina, Esq.

                    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.


PENSON WORLDWIDE: Seeks Approval of SunGard Claim Settlement
------------------------------------------------------------
Penson Worldwide, Inc., and its affiliated debtors seek the
Court's approval of a settlement agreement dated as of June 7,
2013, with SunGard Financial Systems LLC.

SunGard filed a proof of claim against Penson Financial Services,
Inc. asserting that it is owed at least $17,593,407.00 (Claim No.
69) as of the Petition Date.  SunGard Availability Services LP
filed a proof of claim against Penson Worldwide Inc. asserting
that it is owed $72,250.00 (Claim No. 65) as of the Petition Date.
On March 11, 2013, SunGard Securities Finance LLC filed a proof of
claim against PWI, asserting it was owed $65,250.00 (Claim No.
226) as of the Petition Date.

The Debtors and SunGard have engaged in good faith negotiations to
settle, resolve and release all claims, dispute and issues between
them.

Under the proposed settlement, the SunGard Claim will be fully and
finally allowed as a general unsecured claim against PFSI in the
aggregate amount of $16.0 million, which will be classified and
treated with other General Unsecured Claims under Penson's Fourth
Amended Joint Liquidation Plan.

A hearing on the motion is set for July 10, 2013. Parties have
until June 21 to file objections.

The Debtors' counsel are Kenneth J. Enos, Esq., Pauline K. Morgan,
Esq., Ryan M. Bartley, Esq., of Young Conaway Stargatt & Taylor,
LLP, and Andrew N. Rosenberg, Esq., and Oksana Lashko, Esq., of
Paul, Weiss, Rifkind, Wharton & Garrison LLP.

                    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.


PENSON WORLDWIDE: Grace Fin'l. Wants Stay Lifted to Pursue Claims
-----------------------------------------------------------------
Grace Financial Group, LLC seeks relief from the automatic stay
for the purpose of permitting liquidation of the its claims
against debtor Penson Financial Services, Inc., which are pending
in a FINRA Dispute Resolution proceeding.

The FINRA case is styled as Grace Financial Group LLC v. Penson
Financial Services, Inc. and Apex Clearing Corporation, FINRA No.
12-02002.

A hearing on the motion will be held on July 10, 2013 at 9:30 a.m.

Michael Busenkell, Esq. -- mbusenkell@gsbblaw.com -- and Brya M.
Keilson, Esq. -- bkeilson@gsbblaw.com -- of Gellert Scali
Busenkell & Brown, LLC represent Grace Financial.

Penson's counsel are Kenneth J. Enos, Esq., Pauline K. Morgan,
Esq., Ryan M. Bartley, Esq., of Young Conaway Stargatt & Taylor,
LLP, and Andrew N. Rosenberg, Esq., and Oksana Lashko, Esq., of
Paul, Weiss, Rifkind, Wharton & Garrison LLP.

                    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.


PENSON WORLDWIDE: Adamba Seeks Court Okay to File Late Claim
------------------------------------------------------------
Adamba Imports International, Inc., tells the Court that it was
was not served with notice of the Bar Date for Filing Prepetition
Proofs of Claim in Penson Worldwide, Inc. and its debtor
affiliate's Chapter 11 cases.

Adamba is based in Brooklyn, New York and is engaged in the
business of providing produce, deli and liquor products to
supermarkets.

According to Scott J. Leonhardt, Esq. -- leonhardt@teamrosner.com
-- of The Rosner Law Group LLC, the Debtors served Adamba with the
Suggestion of Bankruptcy before the Bar Date expired, and
easily could have served it with the Bar Date Notice. Four
attorneys from Young Conaway Stargatt & Taylor, LLP, and two
attorneys from Paul, Weiss, Rifkin, Wharton & Garrison LLP
signed the Suggestion of Bankruptcy; four attorneys from Young
Conaway Stargatt & Taylor, LLP signed the Certificate of Service
certifying under penalty of perjury that the Suggestion of
Bankruptcy was served on Adamba.  None of these attorneys had the
Bar Date Notice served on Adamba.  Alternatively, the failure to
file the Proof of Claim was due to excusable neglect, he said.

Accordingly, Adamba requests that the Court allow its claim
because notwithstanding it was a known creditor, the Debtors
failed to provide it with actual notice of the Bar Date. In the
alternative, Adamba asks the Court to allow it a late filed proof
of claim.

Adamba also seeks Court approval to file its motion under seal
saying its motion contains information concerning a pending FINRA
Arbitration. Under FINRA guidelines, pending arbitrations are
confidential.

Penson is represented by Kenneth J. Enos, Esq., Pauline K. Morgan,
Esq., Ryan M. Bartley, Esq., of Young Conaway Stargatt & Taylor,
LLP, and Andrew N. Rosenberg, Esq., and Oksana Lashko, Esq., of
Paul, Weiss, Rifkind, Wharton & Garrison LLP.

                    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.


PERLL DIAGNOSTICS: Case Summary 14 Unsecured Creditors
------------------------------------------------------
Debtor: Perll Diagnostics, Inc.
          pka Penn Diagnostics, Inc.
        5010 Ritter Road, Suite 104
        Mechanicsburg, PA 17055

Bankruptcy Case No.: 13-02985

Chapter 11 Petition Date: June 6, 2013

Court: U.S. Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Lawrence V. Young, Esq.
                  CGA LAW FIRM
                  135 North George Street
                  York, PA 17401
                  Tel: (717) 848-4900
                  Fax: (717) 843-9039
                  E-mail: lyoung@cgalaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 14 unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/pamb13-02985.pdf

The petition was signed by Nava K. Nawaz, M.D., president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Malik M. Nawaz & Nava K. Nawaz        13-02367            05/03/13


PIK HOLDINGS: Leveraged Buyout Prompts Moody's to Assign B3 CFR
---------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family and B3-PD
Probability of Default Ratings to Pik Holdings, Inc., the parent
of Water Pik, Inc. following the announcement of Water Pik's
leveraged buyout.

Moody's also assigned a B2 rating to the company's proposed $240
million first lien credit facilities consisting of a $215 million
term loan and a $25 million revolver as well as a Caa2 rating to
the company's proposed $95 million second lien term loan. Upon the
close of the transaction, Water Pik will become the obligor and
Moody's will move the ratings to Water Pik. The ratings outlook is
stable.

Proceeds from the proposed $215 million first term loan and $95
million second lien term loan along with a common equity
contribution (from MidOcean Partners and its affiliates and
rollover equity from management) will be used to fund the
acquisition of Water Pik from EG Capital Group and Carlyle Group.

Moody's does not expect any drawings under the proposed $25
million revolving credit facility at closing. Concurrent with the
transaction, substantially all of the company's existing debt
(including the preferred stock which Moody's treated as 50% debt)
will be paid off.

The B3 Corporate Family Rating reflects Water Pik's highly
leveraged capital structure following the LBO. "The proposed LBO
will increase Water Pik's debt leverage considerably," stated
Moody's analyst Tiina Siilaberg. "The contemplated transaction
more than doubles the company's funded debt balance to $310
million from about $141 million reported on March 31, 2013, and as
a result, pro forma debt/EBITDA will be initially high at about
6.1 times," added Siilaberg. Additionally, the B3 rating considers
the company's small scale with revenues under $200 million,
limited product focus, and customer concentration with the top
three customers accounting for a material portion of net sales.

The following ratings were assigned to Pik Holdings, Inc. (The
ratings are contingent upon the receipt and review of final
documentation.):

- Corporate Family Rating, assigned B3;

- Probability of Default Rating, assigned B3-PD;

- $25 million first lien revolving credit facility, due 2018,
   assigned B2 (LGD3, 34%);

- $215 million first lien term loan, due 2020, assigned B2
   (LGD3, 34%);

- $95 million second lien term loan, due 2021, assigned Caa2
   (LGD5, 86%).

The following ratings of Water Pik, Inc. will be withdrawn upon
consummation of the LBO:

- Corporate Family Rating of B2;

- Probability of Default Rating of B3-PD;

- $140 million first lien term loan due 2017 at B2 (LGD3, 34%);

- $20 million first lien revolving credit facility due 2016 at
   B2 (LGD3, 34%).

Ratings Rationale:

The B3 Corporate Family Rating reflects Water Pik's high debt
leverage, small revenue base as compared to many of its
competitors, customer concentration, and limited product
diversification. Moreover, Water Pik has a limited presence at key
mass merchandiser customers relative to larger consumer durables
companies and is exposed to consumer discretionary spending
trends. At the same time, the rating is supported by the company's
good liquidity and its well established niche market position,
good pro forma interest coverage metrics and strong EBITDA margins
due to a low cost sourcing model. The rating also considers the
company's history of de-leveraging through earnings growth and
debt reduction.

The stable outlook reflects Moody's expectation that Water Pik
will maintain good liquidity over the near term while modestly
growing revenue and earnings.

Water Pik is solidly positioned in the B3 rating category.
Positive rating pressure could build if debt reduction combined
with sustained earnings growth and a conservative financial policy
lead to a material improvement in credit metrics, such that debt
to EBITDA is maintained below 4.5 times and EBITA to interest
expense is sustained above 2.5 times.

Ratings could be downgraded if financial policies become more
aggressive, operating performance weakens, or if liquidity were to
deteriorate for any reason. In particular, if debt to EBITDA
increases to above 6.5 times, EBITA to interest expense declines
below 1.5 times or free cash flow generation turns negative, the
ratings could be downgraded. Furthermore, the loss of a key
customer, or a material debt-financed acquisition/dividend could
also pressure the ratings.

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

Headquartered in Fort Collins, Colorado, Water Pik, Inc. sells
oral health and showerhead products. Oral health is divided into
consumer oral health (COH) and professional oral health (POH). The
showerhead division sells replacement showerheads under the Water
Pik brand name to mass merchandisers and home improvement centers.
The company generated $177 million of revenues for the trailing
twelve month period ended March 31, 2013.


PRM FAMILY: Admin. Agent Objects to Cash Collateral Use Request
---------------------------------------------------------------
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011,
objects to PRM Family Holding Company, L.L.C., et al.'s request
for continued use of cash collateral, asserting that it is gravely
concerned about the financial condition of the Debtors.

The Agent complains that the Debtors provided bare-bones
projections with no supporting assumptions claiming they will have
approximately $4.0 million in the bank over the next couple of
months.  Since then, the Debtors have provided a 13-week operating
budget claiming they will have twice that amount -- approximately
$8.0 million -- on hand during the difficult summer months, the
Agent notes.

Robert J. Miller, Esq. -- rjmiller@bryancave.com -- Bryce A.
Suzuki, Esq. -- bryce.suzuki@bryancave.com -- and Justin A. Sabin,
Esq. -- justin.sabin@bryancave.com -- at Bryan Cave LLP, in
Phoenix, Arizona, serve as counsel for BofA.

                      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.


PRORHYTHM INC: ReCor Owns Disputed Patents
------------------------------------------
The Court of Chancery of Delaware declared ReCor Medical Inc. as
the rightful owner of the '757 PCT patent application and the
patent applications from which the '757 PCT patent application
claims priority (i.e., the '429 and '618 patent applications).

The two patents document the use of ultrasound in renal
denervation -- the process of damaging the sympathetic nerves
surrounding the renal arteries -- to treat hypertension.

ReCor acquired the patents from ProRhythm Inc., an insolvent
medical device company.

The case, RECOR MEDICAL, INC., a Delaware corporation, Plaintiff,
v. REINHARD WARNKING and SOUND INTERVENTIONS, INC., a Delaware
corporation, Defendants, C.A. No. 7387-VCN (Del. Ch.), was a
dispute over the ownership of the two patents.

In a May 31 decision, the Chancery Court ruled that the
Defendants, former employees of ProRhythm, are enjoined from
making further use of the technology disclosed in the applicable
patents and are ordered to take all necessary steps to transfer to
ReCor the applicable patents, all books and records pertaining
thereto, and all the attendant rights to the applicable patents
and the technology disclosed or claimed therein.

A copy of the Court's May 31, 2013 Memorandum Opinion is available
at http://is.gd/7XlV4qfrom Leagle.com.

Daniel B. Rath, Esq., Rebecca L. Butcher, Esq., and K. Tyler
O'Connell, Esq. -- rath@lrclaw.com butcher@lrclaw.com and
oconnell@lrclaw.com -- at Landis Rath & Cobb LLP, Wilmington,
Delaware; and John W. Holcomb, Esq. -- john.holcomb@knobbe.com --
at Knobbe Martens Olson & Bear LLP, Riverside, California,
attorneys for ReCor.

Thomas M. Horan, Esq. -- thoran@wcsr.com -- at Womble Carlyle
Sandridge & Rice, LLP, Wilmington, Delaware; and Joseph N. Campolo
Esq., and Eryn Y. Deblois, Esq. -- jcampolo@cmmllp.com and
edeblois@cmmllp.com -- at Campolo, Middleton & McCormick, LLP,
Bohemia, New York, attorneys for Defendants.

Headquartered in Ronkonkoma, New York, ProRhythm Inc. --
http://www.prorhythm.com/-- developed medical H.I.F.U. products,
including a device for the treatment of atrial fibrillation.  The
company filed for Chapter 11 protection on Dec. 11, 2007 (Bankr.
D. Del. Case No. 07-11861).  Chun I. Jang, Esq., and Mark D.
Collins, Esq., at Richards, Layton & Finger, P.A., represented the
Debtor.  When the Debtor filed for protection form its creditors,
it disclosed estimated assets between $10 million and $50 million
and estimated debts between $1 million and $10 million.


QUEBECOR WORLD: 'Conduit' Banks Can Trigger Ch. 11 Safe Harbor
--------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that the Second Circuit
ruled that securities transfers may qualify for safe harbor from
avoidance actions under the Bankruptcy Code even if the financial
institution involved in the transfer is "merely a conduit,"
affirming the dismissal of $376 million suit brought by Quebecor
World Inc. creditors against a group of insurer-investors.

According to the report, a three-judge panel ruled that Quebecor's
official committee of unsecured creditors can't recover $376
million in securities repurchase transactions that were made to a
group of institutional insurance company investors within the 90
days before the Petition Date.

                        About Quebecor World

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

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

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

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

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

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

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

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

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

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

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


QUIKSILVER INC: Moody's Lowers CFR to B3; Outlook Remains Stable
----------------------------------------------------------------
Moody's Investors Service lowered Quiksilver Inc.'s Corporate
Family Rating to B3 from B2 and also lowered the Probability of
Default Rating to B3-PD from B2-PD.

Moody's also lowered the rating on the company's $400 million
senior unsecured note to Caa2 from Caa1 and also lowered the
rating on Boardriders, S.A. EUR 200 million senior unsecured note
to B2 from B1.

The company's SGL-2 Speculative Grade Liquidity rating was
affirmed. The rating outlook remains stable.

The following ratings were downgraded:

Quiksilver, Inc.

Corporate Family Rating to B3 from B2

Probability of Default Rating to B3-PD from B2-PD

$400 million senior unsecured notes due 2015 to Caa2 (LGD 5,
83%) from Caa1 (LGD 5, 81%)

Boardriders S.A.

EUR 200 million notes due 2017 to B2 (LGD 3, 42%) from B1
(LGD 3, 34%)

The following rating was affirmed:

Quiksilver, Inc.

Speculative Grade Liquidity Rating at SGL-2

Ratings Rationale:

The downgrade of Quiksilver's Corporate Family Rating considers
the company's continued weak performance in its current fiscal
year, with adjusted EBITDA (as defined by the company) declining
near 45% to $32 million for the six month period ending April 30,
2013 compared to the year prior period. Debt/EBITDA, incorporating
Moody's standard analytical adjustments, is now in the high six
times range and interest coverage (EBITA/interest expense) is less
than one times.

The downgrade considers that the performance of the DC Shoe brand,
which has been a fast-growing brand for the company, has seen
weaker performance, relating to the lack of innovation in some key
product categories in this brand. Moody's believes Quiksilver's
new management team's initiatives to reduce operating costs are
credible and will be positive over time. However Moody's expects
these initiatives will take some time to be realized, and given
their wide-ranging impact on the organization there are execution
risks. While Moody's believes results will begin to stabilize in
the next couple of quarters, credit metrics are expected to remain
weak for an extended period of time.

The stable outlook considers Moody's expectations that while the
company's current metrics will remain weak, over time Moody's
expects benefits from improved inventory management and cost
saving initiatives to enable the company to make progress
improving operating margins over the next 12 to 18 months. The
stable outlook also considers the company's good overall liquidity
at the current time, tempered by its need to refinance its $400
million senior unsecured notes which currently come due in April
2015.

Quiksilver's B3 Corporate Family Rating reflects the company's
high debt burden with debt/EBITDA in the high six times range and
interest coverage below one time. The ratings also reflect the
company's low absolute profit margins -- operating margins,
excluding restructuring costs, are below 3%. The ratings consider
the company's ownership of three highly recognized brands in the
action lifestyle sector, the company's significant diversification
by geography with more than 60% of its revenues generated outside
the US. The company's overall liquidity profile is good, with
access to a new $230 million asset-based revolver though is
tempered by the company's need to address its April, 2015 maturity
of its senior unsecured notes.

Ratings could be upgraded if the company were to be successful
over time executing its profit improvement plan, which would be
evidenced by operating margins showing meaningful improvement from
current levels. Quantitatively, ratings could be upgraded if
debt/EBITDA was sustained below 5 times and interest coverage was
sustained above 1.75 times.

Ratings could be lowered if the company was unable to make
meaningful progress improving operating margins over the next
year, indicating that cost savings initiatives are not being
achieved or that its brands faced greater challenges in the
market. There is limited capacity for the company to experience
any meaningful erosion to the company's current good liquidity
profile. Ratings could be lowered if the company is unable to make
tangible progress refinancing its April 2015 debt maturity.
Quantitatively ratings could be downgraded if interest coverage
remained below one times or if debt/EBITDA were expected to remain
above 6 times by the end of the company's 2014 fiscal year.

The principal methodology used in this rating was the Global
Apparel Companies 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.

Headquartered in Huntington Beach, California, Quiksilver Inc.
distributes apparel, footwear, and accessories in more than 90
countries under brands that include Quiksilver, Roxy and DC. LTM
revenues are near $2.0 billion.


RCN TELECOM: Proposed $200MM Bonds Issue Gets Moody's Caa1 Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the proposed
$200 million senior unsecured bonds of RCN Telecom Services, LLC.
The company expects to use proceeds to fund another dividend
distribution to its private equity owners, ABRY Partners, LLC and
Spectrum Equity. Moody's also affirmed RCN's B2 corporate family
rating and the B1 rating on its senior secured first lien credit
facility. On May 28, Moody's downgraded the corporate family
rating to B2 from B1 based on expectations for the issuance of
senior unsecured bonds to fund the dividend.

A summary of these actions follow.

RCN Telecom Services, LLC

Senior Unsecured Bonds, Assigned Caa1, LGD6, 91%

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Senior Secured First Lien Credit Facility, Affirmed B1

Ratings Rationale:

Despite RCN's high leverage (about 6.2 times debt-to-EBITDA pro
forma for the proposed transaction), expectations for the company
to continue to generate positive free cash flow from its
attractively bundled video, high speed data and voice services in
densely populated markets support its B2 corporate family rating.
The financial sponsor ownership constrains the rating;
notwithstanding expectations for leverage to decline from both
EBITDA growth and debt reduction over at least the next year or
two, beyond that time the equity owners will likely seek
incremental returns of capital, which could lead to an increase in
leverage or limit the application of free cash flow to debt
reduction. Debt funded distributions have exceeded debt reduction
with free cash flow, and cash distributed to the sponsors to date
exceeds their original cash investment.

As an overbuilder in most markets, RCN faces intense competition
from larger and better capitalized cable, direct broadcast
satellite (DBS) and telecom operators. The company's upgraded
network allows it to offer an attractive package to both
residential and commercial customers, and the company added video
and high speed data subscribers on both a year over year and
sequential basis in the March quarter despite rate increases,
evidence of its ability to win and retain customers while
maintaining price discipline. Nevertheless, price pressure remains
a risk, and the battle for subscribers could limit growth (albeit
less so in the Lehigh Valley market, which represents about 40% of
EBITDA and in which RCN acts as an incumbent). The lack of scale
together with weak EBITDA margins relative to cable peers also
constrains the rating. Given the competition and RCN's size,
Moody's expects margins to remain below peers, particularly as
programming costs, especially the sports content prevalent in
RCN's urban markets, escalate.

The stable outlook incorporates expectations for leverage to fall
below 6 times debt-to-EBITDA over the next year and for RCN to
continue to generate positive free cash flow.

The current leverage profile, lack of scale, overbuilder model,
and the financial sponsor ownership limit upward ratings momentum.
However, Moody's could consider a positive action with a
commitment to a more conservative financial profile characterized
by leverage trending toward and remaining below 4 times debt-to-
EBITDA on a sustained basis. An upgrade would also require good
liquidity and expectations for stable to improving subscriber
trends.

Deteriorating operating performance, an inability to achieve
leverage below 6 times over the next 18 months, or expectations
for sustained negative free cash flow would likely pressure the
rating down. Over the longer term another debt-financed dividend
or an acquisition resulting in leverage sustained above 6.5 times
debt-to-EBITDA could warrant a downgrade. An erosion of the
liquidity profile could also have negative ratings implications.

The principal methodology used in this rating was Global Pay
Television-Cable and Direct-to-Home Satellite Operators
Methodology published in April 2013. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Based in Princeton, New Jersey, RCN Telecom Services, LLC (RCN)
provides bundled cable, high-speed Internet and voice services to
residential and small-medium business customers primarily located
in high-density Northeast (Washington, D.C.; Philadelphia and
Lehigh Valley, PA; New York City; Boston) and Chicago markets. The
company serves approximately 339 thousand video, 349 thousand high
speed data, and 187 thousand voice customers, and its annual
revenue is approximately $570 million. ABRY Partners, LLC owns
approximately two-thirds of the company, Spectrum Equity owns
approximately 20%, and management and other equity investors own
the remainder.


RESIDENTIAL CAPITAL: Gets More Time to Control Its Chapter 11 Case
------------------------------------------------------------------
Joseph Checkler writing for Dow Jones' DBR Small Cap reports that
Residential Capital LLC on Wednesday got more time to file a
reorganization plan clear from the threat of rival proposals, two
weeks before a hearing on a key settlement with parent Ally
Financial Inc.

Residential Capital asked 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.

                    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: Reaches Deal Slashing FGIC's $5.5B Claim
-------------------------------------------------------------
Ciaran McEvoy of BankruptcyLaw360 reported that in a deal that
will bring Residential Capital LLC closer to the end of its
bankruptcy case in New York, the mortgage servicer announced a
settlement with Financial Guaranty Insurance Co. to reduce the
bond insurer's claim from $5.5 billion to $596.5 million.

According to a court filing in U.S. Bankruptcy Court for the
Southern District of New York, ResCap, which once was the fifth-
largest mortgage-servicer in the United States, said the
settlement was "subject to FGIC's reservation of its rights to
assert certain additional claims," the report related.

                     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: Again Urges Approval of $1-Bil. Ally Payout
----------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that Residential
Capital LLC asked a New York federal bankruptcy court to approve a
$1.1 billion claims payout to Ally Financial Inc., dismissing as
unfounded an objection to the deal from one of the debtor's
largest bondholders, Warren Buffett's Berkshire Hathaway Inc.

According to the report, ResCap debtors asked the court to
authorize them to pay out $1.1 billion arising from asserted
secured claims under two so-called insider loans provided by Ally
in 2009. ResCap, a former Ally subsidiary, has outlined the
proposed payment in the case's plan support agreement.

                     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).


REVSTONE INDUSTRIES: Subsidiary Gets $54-Mil. Offer From Shiloh
---------------------------------------------------------------
Stephanie Gleason writing for Dow Jones' DBR Small Cap reports
that Revstone Industries LLC has received a $54.4 million offer
from a Shiloh Industries Inc. subsidiary for its auto parts
manufacturing business and is seeking court permission to sell
those assets.

                   About Revstone Industries

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.


ROTECH HEALTHCARE: Second Amended Plan Filed
--------------------------------------------
BankruptcyData reported that Rotech Healthcare filed with the U.S.
Bankruptcy Court Second Amended Chapter 11 Plan of Reorganization
and related Disclosure Statement.

The Plan actually consists of 115 separate Chapter 11 Plans -- one
Plan for each of the Debtors that will emerge as a reorganized
entity. The Plan does not substantively consolidate any estates.

According to the Disclosure Statement, "(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."

                    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.


ROTHSTEIN ROSENFELDT: Beats Government in Forfeiture Proceedings
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for the law firm run by admitted Ponzi
schemer Scott Rothstein won a victory June 12 over federal
prosecutors attempting to seize the firm's bank accounts as part
of a criminal forfeiture proceeding.

The report recounts that creditors started an involuntary
bankruptcy against the firm Rothstein Rosenfeldt Adler PA just
before prosecutors indicted Mr. Rothstein, who later pleaded
guilty and is serving a 50-year prison sentence.  As part of
criminal forfeiture proceedings, federal prosecutors laid claim to
law firm bank accounts, contending they contained proceeds from
the Ponzi scheme.  The federal district court largely sided with
the government, forcing the firm's Chapter 11 trustee Herbert
Stettin to appeal to the U.S. Eleventh Circuit Court of Appeals in
Atlanta.

The report notes that Mr. Stettin won in a 22-page opinion by
Circuit Judge Gerald B. Tjoflat.  The government made a concession
in the lower court that proved fatal on appeal.  Prosecutors
admitted that the accounts contained funds of the firm not tainted
with fraud.  The clean money was comingled with fruits of the
Ponzi scheme.  Agreeing with a decision from the U.S. Court of
Appeals in Philadelphia, Judge Tjoflat in substance ruled that
comingled funds cannot be forfeit because money is fungible.  He
said that proceeds of fraud used to acquire other property are
forfeited only when they can be traced.

The report relates that Judge Tjoflat carried the theory a step
further in favor of Mr. Stettin as trustee.  To the extent money
from the firm's accounts was used to acquire other property, that
other property is not forfeited either.  Although the bank
accounts themselves belong to the trustee as a consequence of June
12 opinion, Judge Tjoflat pointed out that Rothstein's interest in
the firm remains forfeit "subject, of course, to any claims third
parties may have against such interest."

The report notes that while the meaning of the quoted language is
unclear, it could be a signal that Mr. Stettin's status as a
hypothetical judicial lien creditor will cut off any forfeiture
claim the government might make against Rothstein's interest in
the firm.  While the June 12 case is an example of judicial
scholarship, it may make little difference to creditors because
the government had said forfeited funds would be turned over to
swindled investors, after deduction of costs.

The Bloomberg News reports that exactly which creditors make a
recovery and how much could be different with distribution made in
bankruptcy rather than by the government.  Distributions from the
bankruptcy may come sooner rather than later because there is a
July 11 confirmation hearing for court approval of the Chapter 11
plan proposed by Mr. Stettin.  The plan is based in large part on
a $72.4 million settlement payment to be made by TD Bank NA in
exchange for a waiver of lawsuits.

                   About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.


SEAN DUNNE: Ulster Bank May Proceed With Irish Bankruptcy
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the attempt by Sean Dunne, an Irish real estate
developer, to avoid bankruptcy in his home country may have been
undone by Ulster Bank Ireland Ltd.  Mr. Dunne filed for Chapter 7
bankruptcy in March in Connecticut, saying he is now resident in
the U.S.

According to the report, after Mr. Dunne filed lists of his assets
and creditors, Ulster Bank filed papers asking the U.S. court to
allow involuntary bankruptcy in Ireland to proceed.  Mr. Dunne's
Chapter 7 trustee, Richard M. Coan, agreed with the idea of having
a parallel bankruptcy in Ireland.  He said Mr. Dunne's "Irish
connections are paramount."

The report notes that the bankruptcy judge in Connecticut agreed
with the bank and the trustee by signing an order on June 12
permitting the bank to serve Mr. Dunne with papers initiating an
Irish bankruptcy.  Mr. Dunne wants bankruptcy principally in the
U.S. where he can formally shed debt more quickly than in Ireland.
The bankruptcy court authorized trustee Mr. Coan to "minimize
costs" on matters "more properly resolved" in the Irish
bankruptcy.

Mr. Rochelle notes that even if Mr. Dunne is ruled bankrupt in
Ireland, the so-called automatic stay from the U.S. bankruptcy
will remain.  Because U.S. law means that the Connecticut court
has power over Mr. Dunne's assets in Ireland, the courts in both
countries will need to work out a cooperation agreement.

The report recounts that Ulster Bank initiated involuntary
bankruptcy proceedings in Ireland six week before Mr. Dunne filed
for Chapter 7 bankruptcy in the U.S.  The U.S. proceedings
automatically stopped the bank from serving papers on Dunne
commencing the Irish bankruptcy in earnest.  Using Mr. Dunne's own
lists of assets and liabilities as evidence, the bank said that
all of his real estate and bank accounts are in Ireland while all
creditors are outside the U.S., mostly in Ireland.

The Bloomberg News report discloses that the formal lists of
property and debt Mr. Dunne filed last month in the U.S. court
show assets with a total claimed value of $55.2 million and
liabilities totaling $942.2 million.  The assets include $40.8
million of real estate, all in Ireland.  Among the $280.2 million
in secured creditors and $612.2 million in unsecured creditors,
almost all are in Ireland.  Mr. Dunne's property lists show
$10,000 of household furnishings he claims are exempt from
creditors' claims.  The household goods are located at a home in
Dublin.

                        About Sean Dunne

Irish real estate developer Sean Dunne filed a liquidating
Chapter 7 bankruptcy petition (Bankr. D. Conn. Case No. 13-50484)
on March 30, 2013, in Bridgeport, Connecticut.  Mr. Dunne says he
now lives and works in Connecticut.

Mr. Dunne said he filed for bankruptcy in the U.S. because Ulster
Bank was applying to an Irish court for permission to commence
bankruptcy proceedings there.

The formal lists of property and debt Dunne filed in May in the
U.S. court shows assets with a total claimed value of $55.2
million and liabilities totaling $942.2 million.  The assets
include $40.8 million of real estate, all in Ireland. Among the
$280.2 million in secured creditors and $612.2 million in
unsecured creditors, almost all are in Ireland.


SELECTOS WHOLE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Selectos Whole Foods, Inc.
        P.O. Box 9023115
        San Juan, PR 00902

Bankruptcy Case No.: 13-04680

Chapter 11 Petition Date: June 6, 2013

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Brian K. Tester

Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
                  LAW OFFICE OF CARLOS RODRIGUEZ QUESADA
                  P.O. Box 9023115
                  San Juan, PR 00902-3115
                  Tel: (787) 724-2867
                  E-mail: cerqlaw@coqui.net

Estimated Assets: $0 to $50,000

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/prb13-04680.pdf

The petition was signed by Thomas Ward, president.


SEMCRUDE LP: Plan Trustee Loses Suit Against Ritchie, Cottonwood
----------------------------------------------------------------
Bettina M. Whyte, as trustee of the SemGroup Litigation Trust,
commenced these lawsuits:

     -- Bettina M. Whyte, as the Trustee, on behalf of the
        SemGroup Litigation Trust, Plaintiff, v. C/R Energy
        Coinvestment II, L.P., C/R SemGroup Investment
        Partnership, L.P., Ritchie SG Holdings LLC, SGLP
        Holding, Ltd., SGLP US Holding, LLC and Doe Defendants,
        1-100, Defendants, Adv. Proc. No. 10-50840 (Bankr. D.
        Del.); and

     -- Bettina M. Whyte, as the Trustee, on behalf of the
        SemGroup Litigation Trust, Plaintiff, v. Cottonwood
        Partnership, LLP, Rosene Family, L.L.C., Satco
        Investments, L.L.C., and Doe Defendants, 1-100,
        Defendants, Adv. Proc. No. 10-51808 (Bankr. D. Del.),

seeking to avoid and recover certain SemGroup partnership
distributions that occurred on or around Aug. 2, 2007 and Feb. 20,
2008.  The Defendants owned equity interests in SemGroup and its
general partner, SemGroup G.P., LLC.  When SemGroup made equity
distributions, the Defendants received a portion of the proceeds
due to their ownership interest. The 2007 Distributions totaled
$26,192,686.  The 2008 Distributions totaled $29,102,985.  The
eight-count Complaint asserts constructive fraudulent transfer
claims pursuant 11 U.S.C. Sections 548 and 544, Oklahoma's Uniform
Fraudulent Transfer Act, and recovery of the alleged fraudulent
transfers under 11 U.S.C. Sec. 550.  The Trustee alleges the
Debtors received no value in exchange for the 2008 Distributions
to the Defendants and that the Debtors were insolvent at the time
of the 2008 Distributions. In response, the Defendants argue that
the Debtors were solvent at the time of the 2008 Distributions and
thus, the transfers cannot be avoided.

In a June 10, 2013 Opinion available at http://is.gd/B61fIpfrom
Leagle.com, Bankruptcy Judge Brendan Linehan Shannon finds that
the Trustee has failed to carry her burden to prove that the
Debtors were insolvent at the time of the 2008 Distributions.
Judgment is entered in favor of the Defendants on all counts,
Judge Shannon said.

Bettina M. Whyte, Trustee of the SemGroup Litigation Trust, is
represented by:

          BLANK ROME LLP
          Bonnie Glantz Fatell, Esq.
          David A. Dorey, Esq.
          E-mail: Fatell@BlankRome.com
                  Dorey@BlankRome.com

               - and -

          QUINN EMANUEL, URQUHART & SULLIVAN LLP
          R. Brian Timmons, Esq.
          Eric D. Winston, Esq.
          Matthew Scheck, Esq.
          Brian Collins, Esq.
          Rachel Appleton, Esq.
          E-mail: briantimmons@quinnemanuel.com
                  ericwinston@quinnemanuel.com
                  matthewscheck@quinnemanuel.com
                  briancollins@quinnemanuel.com
                  rachelappleton@quinnemanuel.com

Counsel to Ritchie SGLP Holding, Ltd., and SGLP US Holding,
L.L.C., are:

          COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
          Patrick J. Reilley, Esq.
          Sanjay Bhatnagar, Esq.
          E-mail: preilley@coleschotz.com
                  sbhatnagar@coleschotz.com

               - and -

          SIDLEY AUSTIN LLP
          Thomas K. Cauley, Jr., Esq.
          Brian A. McAleenan, Esq.
          E-mail: tcauley@sidley.com
                  bmcaleenan@sidley.com

Loizides, P.A.'s Laurie S. Polleck, Esq., and Albright, Rusher &
Hardcastle, PC's James W. Rusher, Esq., argue for Cottonwood
Partnership, LLP.

                        About SemGroup, L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup LP won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on Oct. 28, 2008.  The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on Nov. 30, 2008.

As part of the Plan, the Reorganized Debtors entered into two new
credit facilities aggregating $625 million in financing; entered
into a $300 million Second Lien Term Facility; created a new
corporate structure, including issuing shares of common stock and
warrants; and distributed approximately $500 million of cash and
approximately $1 billion in value of new common stock and warrants
to thousands of creditors in accordance with the Plan.


SEMGROUP LP: Creditors Lose $200 Million in Two Lawsuits
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of SemGroup LP lost two lawsuits with more
than $200 million at issue in the space of 24 hours.  One loss was
in federal district court in New York and the other defeat was at
the hands of a bankruptcy judge in Delaware.

According to the report, both suits were brought by Bettina Whyte,
in her capacity as trustee for the creditors' trust created under
the SemGroup Chapter 11 plan implemented in December 2009.  In the
New York suit, Ms. Whyte was suing Barclays Plc, contending that
the $143 million pre-bankruptcy sale of SemGroup's portfolio of
derivatives was a fraudulent transfer under Oklahoma state law.
U.S. District Judge Jed Rakoff dismissed the suit in a 10-page
opinion filed June 11.

The report notes that Ms. Whyte crafted her Barclays suit
intending to avoid the safe harbor in Section 546(g) of the
Bankruptcy Code prohibiting a bankruptcy trustee from suing to
unravel swap transactions.  Ms. Whyte relied on a provision in the
SemGroup plan where individual creditors transferred their claims
to the trust, allowing her to argue the suit was by creditors not
a trustee.  As further hoped-for protection, she sued only under
state fraudulent transfer law.  Judge Rakoff saw right through the
subterfuge.  He said her "clever argument" would create an "absurd
result" and render the safe harbor a "nullity."  As a legal
principle, Judge Rakoff said that the safe harbor "impliedly
preempts" Ms. White's theory that creditors were suing, not a
trustee.  Judge Rakoff said that "Congress intended to place swap
transactions totally beyond the inherently destabilizing effects
of a bankruptcy and its attendant litigation."

According to the report, Ms. Whyte's second defeat was a 21-page
opinion on June 10 by U.S. Bankruptcy Judge Brendan Linehan
Shannon in Delaware.  Defendants were shareholders Ritchie SG
Partnership LP and Cottonwood Partnership LLP.  In the Delaware
suit, Ms. Whyte was again suing as the creditors' trustee,
claiming that $56 million in distributions to shareholders within
a year of bankruptcy were fraudulent transfers because SemGroup
was insolvent.  In an oral ruling in April, Judge Shannon
preliminarily rejected Ms. Whyte's $26.2 million claim for a
transfer about a year before bankruptcy.  The judge didn't buy the
theory that SemGroup had unreasonably small capital a year before
bankruptcy.  On the $29.1 million stockholder distribution five
months before bankruptcy, the pivotal issue was solvency.

Bloomberg News reports that Judge Shannon took sides with the
shareholders' expert from Spectrum Capital Group and concluded
that SemGroup was solvent, thus killing the fraudulent transfer
theory.  Judge Shannon dismissed the suit entirely.

The New York suit is Whyte v. Barclays Bank PLC, 12-5318, U.S.
District Court, Southern District of New York (Manhattan).  The
Delaware suit is Whyte v. C/R Energy Coinvestment II LP (In re
SemCrude LP), 10-50840, U.S. Bankruptcy Court, District of
Delaware (Wilmington).

                      About SemGroup, L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup LP won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on Oct. 28, 2008.  The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on Nov. 30, 2008.

As part of the Plan, the Reorganized Debtors entered into two new
credit facilities aggregating $625 million in financing; entered
into a $300 million Second Lien Term Facility; created a new
corporate structure, including issuing shares of common stock and
warrants; and distributed approximately $500 million of cash and
approximately $1 billion in value of new common stock and warrants
to thousands of creditors in accordance with the Plan.


SOUTHWIND HOSPICE: Bankruptcy Court to Hear UMB Bank Suit
---------------------------------------------------------
Kansas Magistrate Judge David J. Waxse referred UMB Bank, N.A.'s
lawsuit against KANZA Bank to the U.S. Bankruptcy Court for the
District of Kansas, saying the case is related to the Southwind
Hospice, Inc. bankruptcy case, Case No. 12-23053.

UMB Bank, N.A., as Trustee under the Indenture dated January 1,
2005, filed its Complaint against KANZA Bank for resolution of an
existing dispute concerning the alleged demand by the Defendant
that UMB Bank pay it, to the detriment of other bond owners, the
outstanding principal amount of certain Healthcare Facility
Revenue Bonds owned by the Defendant after the occurrence of an
event of default by the obligor under the Indenture under which
the bonds were issued.  UMB Bank seeks a declaratory judgment to
determine whether payment by UMB Bank to the Defendant is required
by the Indenture and seeks reimbursement of fees and expenses as
required by the Indenture.  The Defendant filed an Answer and
Counterclaims, including counts for breach of contract,
declaratory judgment, breach of fiduciary duty and breach of trust
pursuant to the Kansas Uniform Trust Code.

The case is, UMB BANK, N.A., Plaintiff, v. KANZA BANK, Defendant,
Case No. 11-1215-DJW (D. Kan.).  A copy of Judge Waxse's June 7
Memorandum and Order is available at http://is.gd/1yUh1Efrom
Leagle.com.

UMB Bank, N.A., is represented by Gardiner B. Davis, Esq., and
Patrick J. Whalen, Esq. -- gdavis@spencerfane.com and
pwhalen@spencerfane.com -- at Spencer Fane Britt & Browne LLP.

KANZA Bank is represented by Will B. Wohlford, Esq., Kristen D.
Wheeler, Esq., and Julia M. Gaughan, Esq. --
WWOHLFORD@morrislaing.com kwheeler@morrislaing.com and
jgaughan@morrislaing.com -- at Morris, Laing, Evans, Brock &
Kennedy, Chtd.

Southwind Hospice, Inc., in Pratt, Kansas, filed a Chapter 11
petition (Bankr. D. Kan. Case No. 12-23053) on Nov. 9, 2012.
Bankruptcy Judge Dale L. Somers oversees the case.  Edward J.
Nazar, Esq. -- ebn1@redmondnazar.com -- at Redmond & Nazar, LLP,
serves as the Debtor's counsel.  In its petition, the Debtor
scheduled assets of $1,447,993 and liabilities of $2,727,546.  A
list of the Company's 19 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ksb12-23053.pdf The petition
was signed by Ginger Goering, executive director.


STRATA TITLE: No Longer Holds Interest in Tempe Tower
-----------------------------------------------------
Bankruptcy Judge Daniel P. Collins ruled that Schedule 1 of the
Tempe Tower LLC Operating Agreement can be enforced under Arizona
and Bankruptcy laws.  According to Schedule 1, on February 24,
2013, Strata Title LLC's membership interests in Tempe Tower
changed from 50% to zero and Pure Country Tower LLC's membership
interests changed from 50% to 100%.

Tempe Tower is a sole purpose LLC created to own and operate real
property at 230 W. Fifth Street, Tempe, Arizona.  When formed, the
Debtor and Pure Country each held a 50% membership interest in
Tempe Tower.  At formation, John Lupypciw, the Debtor's sole
member, was the manager of Tempe Tower.  Tempe Tower is a manager
managed LLC according to the terms of the operating agreement
entered into by the parties on February 24, 2012.

"Though the Debtor's membership interests in Tempe Towers were
property of the estate at the time of filing, those membership
interests were subject to Arizona law.  Under Arizona law, parties
to an operating agreement can contract, as the parties here did in
Schedule 1, for changes in membership interests between the
parties.  Stay relief to effectuate Schedule 1 was unnecessary as
it required no affirmative acts necessary to effectuate Schedule
1, cause exists to do so and the stay is hereby lifted
immediately," Judge Collins said in a June 6, 2013 decision
available at http://is.gd/jLASwDfrom Leagle.com.

Strata Title LLC filed its chapter 11 petition (Bankr. D. Ariz.
Case No. 12-24242) on Nov. 6, 2012.  The Debtor is a single member
limited liability company with John Lupyciw as its sole member.
The Debtor did not list an interest in Tempe Tower, LLC (Tempe
Tower) on its original schedules (November 20, 2012, Dkt #17), but
later amended Schedule B, claiming a 70% interest in Tempe Tower.

Tempe, Arizona-based Strata Title is represented by Ronald J.
Ellett, Esq. -- rjellett@ellettlaw.phxcoxmail.com -- at Ellett Law
Offices, P.C., as counsel.  In its petition, the Debtor estimated
$1 million to $10 million in both assets and debts.  A list of the
two largest unsecured creditors is available for free at
http://bankrupt.com/misc/azb12-24242.pdf The petition was signed
by Mr. Lupypciw as managing member.


SUNTECH POWER: Noteholders File Suit in New York Court
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when large foreign companies like Suntech Power
Holdings Co. are in bankruptcy abroad, they often initiate
Chapter 15 bankruptcy proceedings in the U.S. if they had
operations in the U.S. or issued securities in the U.S. markets
giving investors the right to sue in U.S. courts.

According to the report, Suntech so far hasn't filed for
Chapter 15 protection, thus allowing holders of $550,000 in
defaulted notes to file a lawsuit this week in New York state
court.  The noteholders are Trondheim Capital Partners LP and
Michael Meixler.  Suntech defaulted on $575 million in notes in
March and later that month was put into bankruptcy in China by
eight bank lenders.

The Bloomberg News report discloses that creditors of the holding
company, including holders of bonds sold in the U.S. market, may
have difficulty achieving a major recovery because they are
structurally subordinated to creditors of the operating company
where the assets are located.

A Chapter 15 petition, if approved by a U.S. bankruptcy judge,
would halt lawsuits and creditor actions in the U.S. Chapter 15 is
designed to assist a foreign court in a bankruptcy principally
pending outside the U.S.

                         About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd. (NYSE: STP)
produces solar products for residential, commercial, industrial,
and utility applications.  With regional headquarters in China,
Switzerland, and the United States, and gigawatt-scale
manufacturing worldwide, Suntech has delivered more than
25,000,000 photovoltaic panels to over a thousand customers in
more than 80 countries.

As reported by the TCR on March 20, 2013, Suntech Power Holdings
Co., Ltd., has received from the trustee of its 3% Convertible
Notes a notice of default and acceleration relating to Suntech's
non-payment of the principal amount of US$541 million that was due
to holders of the Notes on March 15, 2013.  That event of default
has also triggered cross-defaults under Suntech's other
outstanding debt, including its loans from International Finance
Corporation and Chinese domestic lenders.


SUPERIOR HOMES: 11th Cir. Affirms Order Barring Lawsuits
--------------------------------------------------------
The U.S. Court of Appeals for the Eleventh Circuit ruled that a
Florida bankruptcy court did not abuse its discretion in approving
a settlement agreement in the involuntary bankruptcy case against
Superior Homes & Investments LLC, which compromise contained a Bar
Order that prevented three cases from proceeding in Florida's
state courts.

On Feb. 20, 2009, numerous creditors filed a Chapter 11
involuntary bankruptcy petition (Bankr. M.D. Fla. Case No.
09-01955) against Superior Homes & Investments, LLC.  The
petitioning creditors were represented by Wendy Anderson, Esq. --
wra@andersonbadgley.com -- at Anderson & Badgley, in Winter Park,
Florida.  There were over 650 claims asserted against the Debtor,
400 of which concerned unreturned deposits paid to the Debtor
totaling $33,000,000.  Robert Morrison was appointed as Chapter 11
Trustee of the estate.  In November 2009, the bankruptcy court
converted the case to Chapter 7.

During his investigation of the Debtor's books and records, Mr.
Morrison discovered that the Debtor had made a number of transfers
to its principals and affiliated entities -- "Non-Debtor
Defendants" -- which were potentially subject to avoidance under
the Bankruptcy Code and Florida law.  The Trustee also determined
that these transfers rendered indistinguishable the assets of the
Debtor and Non-Debtor Defendants.

On Feb. 18, 2011, the Trustee filed a complaint against the Debtor
and the Non-Debtor Defendants to recover the allegedly fraudulent
transfers made between the Debtor and the Non-Debtor Defendants
during the time leading up to the bankruptcy case.  Based on the
Non-Debtor Defendants' cooperation during the Adversary
Proceeding, the Trustee determined that they had approximately
$1,000,000 in cash and assets available to satisfy a judgment
entered against them.  However, the Trustee was concerned that the
$1,000,000 in assets would be exhausted by the Non-Debtor
Defendants' defense of state-court cases filed by 560 creditors of
the Estate.  These creditors sought to recover from the Non-Debtor
Defendants the allegedly fraudulent transfers made between the
Debtor and the Non-Debtor Defendants.

To safeguard the $1,000,000 for the benefit of the Estate and all
of its creditors, the Trustee constructed a compromise that would
result in the Non-Debtor Defendants paying $800,000 to the Estate
in exchange for the entry of an order barring further litigation
against the Debtor and the Non-Debtor Defendants.  The Bar Order
would enjoin the creditors' state-court litigation against the
Non-Debtor Defendants.  Of those creditors, 116 (the Appellants)
objected to the Bar Order, requesting that the bankruptcy court
allow a judgment to issue against the Non-Debtor Defendants in the
state-court proceedings so that the Appellants could use the
judgment to collect from other sources of recovery, such as
insurance. Such an agreement is typically called a Coblentz
agreement.  On September 1, 2011, the bankruptcy court denied the
Appellants' request and entered the Bar Order.  On September 20,
2012, the district court affirmed the bankruptcy court's approval
of the Compromise and entry of the Bar Order.

A three-judge panel of the Eleventh Circuit held that the state-
court litigation would directly impact the Estate because the
Trustee would not have received the $800,000 settlement in the
absence of the Bar Order.

The Appellants argue that the bankruptcy court abused its
discretion in applying this factor because the Compromise will
provide the Appellants with a 2-cent return for each dollar of
their deposit; and also because the Compromise does not contain
Coblentz agreements, which would allow the Appellants to pursue
the Non-Debtor Defendants' insurers.

A Coblentz agreement -- from In re Coblentz v. Am. Sur. Co. of
N.Y., 416 F.2d 1059, 1063 (5th Cir. 1969) -- generally speaking,
is a settlement agreement where "an insurer who ha[s] refused to
handle its insured's defense, thus leaving its insured to his own
resources, was bound by the terms of a negotiated final consent
judgment entered against the insured." Wrangen v. Penn. Lumbermans
Mut. Ins. Co., 593 F.Supp.2d 1273, 1278 (S.D. Fla. 2008).

The Eleventh Circuit disagrees.  It held that, "Although
Appellants might receive only 2 [cents] on the dollar, this out-
of-context observation ignores the fact that the Debtor is
practically insolvent and the Non-Debtor Defendants pursuant to
the Compromise are parting ways with approximately 80% of their
remaining assets. Certainly, a Coblentz agreement would have been
more beneficial to Appellants than the Compromise as it stands
now, but we hardly think that the bankruptcy court abused its
discretion in approving the Compromise and the Bar Order. Allowing
the state-court litigation to continue would have drained the Non-
Debtor Defendants' resources and allowed Appellants to make an
end-run around the normal bankruptcy procedure for distribution of
the Estate. Therefore, the Trustee did what was, in his business
judgment, in the best interest of the Estate by structuring the
Compromise and its Bar Order, and the bankruptcy court did not
abuse its discretion in approving them."

The appellate case is, CHRISTOPHER APPS, et al., Plaintiffs,
RUSSEL KING, LORI LYNNE KING, KEITH MEALAND, VALERIE MEALAND,
DAVID SHEPPARD, GILLIAN SHEPPARD, Plaintiffs-Appellants, v. ROBERT
M. MORRISON, THE SUPERIOR GROUP, LLC, a.k.a. Superior Group, LLC,
SUPERIOR REAL ESTATE, LLC, SUPERIOR FINANCIAL GROUP, LLC, SUPERIOR
GROUP MANAGEMENT, LLC, d.b.a. The Superior Group of Companies, et
al., Defendants-Appellees (11th Cir.).  A copy of the Eleventh
Circuit's June 10, 2013 per curiam decision is available at
http://is.gd/JEXtzUfrom Leagle.com.


SUPERMEDIA INC: Idearc Execs Strike $34MM Deal to End Fraud Claims
------------------------------------------------------------------
Kathryn Brenzel of BankruptcyLaw360 reported that executives of
the former Idearc Inc. reached a $33.8 million settlement in a
securities fraud class action accusing the company of releasing
rosy financial statements as it spiraled toward bankruptcy, after
years of failed attempts to resolve the case in Texas federal
court.

According to the report, the settlement comes on the eve of trial
and after three failed attempts at mediation since the complaint
was filed in 2009, according to court documents.

The case is Buettgen v. Harless et al, Case No. 3:09-cv-00791
(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.


THORNBURG MORTGAGE: Deadline for Proposed Mediators List Moved
--------------------------------------------------------------
Bankruptcy Judge Duncan W. Keir signed off on a "Stipulation and
Consent Order Revising Schedule for Submission of Lists of
Proposed Mediators" in the case, JOEL I. SHER in his capacity as
Chapter 11 Trustee for TMST, INC., TMST HEDGING STRATEGIES, INC.,
and TMST HOME LOANS, INC., Plaintiff, v. JPMORGAN CHASE FUNDING
INC., et al., Defendants, Adv. Proc. No. 11-00340 (Bankr. D. Md.).

On May 23, 2013, the Court entered an Order Assigning Matter to
Bankruptcy Dispute Resolution Program and an Order as to Selection
of Mediator.  The Mediation Orders require that the parties confer
in good faith in an effort to select and submit to the Court for
approval a list of mutually-agreeable proposed mediators, or if
such agreement is not reached, the parties are to submit separate
lists of proposed mediators.  The Mediation Orders require that
the Submissions be completed on or before June 22, which is a
Saturday, making the Submissions due on June 24.  The parties have
been in consultation in the effort to select mutually-agreeable
mediators, but require a short period of additional time to file
the Submissions.  The parties have agreed to an extension of the
deadline for the filing of the Submissions to July 1.

A copy of the Stipulation dated June 11, 2013, is available at
http://is.gd/JUlbgsfrom Leagle.com.

Cadwalader, Wickersham & Taft LLP's Israel Dahan, Esq. --
deryck.palmer@cwt.com and israel.dahan@cwt.com -- and John H.
Thompson, Washington, D.C., argue for Citigroup Global Markets,
Ltd. and Citigroup Global Markets, Inc.

Paul, Weiss, Rifkind, Wharton & Garrison LLP's Alan W. Kornberg,
Esq., Roberta A. Kaplan, Esq., and Brian S. Hermann, Esq. --
akornberg@paulweiss.com rkaplan@paulweiss.com and
bhermann@paulweiss.com -- and Lori Simpson, Esq. --
lsimpson@bdslegal.com -- argue for JPMorgan Chase Funding Inc. (as
successor to Bear Stearns Investment Products Inc.).

Katten Muchin Rosenman LLP's David Bohan, Esq., and John Sieger,
Esq., in Chicago -- david.bohan@kattenlaw.com and
john.sieger@kattenlaw.com -- and Eric Kuwana, Esq. --
eric.kuwana@kattenlaw.com -- represent UBS AG (as successor to UBS
Securities, LLC).

Jones Day's Bennett L. Spiegel, Esq., and Erin N. Brady, Esq. --
blspiegel@jonesday.com and enbrady@jonesday.com -- and Jane Rue
Wittstein, Esq. -- jruewittstein@jonesday.com -- and Miguel Eaton,
Esq. -- meaton@jonesday.com -- represent RBS Securities Inc. f/k/a
Greenwich Capital Markets, Inc. and Greenwich Capital Derivatives,
Inc. and Royal Bank of Scotland plc.

Whiteford Taylor Preston LLP's John F. Carlton, Esq., and Todd M.
Brooks, Esq. -- jcarlton@wtplaw.com and tbrooks@wtplaw.com --
Douglas K. Mayer, Esq., Esq., and A.J. Martinez, Esq., at
Wachtell, Lipton, Rosen & Katz -- dkmayer@wlrk.com and
ajmartinez@wlrk.com -- represent Credit Suisse Securities (USA)
LLC and Credit Suisse International.

Shapiro Sher Guinot & Sandler's Richard M. Goldberg, Esq. and
Daniel J. Zeller, Esq. -- jis@shapirosher.com rmg@shapirosher.com
and djz@shapirosher.com -- represent the Chapter 11 Trustee.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray and David Hilty of Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by his firm, Shapiro Sher
Guinot & Sandler.


TOUSA INC: Insurance Pays $67 Million for Settlement
----------------------------------------------------
Tousa Inc. is asking a Florida bankruptcy judge to approve a
settlement whereby its insurers will pay $67 million to end a
lawsuit that alleged Tousa's top brass disregarded their duty to
the company and its creditors.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the $67 million settlement with several insurance
companies represents the last missing piece before the liquidating
homebuilder can move ahead with bankruptcy court approval of a
Chapter 11 plan filed in mid-May.

The deal is part of a broader "grand bargain" at the heart of the
company's Chapter 11 liquidation plan, according to a motion filed
with the bankruptcy court, BankruptcyLaw360 reported.

Bloomberg News relates that the new settlement opens the door to
conclusion of a bankruptcy more than five years old.  Like
everything else in the Tousa case, the dispute with the insurance
companies revolved around a fraudulent transfer before bankruptcy
where Tousa operating subsidiaries were made liable on debt which
previously hadn't been their responsibilities.  The judgment
finding fraudulent transfers was upheld in the U.S. Court of
Appeals in Atlanta.  Alongside the main suit, Tousa's creditors
sued the company's directors and officers for authorizing the
fraudulent transfers.  There were also lawsuits with insurance
companies that provided directors' and officers' liability
insurance over the question of whether there was liability on the
policies.

The Bloomberg report notes that the insurance companies included
Federal Insurance Co., XL Specialty Insurance Co. and Zurich
American Insurance Co.

Tousa's secured lenders also sued the directors and officers, who
turned the claims over to the insurance companies.  In settlement,
the insurance companies will pay $67 million, with $47.9 million
going to creditors of the Tousa companies that were forced to
shoulder debt improperly.  The first-lien lenders receive
$7.66 million, while second-lien lenders take home $11.5 million.

The report relates that some of the insurance companies also pay
$8.27 million of the directors' and officers' defense costs.
The new settlement was crafted by mediator Peter L. Borowitz, who
was also responsible for the larger settlement underlying the
Chapter 11 plan.  The lawsuits were hard-fought.

The report recounts that the directors and officers made six
motions to dismiss.  All were denied.  The settlement took two
years to work out in mediation.  There will be a hearing for
approval of the settlement on July 11 in U.S. Bankruptcy Court in
Fort Lauderdale, Florida.

The appeal in the Circuit Court of Appeals was Citicorp North
America Inc. v. Official Committee of Unsecured Creditors (In re
Tousa Inc.), 11-11071, U.S. Court of Appeals for the Eleventh
Circuit (Atlanta).

                        About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  Richard M. Cieri, Esq., M. Natasha Labovitz,
Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in
New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman,
in Miami, Fla., represent the Debtors in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa.  However, the committee
said it would no longer pursue approval of its liquidation plan
because of the pending appeal of its fraudulent transfer case in
the U.S. Court of Appeals for the Eleventh Circuit.  A district
court in February 2011 held that the bankruptcy judge was wrong in
ruling that lenders who were paid off received fraudulent
transfers when Tousa gave liens on subsidiaries' properties to
bail out and refinance a joint venture.  Daniel H. Golden, Esq.,
and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, N.Y., represent the creditors committee.

Tousa and the official committee of unsecured creditors has filed
a proposed chapter 11 liquidating plan following a settlement
between the Debtor and creditors and other settlements crafted by
mediator Peter L. Borowitz.  The settlement was made after a May
2012 U.S. Court of Appeals in Atlanta decision that found that
banks received fraudulent transfers exceeding $400 million.

There will be a hearing on June 20 for approval of disclosure
materials explaining the plan.  Tousa intends to hold a
confirmation hearing in August for approval of the plan.


TUCKER CAPITAL: Files for Chapter 11 Protection
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Tucker Capital Inc., a provider of truck leasing and
financing, filed a petition for Chapter 11 protection (Bankr. D.
Ore. Case No. 13-33699) on June 10 in its hometown in Portland,
Oregon.

According to the report, operating in seven states, the company
specializes in serving over-the-road drivers with bad credit.

The petition estimated assets of less than $10 million and debt
exceeding $10 million.  The creditor list shows about $12 million
owing to Bank of America NA and Zion's First National Bank,
secured by truck leases.


TUCKER CAPITAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Tucker Capital, Inc.
        P.O. Box 10446
        Portland, OR 97296

Bankruptcy Case No.: 13-33699

Chapter 11 Petition Date: June 10, 2013

Court: United States Bankruptcy Court
       District of Oregon

Judge: Randall L. Dunn

About the Company: The Debtor is a provider of truck leasing and
                   financing in seven states.

Debtor's Counsel: Tara J. Schleicher, Esq.
                  FARLEIGH WADA WITT
                  121 SW Morrison St #600
                  Portland, OR 97204
                  Tel: (503) 228-6044
                  E-mail: tschleicher@fwwlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/orb13-33699.pdf

The petition was signed by William E. Laverde, president.


UNIVERSAL FINANCE: Can't Use Cash to Pay BB&T, SunTrust
-------------------------------------------------------
Bankruptcy Judge William L. Stocks denied the request of Universal
Finance Inc. to use cash collateral to the extent it seeks
authorization to make payments to Branch Banking and Trust Company
and SunTrust Bank.  The Court said the proposed payments to BB&T
and SunTrust are not permissible.

On May 1, 2013, the Debtor filed its Motion for Use of Cash
Collateral, and submitted a budget setting forth the items which
it proposes to pay if permitted to use cash collateral. The budget
includes proposed monthly payments of $11,540 to BB&T and
$21,884.56 to SunTrust from the cash collateral. Wells Fargo Bank
and the Bankruptcy Administrator object to the proposed payments
to BB&T and SunTrust.

A copy of Judge Stocks' June 7, 2013 Opinion and Order is
available at http://is.gd/fuyMTDfrom Leagle.com.

This case came before the court on May 28, 2013 for hearing on the
Cash Collateral Motion.  Katherine J. Clayton, Esq., and Clint S.
Morse, Esq. -- cmorse@brookspierce.com -- appeared on behalf of
the Debtor, June L. Basden and J. Patrick Haywood appeared on
behalf of Wells Fargo, and Robert E. Price appeared on behalf of
the Bankruptcy Administrator.

Universal Finance Inc. is a licensed consumer finance company in
the business of making small, secured consumer loans.  Universal
Finance filed a Chapter 11 petition (Bankr. M.D.N.C. Case No.
13-50538) on April 30, 2013.

To finance its operations, in 2007 the Debtor took out a
$30,000,000 line of credit from Wells Fargo. When this loan was
made, Wells Fargo obtained a security interest in the accounts
receivable of the Debtor.  The cash collateral which the Debtor
seeks to use consists of the collections from the accounts
receivable that are subject to the security interest held by Wells
Fargo.

Beginning in May 2008, the Debtor's principals, Richard and Robert
Greer, concluded that loans or equity infusions to the Debtor were
needed. Thereafter, R&R Enterprises, LLC, another company owned by
the Greers, pledged, among other things, its interest in two
office buildings to secure a loan from BB&T in the amount of
$1,500,000.  The proceeds of this loan provided over $1,000,000 in
working capital to the Debtor.  In June and September of 2010, the
Greers pledged the majority of their liquid assets to SunTrust to
secure two loans totaling $4,500,000.  Approximately $3,500,000 of
the loan proceeds from SunTrust also went to the Debtor. These
loans to the Debtor were made subject to subordination agreements
under which repayment of BB&T and SunTrust was subordinated to
Wells Fargo, the Debtor's largest creditor.

Judge William L. Stocks oversees Universal Finance's bankruptcy
case. Katherine J. Clayton, Esq. -- kclayton@brookspierce.com --
at Brooks, Pierce, McLendon, Humphrey & Leonard LLP, serves as
the Debtor's counsel.  In its petition, the Debtor estimated
$1 million to $10 million in assets, and $10 million to
$50 million in debts.  A list of the largest unsecured creditors
is available for free at http://bankrupt.com/misc/ncmb13-50538.pdf
The petition was signed by Robert V. Green, director, shareholder.


VAIL LAKE: Puts Itself Into Chapter 11 Amid Ownership Dispute
-------------------------------------------------------------
Vail Lake Rancho California, LLC, this month said that it would no
longer contest a bankruptcy petition signed by creditors.  In
addition, Vail Lake sent five affiliates into bankruptcy in order
to address its woes.

"Most immediately, the present filings and uncontested involuntary
petition are precipitated by insufficient liquidity and as such,
serve to allow the Debtors to preserve their operations as a going
concern for the benefit of their economic stakeholders," explains
Thomas C. Hebrank, who was named Vail Lake's CRO in May.

As soon as the Court shortly enters an order for relief commencing
VLRC's Chapter 11 case, the Debtors expect to file "first day"
motions.  The Debtors will ask the Court to extend the deadline to
file their schedules of assets and liabilities, pay prepetition
wages, and pay claims of critical vendors. The Debtors intend to
file applications to hire Cooley LLP as counsel; and Thomas C.
Hebrank and E3 Advisors to serve as chief restructuring officer.

                         Road to Bankruptcy

According to Mr. Hebrank, the current financial issues faced by
the Debtor are attributable largely to the wrongful acts of Angela
Sabella and Sabella's lending entity, Dynamic Finance Corporation,
which, were undertaken in a concerted effort to obtain ownership
of the Debtors' and their respective assets.  According to the
Debtors, Sabella and Dynamic are classic "hard money" lenders and
are the predecessors in interest to the senior secured lender to
Vail Lake, Cambridge Financial of California, LLC.

William Johnson bought the Vail Lake properties from Kemper
Insurance Company in 1995 to 1996.

"From approximately 1996 onward, then, various of the Debtors
entered in to numerous financial transactions with Sabella and her
affiliate Dynamic, including purported loans secured by the
Debtors' respective properties that were both fraudulent and
usurious, among other things.  At the same time, Dynamic and
Sabella made continual associated demands regarding Sabella's
and/or Dynamic's desire for additional equity ownership in the
Companies," Mr. Hebrank explains.

"After obtaining effective financial control of Johnson and his
entities, Sabella sought to ensure her ultimate ownership of the
Vail Lake properties by withholding funds needed for development
and instead rolling over advances made by herself and Dynamic into
short term loans at usurious interest rates and uniformly cross-
collaterized, as a means of attempting to ensure the properties
could not be successfully entitled or operated."

In 2005, the Companies were successful in negotiating the terms of
a sale to KB Home Coastal, Inc. ("KB"), pursuant to which the real
properties held by VLRC, VLVR and VLU, excluding any lake
membership rights and any water rights to the lake itself, would
be sold for a sale price of $200,000,000.  However, Sabella
withhold consent of the sale.

                      Fraudulent Transfers

The CRO points out, among other things, that the purported
financing by Sabella/Cambridge, in excess of $30,000,000 in
principal amount on its face, is belied by the documentary
evidence.  He adds that the stated "principal" is the result of
numerous short term notes rolling over prior loans at usurious
interest rates and with improper charges and fees.  He also points
out that promissory notes given to Dynamic and Sabella were
executed without property corporate authority so they are likely
void or voidable.

In the Chapter 11 cases, the Debtors intend to promptly move to
seek avoidance of the Sabella/Dynamic liens, now purportedly
assigned to Cambridge, on grounds including, without limitation,
avoidance as fraudulent transfers as well as avoidance for lack of
perfection.  In addition, the Debtors further intend to seek
equitable subordination or recharacterization of any claims
asserted by Cambridge or Sabella/Dynamic, as the case may be.

                    North Plaza Bankruptcy

Vail Lake's CRO tells the Court that results of an investigation
by the bankruptcy trustee of a related entity reveal
"inappropriate actions" by Sabella and Dynamic.

An entity controlled by Johnson, North Plaza LLC, was the subject
of an involuntary bankruptcy filing in 2004 (Bankr. S.D. Cal. Case
No. 04-00769).  North Plaza owned as its primary asset certain
real property consisting of approximately 40 acres of land located
in Temecula, California.

In the North Plaza bankruptcy, the trustee thoroughly investigated
a substantial amount of such transactions, which were inextricably
linked to the Companies' dealings with Dyanmic and Sabella.  the
Trustee ultimately objected to and otherwise challenged the claims
asserted by Sabella and Dynamic against the North Plaza estate, on
grounds of, e.g., lender liability, fraudulent conveyance,
recharacterization, fraud, and usury.

The North Plaza trustee settled his claims with Sabella and
Dynamic in October 2010.  The trustee also reached a settlement
with VLRC, VLVR and VLU, with approval of the bankruptcy court by
order entered May 7, 2013.

                        Pending Lawsuits

The Debtors are party to number of pending lawsuits:

  (a) Chen v. Shining City et al.: Sabella, now going by the name
Angela Chen, has sued VLRC, Shining City and Johnson in Riverside
Superior Court (Case No. RIC1210424) alleging various acts of
fraud and other misconduct and has obtained a preliminary
injunction prohibiting certain conduct by VLRC and its principals,
including filing for bankruptcy relief and transferring any of its
property.  No trial date has been set.

  (b) Cambridge v. Johnson: Cambridge Financial of California,
LLC, has sued Johnson, together with his spouse Patricia Johnson,
in Riverside Superior Court (Case No. RIC1115973) for sums owed on
personal guarantees in principal amounts totaling approximately
$32,000,000.  The Johnsons, VLU and VLRC have filed a cross-
complaint alleging various wrongful acts on the part of
Cambridge's assignors, Sabella and Dynamic. No trial date has been
set.

  (c) Elysian v. VLU et al.: Elysian Events, LLC ("Elysian") has
sued VLU, VLRC and ORM in Riverside Superior Court (Case No.
1209275) alleging damages on various theories as a result of
cancellation of an events contract.  No trial date has been set.
Elysian was granted relief from stay in the bankruptcy proceeding
of VLRC to continue this suit to judgment, but was not denied
relief from stay to enforce any resulting judgment.

(d) VLRC v. Clawson et al.: VLRC has brought an action against
Kid Gloves, Inc. ("Kid Gloves"), Kelly Abreu, Vail Custodial
Services and others in San Diego Superior Court (Case No. 37-2009-
00094633-CU-FR-CTL) seeking to cancel two notes and trust deeds,
for wrongful foreclosure and for marshalling of assets. Judgment
was entered denying the request to cancel the note and trust
deeds, setting the amount due on the notes and ordering
marshalling of assets. VLRC appealed the judgment, and the
defendants have filed a cross-appeal. The parties are currently
briefing the issues on those appeals. Kid Gloves, and an entity
named 1690463 Alberta Ltd., have moved the Court for relief from
stay as against VLRC connection with the state court suit.

  (e) Bree v. Johnson et al., Riverside Superior Court Case No.
RIC400076, filed 09/19/2003. This Complaint, for breach of
contract, brought by James and Dorene Mae Bree (the "Brees"),
alleges breaches in connection with a buyout of the Brees 30
percent VLU membership interest, as well as alleged continuing
breaches against them by Johnson, and others, relating to alleged
actions taken to preclude the Brees from receiving the
consideration for the transfer. The complaint also alleges that
fraudulent misrepresentations were made by Johnson and others in
connection with the sale of the membership interest. The case
remains pending.

  (f) Bree v. Johnson, Riverside Superior Court Case No.
RIC399683, filed 09/10/2003. This complaint, brought by the Brees,
for foreclosure, relates to the several deeds of trust recorded
against various real properties, including those owned by
the Debtors, in or about late 2002. The Complaint sought
reformation, imposition of equitable lien, judicial foreclosure,
and damages. On March 13, 2013, the Riverside Superior Court held
a Hearing on OSC re: Dismissal after Settlement Pursuant to Rule
3.1385(B). The case currently reflects a status "Closed and Marked
as Disposed."

                          About Vail Lake

Vail Lake Rancho California, LLC and its affiliates own the
California campground Vail Lake Resort. Vail Lake is a large
reservoir in western Riverside County, California, located on
Temecula Creek in the Santa Margarita River watershed,
approximately 15 miles east of Temecula, California.  Properties
cover approximately 9,000 acres and have an estimated water
storage capacity of approximately 51,000 acre-feet.

On Dec. 26, 2012, creditors of Vail Lake filed an involuntary
Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail
Lake.  In a filing on June 6, 2013, the Debtor said it consents to
the entry of an order for relief and does not contest the
involuntary Chapter 11 petition.

On June 5, 2013, the company sent 5 related entities -- Vail Lake
USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail
Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational
Management, LLC -- to Chapter 11 bankruptcy.

The new debtors have sought and obtained an order for joint
administration of their Chapter 11 cases with Vail Lake Rancho
(Case No. 12-16684).

The Debtors are represented by attorneys at Cooley LLP and
Phillips, Haskett & Ingwalson, A.P.C.

The Debtors' consolidated assets, as of May 31, 2013, total
approximately $291,016,000 and liabilities total $52,796,846.


VAIL LAKE: 341 Meeting of Creditors on July 9
---------------------------------------------
There's a meeting of creditors of Vail Lake USA LLC and its
affiliates on July 9, 2013, at 1:00 p.m. at 402 W. Broadway,
Emerald Plaza Building, Suite 660 (B), Hearing Room B, San Diego,
CA.

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.

Objections to discharge are due Sept. 9, 2013, according to the
docket.

                          About Vail Lake

Vail Lake Rancho California, LLC ("VLRC") and its affiliates own
the California campground Vail Lake Resort. Vail Lake is a large
reservoir in western Riverside County, California, located on
Temecula Creek in the Santa Margarita River watershed,
approximately 15 miles east of Temecula, California.  Properties
cover approximately 9,000 acres and have an estimated water
storage capacity of approximately 51,000 acre-feet.

On Dec. 26, 2012, creditors of Vail Lake filed an involuntary
Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail
Lake.  In a filing on June 6, 2013, the Debtor said it consents to
the entry of an order for relief and does not contest the
involuntary Chapter 11 petition.

On June 5, 2013, the company sent 5 related entities -- Vail Lake
USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail
Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational
Management, LLC -- to Chapter 11 bankruptcy.

The new debtors have sought and obtained an order for joint
administration of their Chapter 11 cases with Vail Lake Rancho
(Case No. 12-16684).

The Debtors are represented by attorneys at Cooley LLP and
Phillips, Haskett & Ingwalson, A.P.C.

The Debtors' consolidated assets, as of May 31, 2013, total
approximately $291,016,000 and liabilities total $52,796,846.


VALLEJO, CA: Lets Residents Set Part of Budget
----------------------------------------------
The Associated Press reported that a Northern California city that
emerged from bankruptcy two years ago is trying a novel approach
to setting part of its budget: having the public decide.

The San Francisco Chronicle reported on Tuesday that Vallejo let
residents over the age of 16 vote in May on how to spend about
$3.2 million.

Taxpayers were allowed to pick from 33 projects, with the top 12
sharing the money, the AP report said.

The winners included pothole and street repair, community gardens
and streetlights, according to AP. Among the losers were public
art and small-business training.

City Manager Daniel Keen said the effort was a good way to give
people confidence in a city government they considered broken, the
report related.

The City Council certified the vote results last week and sent
them to city staff to incorporate in the budget, the report
further related.

                      About Vallejo, California

Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano
County, California in the United States.  As of the 2000 census,
the city had a total population of 116,760.  It is located in the
San Francisco Bay Area on the northern shore of San Pablo Bay.  It
was named for General Mariano Guadalupe Vallejo.

Vallejo filed for protection under Chapter 9 of the U.S.
Bankruptcy Code (Bankr. E.D. Calif. Case No. 08-26813) on May 23,
2008, after it was unable to persuade labor unions to accept
salary concessions as the recession began cutting into local
government tax collections nationwide.  Marc A. Levinson, Esq.,
and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in
Sacramento, California, represented the City.  The city estimated
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  According to Vallejo's
comprehensive annual report for the year ended June 30, 2007, the
city has $983 million in assets and $358 million in debts.

In August 2011, Vallejo was given green light to exit the
municipal reorganization.   The Chapter 9 plan restructures
$50 million of publicly held debt secured by leases on public
buildings.  Although the Plan doesn't affect pensions, it adjusts
the claims and benefits of current and former city employees.

A federal judge released the city of Vallejo from bankruptcy on
Nov. 1, 2011.


WARNER SPRINGS: Disclosure Statement Hearing Set for July 25
------------------------------------------------------------
The hearing on the disclosure statement explaining the Chapter 11
Plan proposed by Jeffrey D. Cawdrey on behalf of Warner Springs
Ranchowners Association will be held on July 25, 2013, at 11:00
a.m.  The Debtor's request to further extend its exclusivity
periods will also be heard on the same date.

The Debtor has formulated a plan that contemplates the creation of
a liquidating trust, through which a liquidating trustee will
liquidate all of the assets that are not sold and distribute the
proceeds from the sale of the ranch and these remaining assets to
creditors and UDI owners.

                  About Warner Springs Ranchowners

Warner Springs Ranchowners Association, a California non-profit
mutual benefit corporation, filed for Chapter 11 protection
(Bankr. S.D. Cal. Case No. 12-03031) on March 1, 2012.  Judge
Louise DeCarl Adler presides over the case.  Megan Ayedemo, Esq.,
and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP, represent the
Debtor.  The Debtor has hired Andersen Hilbert & Parker LLP as
special counsel.  Timothy P. Landis, P.H., serves as the Debtor's
environmental consultant.

The Debtor's schedules disclosed $14,079,894 in assets and
$1,466,076 in liabilities as of the Chapter 11 filing.

Warner Springs Ranchowners Association manages and co-owns 2,300
acres of unencumbered rural land known as the Warner Springs Ranch
in San Diego County, California.  The improvements on the Property
include 250 cottage style hotel rooms, an 18 hole golf course,
service/gasoline station, tennis courts, an aquatics center, an
equestrian center, an airport, a spa, and two restaurants.


WATER PIK: S&P Assigns 'B' Rating to $240MM 1st-Lien Facilities
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Water Pik Inc.  The outlook is stable.

"At the same time, we assigned a 'B' issue-level rating to Water
Pik's proposed $240 million first-lien senior secured credit
facilities, composed of a $25 million revolving credit facility
expiring 2018 and a $215 million first-lien term loan due 2020.
The recovery rating is '3', indicating our expectation for
meaningful (50% to 70%) recovery for lenders in the event of a
payment default.  We also assigned a 'CCC+' issue-level rating to
the company's proposed $95 million 7.5 year second-lien term loan,
with a recovery rating of '6', indicating our expectation for
negligible (0% to 10%) recovery in the event of a payment default.
Proceeds from the new term loans along with equity from entities
affiliated with MidOcean Partners will primarily be used to
finance the acquisition of Water Pik Inc. from existing financial
sponsor EG Capital, including the repayment of all existing debt,"
S&P said.

The ratings are based on proposed terms and are subject to review
upon receipt of final documentation.  S&P will withdraw its
ratings on the company's existing senior secured credit facilities
following the close of the transaction and repayment of this debt.
At the close of the transaction, S&P estimates Water Pik will have
about $310 million in total debt outstanding.

The ratings on Water Pik reflect S&P's view that the company has a
"vulnerable" business risk profile and a "highly leveraged"
financial risk profile.  Key credit factors in S&P's business risk
assessment include its view of the company's participation in the
highly competitive oral health care market, narrow product focus,
small size, and customer and supplier concentration, yet strong
market shares in its niche product categories.  S&P's view of
Water Pik's financial risk profile reflects leverage of more than
5x and a ratio of funds from operations (FFO) to total debt of
less than 12%.

"We expect Water Pik's operating performance will remain
relatively stable over the near-to-intermediate term, that the
company will maintain adequate liquidity, and that the company
will use free cash flow for debt reduction, resulting in leverage
improving to the mid-5x area over the next year," said Standard &
Poor's credit analyst Rick Joy.

S&P could consider a lower rating if liquidity becomes constrained
or operating performance and credit measures deteriorate, such
that leverage is above 7.5x.  Although unlikely given the
company's "vulnerable" business risk profile, S&P could consider
raising the rating if the company can expand its market presence
and business-line diversity, and significantly improve credit
measures.


WENTWOOD BAYTOWN: Can Access Cash Collateral Until June 30
----------------------------------------------------------
The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas signed off on a stipulation authorizing Wentwood
Baytown, L.P.'s continued interim access to cash collateral until
June 30, 2013.

A stipulation with CW Capital Asset Management LLC provides that
all funds collected by the Debtor will immediately be deposited
and held in a debtor-in-possession account until disbursed under
the terms of the order.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender replacement
liens in all tangible and intangible real and personal property
acquired, and a superpriority administrative expense claim status.

A June 26 hearing at 3 p.m. has been set.

CW Capital serves as special servicer for U.S. Bank N.A., as
trustee for the registered holders of ML-CFC Commercial Mortgage
Trust 2006-2, Commercial Mortgage Pass-Through Certificates,
Series 2006-2.  The Trust is represented by:

          Frederick W. H. Carter, Esq.
          VENABLE LLP
          750 East Pratt Street, Suite 900
          Baltimore, MD 21202
          Tel: 410-244-7400
          Fax: 410-244-7742

               - and -

          Karl D. Burrer, Esq.
          Arsalan Muhammad, Esq.
          HAYNES AND BOONE LLP
          Houston, TX 77010
          Tel: 713-547-2000
          Fax: 713-547-2600
          E-mail: karl.burrer@haynesboone.com
                  arsalan.muhammad@haynesboone.com

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

In a separate document, the Court will convene a hearing on July
24 at 3 p.m., to set the disclosure statement filing.

                   About Wentwood Baytown, L.P.

Wentwood Baytown, L.P., filed a Chapter 11 petition in Houston,
Texas (Bankr. S.D. Tex. Case No. 13-32151) on April 9.  The
petition was signed by Gary M. Gray as president of general
partner.  The Debtor estimated assets and debts of at least $10
million.  Judge Letitia Z. Paul presides over the case.  The
Debtor is represented by Matthew Hoffman, Esq., at Law Offices of
Matthew Hoffman, P.C.

The Debtor, which also uses the names Marina Club Apartments,
Briarwood Apartments, and The Dickinson Arms, owns properties in
Bayton and Dickinson, Texas.  The Debtor disclosed $14,599,753 in
assets and $14,813,172 in liabilities as of the Chapter 11 filing.

Judy A. Robbins, U.S. Trustee for Region 7, has notified the
Bankruptcy Court that she was unable to obtain a sufficient number
of eligible creditors interested in serving on the official
committee of unsecured creditors and has therefore been unable to
appoint a proper committee in the case.


WENTWOOD BAYTOWN: Matthew Hoffman Approved as Bankruptcy Counsel
----------------------------------------------------------------
The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Wentwood Baytown, L.P. to employ the
Law Offices of Matthew Hoffman as bankruptcy counsel.

Wentwood Baytown, L.P., filed a Chapter 11 petition in Houston,
Texas (Bankr. S.D. Tex. Case No. 13-32151) on April 9.  The
petition was signed by Gary M. Gray as president of general
partner.  Judge Letitia Z. Paul presides over the case.  The
Debtor is represented by Matthew Hoffman, Esq., at Law Offices of
Matthew Hoffman, P.C.

The Debtor, which also uses the names Marina Club Apartments,
Briarwood Apartments, and The Dickinson Arms, owns properties in
Bayton and Dickinson, Texas.  The Debtor disclosed $14,599,753 in
assets and $14,813,172 in liabilities as of the Chapter 11 filing.

Judy A. Robbins, U.S. Trustee for Region 7, has notified the
Bankruptcy Court that she was unable to obtain a sufficient number
of eligible creditors interested in serving on the official
committee of unsecured creditors and has therefore been unable to
appoint a proper committee in the case.


WORLDWIDE EDUCATION: Chapter 15 Case Summary
--------------------------------------------
Chapter 15 Petitioner: Kevin Wessell

Chapter 15 Debtor: Worldwide Education Services, Inc.
                     aka IncWay Corporation
                         Companies Incorporated
                   c/o Patton, Moreno & Asvat (BVI) Limited
                   Capitol Chambers
                   P.O. Box 3174
                   Road Town, Tortola
                   British Virgin Islands

Chapter 15 Case No.: 13-25233

Chapter 15 Petition Date: June 10, 2013

Court: U.S. Bankruptcy Court
       Central District of California

Debtor?s Counsel: Scott H. Yun, Esq.
                  STUTMAN, TREISTER & GLATT PROFESSIONAL
                  CORPORATION
                  1901 Avenue of the Stars, 12th Floor
                  Los Angeles, CA 90067
                  Tel: (310) 228-5600

Estimated Assets: $0 to $50,000

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

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


YANKEE CANDLE: Moody's Rates Proposed $450MM Senior Notes 'Caa1'
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to The Yankee
Candle Company, Inc.'s proposed $450 million senior unsecured
notes due 2018.

Proceeds from the notes along with Yankee Candle's proposed $950
million secured term loan due 2020 rated B1 will be used to
refinance all of the company's existing debt ($842 million), repay
a $315 million payment-In-kind note at YCC Holdings, LLC., and pay
a $187 million dividend to Madison Dearborn Partners, LLC. Madison
Dearborn owns YCC which in turn owns Yankee Candle.

The Caa1 rating on Yankee Candle's proposed senior unsecured notes
considers its pro forma junior position to the company's $175
million asset-based loan revolver (not-rated) and proposed $950
million secured term loan.

New rating assigned:

Yankee Candle $450 million senior unsecured notes due 2018 at Caa1
(LGD 5, 87%)

Ratings affirmed:

YCC Corporate Family Rating at B2

YCC Probability of Default Rating at B2-PD

Yankee Candle $950 million senior secured term loan due 2020 at B1
(LGD 3, 39%)

Ratings affirmed and to be withdrawn upon transaction completion:

YCC $315 million senior unsecured notes due 2016 at Caa1 (LGD 6,
90%)

Yankee Candle $654 million senior secured term loan due 2019 at B1
(LGD 3, 35%)

Yankee Candle $188 million subordinated notes due 2017 at B3 (LGD
5, 75%).

Once the proposed refinancing is complete, YCC's B2 Corporate
Family Rating, B2-PD Probability of Default Rating and SGL-3
Speculative Grade Liquidity rating will be transferred to Yankee
Candle as there will no longer be any rated debt at YCC.

Ratings Rationale:

YCC's B2 Corporate Family Rating considers the company's high pro
forma debt/EBITDA, at about 7 times, historically aggressive
financial policy in terms of cash dividends, limited overall scale
in terms of revenues, and narrow product focus. The rating is
supported by YCC's high operating margins which compare favorably
to best-in-class consumer product companies, and demonstrated
resilience during weak economic conditions.

The stable rating outlook reflects Moody's expectation that YCC
will be able to maintain revenue and operating margin stability
and reduce leverage. Ratings could be lowered if it appears that
the company will not be able to reduce debt/EBITDA towards 6.5
times by December 31, 2013 and/or liquidity deteriorates for any
reason. A higher rating would require evidence that the company
can achieve and sustain debt/EBITDA below 5.5 times and
EBITA/interest above 1.75 times.

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

YCC Holdings LLC is headquartered in South Deerfield,
Massachusetts. Operating through its indirect operating
subsidiary, The Yankee Candle Company, Inc., YCC designs,
manufactures, and distributes premium scented candles in the U.S.
Revenues for the twelve months ended March 30, 2013 was $852
million. The company is owned by affiliates of Madison Dearborn
Partners, LLC ("MDP") and members of management.


* Royal Bank of Canada Sued by Rakuten Bank Over CDOs
-----------------------------------------------------
Sophia Pearson & Chris Dolmetsch, writing for Bloomberg News,
reported that Royal Bank of Canada, the country's largest lender,
and several units were sued by Rakuten Bank Ltd. over claims it
marketed and sold unsuitable securities backed by deteriorating
mortgage loans that wiped out a $10 million investment.

According to the report, RBC induced Rakuten to invest 1 billion
Japanese yen ($10.3 million) in a tranche of notes in a
collateralized debt obligation called Logan CDO III Ltd. in June
2007. The notes ultimately became worthless when Rakuten sold them
in December 2008 "for a nominal sum equivalent to approximately
one cent," according to a summons filed yesterday in state court
in Manhattan. The lawsuit, which accuses RBC of fraudulent
misrepresentation, is seeking to recover the U.S. dollar
equivalent of the investment plus interest.

"RBC engaged in wrongful and unjust acts, including without
limitation fraudulent misrepresentations and omissions of material
facts relating to Logan III and its collateral," lawyers for
Rakuten said in the filing, the report cited. "But for this and
other misrepresentations and nondisclosures by RBC, plaintiff
would never have invested in the notes."

Logan III consisted of a diversified portfolio of CDOs and
residential mortgage-backed securities, according to the filing,
the report said. Pools of home loans securitized into bonds were a
central part of the housing bubble that helped send the U.S. into
the biggest recession since the 1930s. The housing market
collapsed, and the crisis swept up lenders and investment banks as
the market for the securities evaporated.

The case is Rakuten Bank Ltd. v. Royal Bank of Canada
(RY),652057/2013, New York state Supreme Court, New York County
(Manhattan).


* Moody's Outlook on Public Power Utilities Remains Stable
----------------------------------------------------------
The outlook on the US public power utilities continues to be
stable as public utility boards generally remain supportive of
raising rates or cutting costs as necessary to maintain current
financial performance, says Moody's Investors Service in a new
report.

"The unregulated cost recovery process will remain intact over the
next 12 to 18 months, which should allow for supportive and timely
rate-setting and stable financial metrics," says Dan Aschenbach,
the Moody's Senior Vice President who wrote "US Public Power
Electric Utilities: Limited Threats From Local Governance
Underscore Credit Stability."

Moody's expects the multi-year improvement in the financial
metrics of the public electric utilities to continue after their
notable decline in 2009, with low fuel and energy prices
contributing to their stable performance.

Some of the smaller and medium-sized utilities will see some
strain in their financial measures, however, as they phase in the
fixed costs of new power projects that are coming on line.

Moody's says despite fiscal pressures on some local governments
the public power electric utility business model remains unchanged
and these fiscal pressures should not affect most utilities.

"We see no legislative or regulatory change to how public power
utilities operate," says Aschenbach. "There has only been some
limited privatization proposals and increased intervention unique
to several utilities."

Federal environmental regulations are the chief source of possible
negative pressure, says Moody's.

Other potential risks include threats to power source diversity as
more capacity adjusts to natural gas and the challenges that
renewable energy sources generally present, says Moody's.

"Most regions in the US do not have the transmission grid
resiliency nor operating procedures in place to mitigate the
issues of intermittent generation when wind or solar generation
becomes a larger portion of a region's power mix," says
Aschenbach.


* Moody's Notes Weakening Covenants for Low-Rated Bonds in May
--------------------------------------------------------------
Moody's North American High-Yield Covenant Quality Index remained
near its record low in May, the rating agency says in a new
report, "Bond Covenant Quality Remains Weak in May." Although the
three-month rolling average ticked up slightly last month, to 3.90
from 3.94 in April, it has declined in seven of the 10 months
since peaking at 3.41 last July. Moody's measures covenant quality
on a five-point scale, with 1.0 denoting the strongest investor
protections and 5.0, the weakest.

"Both the three-month rolling average and single-month scores
improved slightly last month, but May was still the fifth-worth
month in terms of covenant quality of the past year," says Moody's
Head of Covenant Research, Alexander Dill. "Two contrary forces
were at play in May. Though the percentage of Ba rated bonds,
which generally have worse quality, fell to 21% from a record high
of 41% in April, the covenant quality of bonds rated lower
materially worsened."

Bonds further down the rating scale usually have stronger covenant
packages because investors expect weaker credits to provide more
protection. Bonds rated Caa/Ca and single B at issuance had the
same average 3.92 score in May compared with 3.69 for Caa rated
bonds and 3.66 for single B bonds, respectively, in April, while
Ba rated bonds boosted the overall covenant quality average,
scoring 4.27 in May compared with 4.48 in April.

Neither the slight improvement in covenant quality nor the
preponderance of low-rated bonds with weaker covenant quality
narrowed the average spread to benchmark in May. "Spreads remain
stable," Dill says, "even while investors assume more risk to own
higher-yielding instruments."

Among bonds offering the strongest investor protections in May
were those from Magnetation LLC, which scored 2.07 and Ahern
Rentals Inc., which scored 2.09. Bonds from CommScope Holding
Company Inc., at 4.79; US Airways Group, Inc., 4.74; and United
Continental Holdings Inc., 4.73, offered the weakest protections
among bonds with full high-yield packages.

High-yield lite issuance was relatively low last month, helping
prop up the overall covenant quality score. High-yield lite bonds
accounted for 20.5% of issuance in May, compared with 22.2% in
April and came from several sectors, including paper, packaging
and forest products; healthcare; wholesale power; and retail and
business products.


* Large Bankrupt Companies' Fulcrum Securities Fall in Price
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that in four of the largest bankruptcies in the U.S., the
so-called fulcrum securities fell in price a third or more in
recent weeks.  Do the declines mean the market is shying away from
investments in bankruptcies, or do the circumstances of each
company explain the drops?

Analysts blame falling prices on the conditions of the businesses
themselves.

The report notes that the stock of AMR Corp., the parent of
American Airlines Inc., afforded the largest potential profits for
those smart enough to analyze the debt structure accurately and
realize the parent holding company was solvent even though the
airline subsidiary might be insolvent.  As a result, stock that
could have been purchased for 40 cents in October rose to a high
of $6.85 on May 16.  Since then, AMR stock declined 33.5 percent,
closing June 12 at $4.62 in over-the-counter trading.

The report relates that the largest fall in the shortest time was
unsecured bonds of MF Global Holdings Ltd., the bankrupt parent of
a liquidating broker.  Since the Chapter 11 filing in October
2011, the $325 million in 6.25 percent senior unsecured notes due
2016 reached a peak of 78.25 cents on the dollar on Feb. 20,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The same bonds could
have been purchased June 12 for 47.125 cents, representing a 40
percent pullback.  Since June 5, the bonds are down 27.5 percent.

The report says that the bloom is off the rose on the $400 million
in Eastman Kodak Co. 7 percent convertible notes due in 2017.  In
the last trade before Kodak filed a proposed reorganization plan,
the bonds went for 12.853 cents on the dollar on April 24.  They
more than doubled in price, rising to 26.125 by May 15, declining
since then to trade mostly in the neighborhood of 16 to 17 cents
in the last week.

The report shares that at Patriot Coal Corp., the debt is down in
price even though the company won a lawsuit victory over the
United Mine Workers union.  Since bankruptcy in July, the $200
million in 3.25 percent senior convertible notes due 2013 traded
as high as 16 cents on the dollar on Sept. 26.  On June 11, the
bonds went for 11.75 cents, representing a 26.5 percent loss for
anyone who bought at the top.  David Tawil, co-founder of Maglan
Capital LP, said that profit taking could explain at least some of
the declines.  "The smartest guys want to be the first to take
profits off the table," he said in an interview.  David Tawil
doesn't have investments in any of the four companies.

Patriot Coal is "just a bad situation," according to Amer Tiwana,
a managing director with CRT Capital Group LLC in Stamford,
Connecticut.  In an interview, he said the case is "contentious"
with "no clear path to emergence in sight."  Mr. Tawil explained
the decline in AMR stock by saying those who bought the equity
after bankruptcy "didn't have a strong conviction on a long-term
basis."  For Kodak, there is a "fear factor that something bad
will happen with a new plan," Mr. Tiwana said.  As an analyst,
Kodak and Patriot Coal are two of the bankrupt companies Mr.
Tiwana covers.

The report notes that it wouldn't be accurate to say that
investors are pulling back from investments in the debt of
bankrupt companies.  Lead acid battery maker Exide Technologies
filed for reorganization on June 10.  For the $674 million of
8.625 percent first-lien notes due 2018, the last trade before
bankruptcy was 56.033 cents.  Although the first trade after
bankruptcy was 49.938, the price quickly recovered, selling as
high as 59.062 on June 10.  The bonds were above 59 cents again
for part of the day June 12.

Fulcrum security is the name given to the debt or equity of a
bankrupt company that stands to gain by a successful outcome in
Chapter 11 reorganization.  A fulcrum security thus won't be debt
to be paid in full, nor will it be debt or stock destined to be
rendered worthless.

The AMR case is In re AMR Corp., 11-bk-15463, U.S. Bankruptcy
Court, Southern District of New York (Manhattan).  The MF Global
holding company's Chapter 11 case is In re MF Global Holdings
Ltd., 11-bk-15059, U.S. Bankruptcy Court, Southern District of New
York (Manhattan).  The Kodak case is In re Eastman Kodak Co., 12-
bk-10202, U.S. Bankruptcy Court, Southern District of New York
(Manhattan).  The Patriot case is In re Patriot Coal Corp., 12-bk-
51502, U.S. Bankruptcy Court, Eastern District of Missouri (St.
Louis).  The Exide case is In re Exide Technologies, 13-bk-11482,
U.S. Bankruptcy Court, District of Delaware (Wilmington).

                    About American Airlines

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

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

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

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

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

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

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

                        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.

                      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.

                       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.


* U.S. Foreclosure Activity Increases 2% in May, RealtyTrac Says
----------------------------------------------------------------
RealtyTrac(R), an online marketplace for real estate data, on June
13 released its U.S. Foreclosure Market Report(TM) for
May 2013, which shows foreclosure filings -- default notices,
scheduled auctions and bank repossessions -- were reported on
148,054 U.S. properties in May, an increase of 2 percent from the
75-month low in April but still down 28 percent from May 2012.
The report also shows one in every 885 U.S. housing units with a
foreclosure filing during the month.

High-level findings from the report:

        --  The monthly increase in overall foreclosure activity
was caused largely by an 11 percent month-over-month increase in
bank repossessions (REOs), although REO activity was still down 29
percent from a year ago.

        --  REO activity increased from the previous month in 33
states -- including North Carolina (up 60 percent), Oregon (up 57
percent), Wisconsin (up 44 percent), Illinois (up 44 percent),
Colorado (up 23 percent), and Michigan (up 19 percent). REO
activity increased 9 percent from the previous month in non-
judicial states and was up 13 percent from the previous month in
judicial states.

        --  Among the five lenders involved in last year's
national mortgage settlement, all but one (Citi) posted monthly
increases in REO activity, indicating that temporary stoppages of
foreclosure sales announced during the month by some of the
lenders involved in the settlement had little lasting impact on
the number of completed foreclosures for the month.

        --  U.S. foreclosure starts increased 4 percent from the
previous month but were still down 33 percent from a year ago.
Foreclosure starts increased from the previous month in 26 states
and were up from a year ago in 14 states, including Maryland (up
229 percent), Connecticut (up 122 percent), Hawaii (up 108
percent), Arkansas (up 84 percent), New Jersey (up 82 percent),
Nevada (up 81 percent), Washington (up 53 percent), Pennsylvania
(up 26 percent) and New York (up 13 percent).

        --  The foreclosure problem continued to shift away from
non-judicial states and toward judicial states. Judicial states
accounted for five of the top six foreclosure rates nationwide:
Florida, Ohio, Maryland, South Carolina and Illinois. At No. 2,
Nevada's foreclosure rate was the highest ranked among non-
judicial states.

        --  Among the nation's 20 largest metros, those with the
biggest increases in median home prices tended to be in states
where a non-judicial foreclosure process has allowed foreclosures
to be absorbed by the  market more quickly.  Seven of the 10
metros with the biggest jumps in median home prices from a year
ago were in non-judicial states, while all five metros with flat
or declining median prices were in states with a judicial
foreclosure process.

"Foreclosure activity continued to bounce back in some markets
where it may have appeared the foreclosure problem had been
knocked out by an aggressive combination of foreclosure prevention
efforts over the past two years," said Daren Blomquist, vice
president at RealtyTrac.  "Places like Nevada, where foreclosure
starts increased to a 20-month high, and Maryland, where overall
foreclosure activity increased to a 33-month high.  Still, the
emerging housing recovery has strengthened most local markets
enough to quickly shake off a few more blows from these nagging
foreclosures."

Local broker quotes from the RealtyTrac Network

        --  "While foreclosure activity is less than one-third the
level it was at the height of the foreclosure crisis in Reno, the
20-month high in foreclosure starts in May could provide some
limited relief to the shortage of inventory as those foreclosure
starts translate into short sales, sales at the public foreclosure
auction or possibly bank-owned sales over the next year," said
Craig King, COO at Chase International brokerage, which covers the
Reno and Lake Tahoe markets.  "Given the shortage of inventory and
rising home prices, banks have little motivation to hold back on
any foreclosures, so homeowners who have not been making payments
for several months or even years without a foreclosure notice
should expect to see that notice coming and would be well-advised
to list their home as a short sale if they have no other
alternative to avoid foreclosure."

        --  "Southern California is seeing the lowest levels of
distress since 2005," said Rich Cosner, CEO of Prudential
California Realty, covering Orange, Riverside and San Bernardino
counties.  "Given that 2005 was one of the best real estate
markets in history, what we may be seeing is that the foreclosure
levels and NOD levels are bottoming out at their historical lows.
Those few foreclosures selling at the courthouse steps are being
bought at almost market-level prices and are being paid for in
cash by investors."

Florida, Nevada, Ohio post top state foreclosure rates A 20
percent monthly increase in foreclosure activity pushed Florida's
foreclosure rate to highest among the states in May, up from the
No. 2 ranking in April.  One in every 302 Florida housing units
had a foreclosure filing during the month, nearly three times the
national average.  Florida foreclosure starts jumped 39 percent
from a two-year low in April, but were still down 17 percent from
a year ago.  Scheduled foreclosure auctions in Florida increased 6
percent from the previous month and were up 79 percent from a year
ago, while Florida bank repossessions increased 14 percent from
the previous month and were up 20 percent from a year ago.

Nevada foreclosure activity increased annually in May after 27
consecutive months of annual decreases, but the state's
foreclosure rate still slipped to second highest among the states
after ranking No. 1 in April.  One in every 305 Nevada housing
units had a foreclosure filing during the month.  The increase in
overall foreclosure activity in Nevada was driven primarily by an
81 percent year-over-year increase in foreclosure starts, which
reached a 20-month high in May.  Meanwhile scheduled foreclosure
auctions in Nevada increased 21 percent from the previous month
but were still down 14 percent from a year ago, and bank
repossessions increased 4 percent from the previous month but were
still down 64 percent from a year ago.

Ohio posted the nation's third highest state foreclosure rate for
the second month in a row in May, with one in every 584 housing
units with a foreclosure filing during the month.  A total of
8,770 Ohio properties had a foreclosure filing during the month,
down 27 percent from a 31-month high in April and down 15 percent
from May 2012.  Ohio foreclosure starts and scheduled foreclosure
auctions both decreased in May, but bank repossessions were still
up 7 percent from a year ago -- the ninth consecutive month with
an annual increase in bank repossessions.

Maryland foreclosure activity increased 11 percent from the
previous month and was up 134 percent from a year ago, and the
state posted the nation's fourth highest foreclosure rate in May:
one in every 587 housing units with a foreclosure filing.

South Carolina foreclosure activity decreased 2 percent from the
previous month and was down 11 percent from a year ago, but the
state still posted the nation's fifth highest state foreclosure
rate in May: one in every 600 housing units with a foreclosure
filing.

Other states with foreclosure rates ranking among the 10 highest
nationwide were Illinois (one in every 606 housing units with a
foreclosure filing), Georgia (one in 693 housing units),
Washington (one in 736 housing units), Arizona (one in 742 housing
units), and Wisconsin (one in 774 housing units).

Top metro foreclosure rates in Florida, Nevada, Pennsylvania and
Illinois cities With one in every 209 housing units with a
foreclosure filing, Miami posted the nation's highest foreclosure
rate in May among metropolitan statistical areas with a population
of 200,000 or more.  Foreclosure activity in the Miami metro area
increased 29 percent from the previous month and was up 59 percent
from a year ago.

Five other Florida metro areas posted foreclosure rates that
ranked among the top 10 in May: Jacksonville at No. 2 (one in
every 225 housing units with a foreclosure filing); Tampa at No. 3
(one in every 290 housing units); Orlando at No. 7 (one in every
336 housing units); Ocala at No. 9 (one in every 352 housing
units); and Sarasota at No. 10 (one in every 360 housing units).

Other metro areas with foreclosure rates ranking in the top 10
were Las Vegas at No. 4 (one in every 296 housing units); Reno,
Nev., at No. 5 (one in every 301 housing units); Reading, Pa., at
No. 6 (one in every 306 housing units); and Rockford, Ill., at No.
8 (one in every 347 housing units).

20 major metro foreclosure and home price trends Among 20 of the
nation's largest metros, those with the biggest increases in
median home prices tended to be in states where a non-judicial
foreclosure process has allowed foreclosures to be absorbed by the
market more quickly.  Seven of the 10 metros with the biggest
jumps in median home prices from a year ago were in non-judicial
states, and foreclosure activity in all seven of these metros was
down by 25 percent (Denver) to 64 percent (Phoenix) from a year
ago.

Meanwhile all five metros with flat or declining median prices
were in states with a judicial foreclosure process, and in all but
one of these metros (Boston) foreclosure activity increased in May
from a year ago.


* Oklahoma Foreclosure Auctions Drop 47% in May, RealtyTrac Says
----------------------------------------------------------------
RealtyTrac(R), an online marketplace for comprehensive housing and
real estate data, on June 13 released its Oklahoma Foreclosure
Market Report(TM) for May 2013, which shows foreclosure filings --
default notices, scheduled auctions and bank repossessions -- were
reported on 1,123 Oklahoma properties in May, a decrease of 11
percent from the previous month and down 13 percent from May 2012.
One in every 1,475 Oklahoma housing units had a foreclosure filing
in May, below the national average of one in 885 housing units and
ranked No. 28 highest among all states.

The decrease in overall Oklahoma foreclosure activity was driven
by a sharp drop in scheduled foreclosure auctions, down 47 percent
from the previous month and down 26 percent from a year ago in
May, following three straight months of annual increases.
Foreclosure starts in Oklahoma were down 30 percent year-over-year
in May, but bank repossessions (REO) were up 52 percent, the third
straight month with an annual increase in REOs.

"The sharp drop in scheduled foreclosure auctions in May is likely
the result of a foreclosure moratoria imposed after the
devastating tornadoes tore across the region during the month,"
said Daren Blomquist, vice president of RealtyTrac.  "This comes
on the heels of an upward trend that resulted in an 18-month high
in scheduled foreclosure auctions statewide in April."

The tornadoes are also having a much bigger impact on the area's
overall real estate market, according to Sheldon Detrick, CEO of
Prudential Detrick/Alliance Realty in Oklahoma City and Tulsa.

"We have 4,000 homes totally destroyed, and another 10,000 homes
damaged -- a large part of which are uninhabitable," said Mr.
Detrick.  "We lived -- in May 1999 -- through the previous tornado
that struck the area.  We know what that was like.  And that of
course was followed by a construction boom.  We had construction
crews in here building as fast as they could and we anticipate
that trend this time."

"But right now, people can't find a place to live.  You can't find
a place to rent.  Churches are taking in people.  People are
taking in people.  Adversity brings us together, and this is a
king-sized adversity.  And we are united.  We are rebuilding and
coming back."

Mr. Detrick said the decrease in May foreclosure activity was
largely due to the tornado's after affects, which is creating an
inventory imbalance that's being exasperated by the destruction of
over 14,000 homes.  That inventory imbalance, combined with rising
costs on building supplies, will likely lead to an unprecedented
period of home price appreciation in the Oklahoma City market over
the next five years.

"I see probably the most prosperous time and the greatest
appreciation in real estate may be on record over the next 18
months," Mr. Detrick added, noting he's been involved in the real
estate industry for 53 years.  "We have pent-up buyer demand.  Our
listings are down 22 percent from a year ago.  We have a
significant imbalance of buyers in versus moving out, and that
again affects the inventory."

Oklahoma City foreclosure auctions down 45 percent from previous
month In Oklahoma City, scheduled foreclosure auctions dropped 45
percent month-over-month and were down 13 percent from a year ago.
Foreclosure starts decreased 40 percent from a year ago, while
bank repossessions jumped 150 percent annually -- corresponding to
a recent increase in scheduled foreclosure auctions in the metro
area.  One in every 1,360 Oklahoma City housing units had a
foreclosure filing in May, well below the national average and
ranked 128th nationwide out of the 209 metro areas nationwide that
RealtyTrac ranks each month.

Tulsa foreclosure auctions down 52 percent from previous month In
Tulsa, scheduled foreclosure auctions dropped 52 percent from the
previous month and were down 42 percent annually. Foreclosure
starts decreased 34 percent annually while REOs increased 16
percent during the same time period -- corresponding to a recent
jump in scheduled foreclosure auctions.  One in every 743 Tulsa
housing units had a foreclosure filing in May -- above the
national average and ranked 68th out of metros nationwide.

High-level national findings from the report:

        --  Foreclosure filings were reported on 148,054 U.S.
properties in May, an increase of 2 percent from the 74-month low
in April but still down 28 percent from May 2012. One in every 885
U.S. housing units had a foreclosure filing during the month.

        --  The monthly increase in overall foreclosure activity
was caused largely by an 11 percent month-over-month increase in
bank repossessions (REOs), although REO activity was still down 29
percent from a year ago.

        --  U.S. foreclosure starts increased 4 percent from the
previous month but were still down 33 percent from a year ago.
Foreclosure starts increased from the previous month in 25 states
and were up from a year ago in 14 states.

        --  The foreclosure problem continues to shift away from
non-judicial states and toward judicial states. Five of the top
six state foreclosure rates in May were in judicial states.

        --  Among the nation's 20 largest metros, those with the
biggest increases in median home prices tended to be in states
where a non-judicial foreclosure process has allowed foreclosures
to be absorbed by the market more quickly.  Seven of the 10 metros
with the biggest jumps in median home prices from a year ago were
in non-judicial states, while all five metros with flat or
declining median prices were in states with a judicial foreclosure
process.


* RealtyTrac Says May N.Y. Scheduled Foreclosure Auctions Up 95%
----------------------------------------------------------------
RealtyTrac(R), an online marketplace for real estate data, on
June 13 released its New York Foreclosure Market Report(TM) for
May 2013, which shows foreclosure filings -- default notices,
scheduled auctions and bank repossessions -- were reported on
4,027 New York state properties in May, up 2 percent from the
previous month and up 14 percent from a year ago.

The report also shows one in every 2,007 New York housing units
with a foreclosure filing during the month, less than half the
national average and ranked No. 36, highest among the states.

The monthly increase in overall foreclosure activity was caused
primarily by a 95 percent spike in scheduled foreclosure auctions.
A total of 508 properties statewide were scheduled for foreclosure
auction during the month, up 21 percent from a year ago and the
highest numbers since October 2010 -- a 31-month high.

"The pig is starting to move through the python in terms of
rebounding foreclosure activity in New York," said Daren
Blomquist, vice president at RealtyTrac.  "After 14 straight
months of annual increases in foreclosure starts statewide, May
provided early evidence that these foreclosure starts are now
moving through the process and being scheduled for a public
foreclosure auction. The 21 percent annual increase in scheduled
foreclosure auctions statewide was the first annual increase in
scheduled foreclosure auctions in eight months."

Foreclosure rates statewide remain relatively low despite the
recent increases in activity, but the additional foreclosure
inventory could help satiate strong demand in Long Island and New
York City, according to Emmett Laffey, CEO of Laffey Fine Homes,
which covers those markets.

"We are experiencing a lack of inventory which is being met with
strong demand, particularly from the investor market.  Investor
interest in real estate has never been hotter," Mr. Laffey said.
"Secondly, consumer confidence is playing a major factor.  With
Wall Street up, unemployment down, and interest rates remaining
near all-time lows, buyers are hoping to jump into the real estate
game as quickly as possible."

Although still at a relatively low level compared to foreclosure
starts, scheduled foreclosure auctions jumped from the previous
month and a year ago in the Long Island counties of Suffolk and
Nassau.  A total of 116 Suffolk County properties were scheduled
for foreclosure auction in May, up 137 percent from the previous
month and up 132 percent from a year ago, and a total of 45 Nassau
County properties were scheduled for foreclosure auction during
the month, up 165 percent from the previous month and up 36
percent from a year ago.

Scheduled foreclosure auctions also spiked 53 percent in Kings
County (Brooklyn) from the previous month in May, and were up 174
percent from a year ago.  Richmond County (Staten Island) reported
a significant increase in scheduled foreclosure auctions on both a
monthly and annual basis, spiking 50 percent from the previous
month and a year ago.

Meanwhile scheduled foreclosure auctions were still down from a
year ago in Bronx County (down 7 percent), Manhattan (down 67
percent), and Queens (down 17 percent).

High-level national findings from the report:

        --  Foreclosure filings were reported on 148,054 U.S.
properties in May, an increase of 2 percent from the 74-month low
in April but still down 28 percent from May 2012. One in every 885
U.S. housing units had a foreclosure filing during the month.

        --  The monthly increase in overall foreclosure activity
was caused largely by an 11 percent month-over-month increase in
bank repossessions (REOs), although REO activity was still down 29
percent from a year ago.

        --  U.S. foreclosure starts increased 4 percent from the
previous month but were still down 33 percent from a year ago.
Foreclosure starts increased from the previous month in 25 states
and were up from a year ago in 14 states.

        --  The foreclosure problem continues to shift away from
non-judicial states and toward judicial states. Judicial states
accounted for five of the top six state foreclosure rates in May.

        --  Among the nation's 20 largest metros, those with the
biggest increases in median home prices tended to be in states
where a non-judicial foreclosure process has allowed foreclosures
to be absorbed by the market more quickly.  Seven of the 10 metros
with the biggest jumps in median home prices from a year ago were
in non-judicial states, while all five metros with flat or
declining median prices were in states with a judicial foreclosure
process.


* U.S. Says States, Banks Aren't Harmed By Dodd-Frank
-----------------------------------------------------
Erica Teichert of BankruptcyLaw360 reported that the U.S.
government urged a Washington federal judge to nix 11 states' and
a bank's attempts to knock down several Dodd-Frank Act mortgage
and bank liquidation provisions on constitutional grounds,
maintaining they couldn't show they have been injured by the
financial reforms.

According to the report, the plaintiffs -- which include 11
states, one community bank and two advocacy groups -- claim the
Dodd-Frank provisions at issue have given the federal government
inappropriate power to deem large banks too big to fail and have
driven community banks out.

The case is STATE NATIONAL BANK OF BIG SPRING et al v. GEITHNER et
al, Case No. 1:12-cv-01032 (D.D.C.).


* Banks Get Reprieve on New Swaps Rule
--------------------------------------
Michael R. Crittenden, writing for The Wall Street Journal,
reported that some of biggest banks on Wall Street will get an
additional two years to comply with a post-financial crisis rule
requiring they move risky swap activities into separate
affiliates.

According to the report, the Office of the Comptroller of the
Currency said it granted extensions to seven banks, giving them
until July 2015 to comply with so-called "swaps push-out" rules
required by the 2010 Dodd-Frank law.

While the move was largely expected, the OCC's action could
further inflame criticism that much of Dodd-Frank remains undone
nearly three years after its passage, the WSJ report said. As of
June 3, just 38% of rules required by Dodd-Frank had been
finalized, while 63% of rule-writing deadlines have been missed,
according to law firm Davis Polk.

The OCC notified Bank of America Corp., J.P. Morgan Chase & Co.,
Citigroup Inc., Wells Fargo & Co., HSBC Holdings PLC, Morgan
Stanley and U.S. Bancorp that they were granted a 24-month
extension in response to their requests for a longer transition
period.

The banks declined to comment, the report said.

The move comes less than a week after the Federal Reserve said
foreign banks also will be eligible for the two-year delay in
complying with the rule, which is slated to take effect July 16,
the WSJ noted.


* Regulators Turn Up Heat Over Bank Fees
----------------------------------------
Shayndi Raice and Alan Zibel, writing for The Wall Street Journal,
reported that U.S. regulators are stepping up scrutiny of
overdraft fees charged by banks, a big revenue stream that is
helping the industry lessen the hit caused by low interest rates
and the sluggish economy.

According to the report, the Consumer Financial Protection Bureau,
in a report set for release Tuesday, plans to criticize the U.S.
banking industry for practices that it says range from confusing
rules on overdraft fees to increasing the likelihood of multiple
fees being charged to the same customer.

The agency, created by the Dodd-Frank financial-overhaul law in
2010 to be a powerful voice for consumers, said it has no
immediate plans to issue or recommend new overdraft-fee rules, the
report said. But the report is the strongest signal yet that the
CFPB is burrowing into the controversial fees, which generated
about $32 billion in revenue in the U.S. last year, according to
research firm Moebs Services Inc.

Since its creation, the CFPB has examined areas from mortgages to
student loans to credit reports, the report said. The agency's
efforts come as banks and other financial institutions are
struggling to regain profit momentum five years after the
financial crisis erupted.

Fees are a huge revenue source for banks but have exposed them to
ire from regulators and consumers.


* Bill to Limit CFTC Cross-Border Authority Faces U.S. House Vote
-----------------------------------------------------------------
Dave Michaels, writing for Bloomberg News, reported that House
lawmakers vote on June 12 on legislation that would curb the U.S.
Commodity Futures Trading Commission's authority to oversee the
$633 trillion global swaps market.

According to the report, the vote takes place as a majority of
CFTC commissioners have signaled they want to delay final action
on how new derivatives rules apply to foreign banks and the
overseas affiliates of U.S. banks and hedge funds. Chairman Gary
Gensler insists the agency should take its final vote on the
guidance by July 12, when the current deadline expires.

The CFTC will decide how to press forward after the Securities and
Exchange Commission last month outlined a different approach to
regulating swaps that it oversees, which hews closer to industry
viewpoints, the report said. The House bill would exempt foreign
banks from CFTC rules if their home countries have broadly similar
regulations and would force the CFTC and SEC to reconcile their
approaches.

The House bill isn't expected to be considered by the Senate,
Representative Jim Himes, a Connecticut Democrat on the House
Financial Services Committee, said April 25, the report related.
He voted for the bill when it was approved by the committee last
month.

The legislation "is intended to send a message that Congress would
like them to delay in order to achieve greater harmonization in
the approach to cross-border regulation with the SEC," said
Annette L. Nazareth, a former SEC commissioner and Washington-
based partner at Davis Polk & Wardwell, the report cited.


* SEC Fines Options Exchange for Lax Oversight
----------------------------------------------
The New York Times' DealBook reported that the Securities and
Exchange Commission fined the Chicago Board Options Exchange and
an affiliate $6 million for what it called breakdowns in
regulatory oversight, including a failure to enforce rules to
prevent abusive short-selling.

According to the report, the agency said the financial penalty
against the exchange and its affiliate, C2 Options Exchange, was
the first action related to an exchange's responsibility to self-
police its market.

The case stemmed in part from oversight of OptionsXpress, a firm
now owned by Charles Schwab, which was accused by the S.E.C. of
engaging in an abusive naked short-selling scheme, or selling
shares before borrowing them first, the report said. An S.E.C.
judge on June 7 ordered OptionsXpress, its former chief financial
officer and a customer to pay $4.8 million in fines and to return
$4.2 million.

In a statement, the S.E.C. said: "Self-regulatory organizations
must enforce the federal securities laws as well as their own
rules to regulate trading on their exchanges by their member
firms, the report quoted. In doing so, they must sufficiently
manage an inherent conflict that exists between self-regulatory
obligations and the business interests of an S.R.O. and its
members. An S.E.C. investigation found that C.B.O.E. failed to
adequately police and control this conflict for a member firm that
later became the subject of an S.E.C. enforcement action. C.B.O.E.
put the interests of the firm ahead of its regulatory obligations
by failing to properly investigate the firm's compliance" with the
regulation against abusive short-selling and then interfered with
the S.E.C. investigation into the firm.

The S.E.C. added that the exchange had an ineffective surveillance
program that failed to detect wrongdoing despite numerous red
flags that its members were engaged in abusive short-selling and
also did not live up to its regulatory and compliance
responsibilities in several other areas over four years, the
report said.


* Insurers Inflating Books, New York Regulator Says
---------------------------------------------------
Mary Williams Walsh, writing for The New York Times' DealBook,
reported that New York State regulators are calling for a
nationwide moratorium on transactions that life insurers are using
to alter their books by billions of dollars, saying that the deals
put policyholders at risk and could lead to another taxpayer
bailout.

According to the report, insurers' use of the secretive
transactions has become widespread, nearly doubling over the last
five years. The deals now affect life insurance policies worth
trillions of dollars, according to an analysis done for The New
York Times by SNL Financial, a research and data firm.

These complex private deals allow the companies to describe
themselves as richer and stronger than they otherwise could in
their communications with regulators, stockholders, the ratings
agencies and customers, who often rely on ratings to buy
insurance, the report said.

Benjamin M. Lawsky, New York's superintendent of financial
services, said that life insurers based in New York had alone
burnished their books by $48 billion, using what he called "shadow
insurance," according to an investigation conducted by his
department, the report related.  He issued a report about the
investigation late Tuesday.

The transactions are so opaque that Mr. Lawsky said it took his
team of investigators nearly a year to follow the paper trail,
even though they had the power to subpoena documents, the report
noted.


* Obama Picks Furman to Head Economic Council
---------------------------------------------
Aamer Madhani, writing for USA Today, reported that President
Obama tapped longtime economic adviser Jason Furman on Monday to
be the next chairman of the White House Council of Economic
Advisers, calling him "one of the most brilliant economic minds of
his generation."

According to the report, during a White House ceremony, Obama said
Furman -- who had previously been identified as the leading
candidate for the job -- has dedicated his public service career
to helping people climb the economic ladder.

"Jason never forgets who it is that we're fighting for," Obama
said, the report cited. "Middle class families, folks who are
working hard to climb their way into the middle class, the next
generation."

If confirmed by the Senate, Furman would succeed Alan Krueger, who
announced his plans last month to return to his position at
Princeton University in the fall, the report related.

Furman is currently the principal deputy on the National Economic
Council, which coordinates economic advice for the president, the
report added. The Council of Economic Advisers makes
recommendations to the president on economic matters and briefs
him on data.


* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
                Augsburg, 1459-1525
--------------------------------------------------------------
Author:  Jacob Streider
Publisher:  Beard Books
Hardcover:  227 pages
List Price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://is.gd/UAP0Zb

Quick, can you work out how much $75 million in sixteenth
century dollars would be worth today?  Well, move over Croesus,
Gates, Rockefeller, and Getty, because that's what Jacob Fugger
was worth.

Jacob Fugger was the chief embodiment of early German
capitalistic enterprise and rose to a great position of power in
European economic life. Jacob Fugger the Rich is more than just
a fascinating biography of a powerful and successful
businessman, however. It is an economic history of a golden age
in German commercial history that began in the fifteenth
century. When the book was first published, in 1931, The Boston
Transcript said that the author "has not tried to make an
exhaustive biography of his subject but rather has aimed to let
the story of Jacob Fugger the Rich illustrate the early
sixteenth century development of economic history in which he
was a leader."

Jacob Fugger's family was one of the foremost family in Augsburg
when he was born in 1459. They got their start by importing raw
cotton, by mule, from Mediterranean ports. They later moved into
silk and herbs and, for a long while, controlled much of
Europe's pepper market.

Jacob Fugger diversified into copper mining in Hungary and
transported the product to English Channel and North Sea ports
in his own ships. A stroke of luck led to increased mining
opportunities. Fugger lent money to the Holy Roman Emperor
Maximilian I to help fund a war with France and Italy. Mining
concessions were put up as collateral. The war dragged on, the
Emperor defaulted, and Fugger found himself with a European
monopoly on copper.

Fugger used his extensive business network in service of the
Pope. His branches all over Europe collected payments due the
Vatican and issued letters of credit that were taken to Rome by
papal agents. Fugger is credited with creating the first
business newsletter. He collected news of evolving business
climate as well as current events from his agents all across
Europe and distributed them to all his branches.

Fugger's endeavors wee not universally applauded. The sin of
usury was still hotly debated, and Fugger committed it
wholesale. He was sued over his monopoly on copper.  He was
involved in some messy bribes in bringing Charles V to the
throne. And, his lucrative role as banker in the sale of
indulgences, those chits that absolve the buyer of sin, raised
the ire of Martin Luther himself. Luther referred to Fugger
specifically in his Open Letter to the Christian Nobility of the
German nation Concerning the Reform of the Christian Estate just
before being excommunicated in 1521. Fugger went on, however, to
fund Charles V's war on Protestanism and became even richer.

Fugger built many churches and buildings in Augsburg. He was
generous to the poor and designed the world's first housing
project. These buildings and lovely gardens, called the
Fuggerei, are still in use today.

A New York Times reviewer said that Jacob Fugger the Rich, a
book "concerned with the most famous, most capable, and most
interesting of all [the members of the Fugger family] will be as
interesting for the general reader as for the special student of
business history." This observation is just as true today as in
1931, when first made.

Jacob Streider was a professor of economic history at the
University of Munich.



                            *********

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
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The TCR subscription rate is $975 for 6 months delivered via
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