TCR_Public/130615.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Saturday, June 15, 2013, Vol. 17, No. 164

                            Headlines

710 LONG RIDGE: Posts $110,559 Net Profit for April
AMERICAN AIRLINES: Has $105-Mil. Net Loss in April
B456 SYSTEMS: Incurs $5.2 Million Net Loss in April
BLOCKBUSTER INC: Cash Balance Remained at $1.10MM at March 31
BLOCKBUSTER INC: Spent $9,328 in Cash Disbursements in April

BLOCKBUSTER INC: Cash Balance Down to $934,008 at May 30
LODGENET INTERACTIVE: Ends March With $89.99-Mil. Cash
LODGENET INTERACTIVE: Cash Balance Dips to $62.23MM in April
NAMCO LLC: Posts $2.17MM Net Loss in April
PENSON WORLDWIDE: Lists $173,405 Net Loss in April

RESIDENTIAL CAPITAL: Has $41-Mil. Operating Loss in April


                            *********

710 LONG RIDGE: Posts $110,559 Net Profit for April
---------------------------------------------------
710 Long Ridge Road Operating Co. II LLC, on May 31, 2013, filed
an amended monthly operating report for the month of April 2013.

The Debtor posted net profit of $110,559 on net revenue of
$1.07 million for the end of April.

For April, the Debtor had total assets of $3.37 million, total
liabilities of $19.44 million and total stockholders' deficit of
$16.06 million.

At the beginning of April, 710 Long Ridge had $885,413 in cash.
The Debtor had total cash receipts of $2.16 million and total cash
disbursements of $1.67 million.  As a result, at the end of April,
the Debtor had total cash of $1.39 million.

A full-text copy of the monthly operating report is available at:

         http://bankrupt.com/misc/710_LONG_aprilmori.pdf

The four affiliates of 710 Long Ridge also filed amended monthly
operating reports for the month of April 2013.  Copies of the
amended MORs are available at:

   * 107 Osborne St. Operating Company LLC
     http://bankrupt.com/misc/710_LONG_aprilmor.pdf

   * 245 Orange Avenue Operating Co. II LLC
     http://bankrupt.com/misc/710_LONG_aprilmord.pdf

   * 240 Church Street Operating Company II LLC
     http://bankrupt.com/misc/710_LONG_aprilmorh.pdf

   * 1 Burr Road Operating Company II
     http://bankrupt.com/misc/710_LONG_aprilmorg.pdf

                       About 710 Long Ridge

710 Long Ridge Road Operating Company II, LLC and four affiliates
own sub-acute and long-term nursing care facilities for the
elderly in Connecticut.  The facilities, which are managed by
HealthBridge Management LLC, are Long Ridge of Stamford, Newington
Health Care Center, Westport Health Care Center, West River Health
Care Center, and Danbury Health Care Center.

710 Long Ridge and its affiliates sought Chapter 11 protection
(Bankr. D.N.J. Case Nos. 13-13653 to 13-13657) on Feb. 24, 2013 to
modify their collective bargaining agreements with the New England
Health Care Employees Union, District 1199, SEIU.

The Debtors owe $18.9 million to M&T Bank and $7.99 million on
loans from the U.S. Department of Housing and Urban Development
Federal Housing Administration.

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, serve as counsel to the Debtors.  Logan & Company, Inc.
is the claims and notice agent.  Alvarez & Marsal Healthcare
Industry Group, LLC, is the financial advisor.

Porzio, Bromberg & Newman, P.C., represents the Official Committee
of Unsecured Creditors.  The Committee tapped to retain
EisnerAmper LLP as accountant.


AMERICAN AIRLINES: Has $105-Mil. Net Loss in April
--------------------------------------------------

                      AMR Corporation, et al.
                Condensed Consolidated Balance Sheet
                       As of April 30, 2013

ASSETS
Current Assets
  Cash                                              $657,000,000
  Short-term investments                           3,764,000,000
  Restricted cash and short-term investments         852,000,000
  Receivables, net                                 1,238,000,000
  Inventories, net                                   600,000,000
  Fuel derivative contracts                           20,000,000
  Other current assets                               551,000,000
                                              ------------------
                                                   7,682,000,000
Equipment and property
  Flight equipment, net                           10,274,000,000
  Other equipment and property, net                2,099,000,000
  Purchase deposits for flight equipment             714,000,000
                                              ------------------
                                                  13,087,000,000

Equipment and property under capital leases
  Flight equipment, net                              208,000,000
  Other equipment and property, net                   56,000,000
                                              ------------------
                                                     264,000,000

International slots and route authorities           710,000,000
Domestic slots and airport operating and gate
  lease rights, less accumulated amortization,
  net                                                153,000,000
Other assets                                      2,171,000,000
                                              ------------------
TOTAL ASSETS                                    $24,067,000,000
                                              ==================

Liabilities and stockholders' equity (deficit)
Current liabilities
  Accounts payable                                $1,440,000,000
  Accrued liabilities                              2,117,000,000
  Air traffic liability                            5,418,000,000
  Current maturities of long-term debt             1,255,000,000
  Current obligations under capital leases            29,000,000
                                              ------------------
  Total current liabilities                       10,259,000,000

  Long-term debt, less current maturities          6,715,000,000
  Obligations under capital leases, less
   current obligations                               374,000,000
  Pension and postretirement benefits              6,714,000,000
  Other liabilities, deferred gains and
   deferred credits                                1,691,000,000

Liabilities subject to compromise                 6,861,000,000

Stockholders' Equity (deficit)
  Preferred stock                                              -
  Common stock                                       341,000,000
  Additional paid-in capital                       4,483,000,000
  Treasury stock                                    (367,000,000)
  Accumulated other comprehensive income (loss)   (3,096,000,000)
  Accumulated deficit                             (9,908,000,000)
                                              ------------------
                                                  (8,547,000,000)
                                              ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $24,067,000,000
                                              ==================


                      AMR Corporation, et al.
                Consolidated Statement of Operations
                   Month Ended April 30, 2013

Revenues
  Passenger -- American Airlines                  $1,498,000,000
            -- Regional Affiliates                   233,000,000
  Cargo                                               55,000,000
  Other revenues                                     207,000,000
                                              ------------------
   Total operating revenues                        1,993,000,000

Expenses
  Aircraft fuel                                      722,000,000
  Wages, salaries and benefits                       478,000,000
  Other rentals and landing fees                     117,000,000
  Maintenance, materials and repairs                 128,000,000
  Depreciation and amortization                       82,000,000
  Commissions, booking fees and credit card expense   80,000,000
  Aircraft rentals                                    60,000,000
  Food service                                        48,000,000
  Special charges and merger related                   3,000,000
  Other operating expenses                           261,000,000
                                              ------------------
  Total operating expenses                         1,979,000,000
                                              ------------------
Operating income (loss)                              14,000,000

Other income (expense)
  Interest income                                      2,000,000
  Interest expense                                   (56,000,000)
  Interest capitalized                                 4,000,000
  Miscellaneous -- net                                (3,000,000)
                                              ------------------
                                                     (53,000,000)
                                              ------------------
Income (loss) before reorganization items           (39,000,000)

Reorganization items, net                           (66,000,000)
                                              ------------------
Income (loss) before income taxes                  (105,000,000)
Income tax (benefit)                                          -
                                              ------------------
Net income (loss)                                 ($105,000,000)
                                              ==================

                       AMR Corporation, et al.
           Condensed Consolidated Statement of Cash Flows
                    Month Ended April 30, 2013

Net cash provided by (used for) operating
  activities                                        $249,000,000

Cash flow from investing activities:
  Capital expenditures, including aircraft
   lease deposits                                   (261,000,000)
  Disposal of equipment and property                           -
  Net (increase) decrease in short-term investments (125,000,000)
                                              ------------------
  Net cash used for investing activities            (386,000,000)

Cash flow from financing activities:
  Payments on long-term debt and capital
   lease obligations                                 (72,000,000)
  Proceeds from:
  Issuance of debt                                   137,000,000
  Sale leaseback transactions                        123,000,000
                                             ------------------
Net cash provided by financing activities         188,000,000
                                             ------------------
Net increase (decrease) in cash                      51,000,000
Cash at beginning of period                         606,000,000
                                              ------------------
Cash at end of period                              $657,000,000
                                              ==================

Disbursements to Chapter 11 professionals during the operating
period totaled $20.785 million, which included $17.135 million
paid to professionals employed by the Debtors and $3.65 million
paid to professionals retained by the Official Committee of
Unsecured Creditors.

A full-text copy of the April 2013 monthly operating report is
available at http://bankrupt.com/misc/AMR_April2013MOR.pdf


B456 SYSTEMS: Incurs $5.2 Million Net Loss in April
---------------------------------------------------
B456 Systems Inc. filed with the U.S. Securities and Exchange
Commission its monthly operating report for the month ended
April 30, 2013.

The Company incurred a net loss of $5.19 million on $0 revenue for
the month of April.  As of April 30, 2013, the Company had $213.36
million in total assets, $6.63 million in total liabilities,
$206.58 million in total liabilities subject to compromise, and
$138,000 shareholders' equity.

At the beginning of the month, the Company had $186.96 million in
cash.  The Company had $551,000 in total receipts and $838,000 in
total disbursements excluding professional fees.  The Company paid
$5.85 million in professional fees.  The Company's ending cash
balance as of April 30, 2013, was $180.58 million.

A copy of the monthly operating report is available for free at:

                         http://is.gd/dZRtke

                          About B456 Systems

B456 Systems, Inc., formerly A123 Systems, Inc., designs,
develops, manufactures and sells rechargeable lithium-ion and
energy storage systems.  In the transportation industry market,
the Company works with global automotive manufacturers and tier 1
suppliers to develop batteries and battery systems for hybrid
electric vehicles (HEVs), plug-in hybrid electric vehicles (PHEVs)
and electric vehicles, (EVs).  The Company's transportation
business is divided into two categories: heavy-duty and passenger.
As of Dec. 31, 2011, the Company's product offerings included
batteries in various sizes and forms, as well as packaged modules
and fully-tested battery systems.  The platform for battery and
battery system development is its Nanophosphate material.  In
January 2013, A123 Systems LLC acquired the non-government
business assets of the Company.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012.
A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Lawyers at Richards, Layton & Finger, P.A., and
Latham & Watkins LLP serve as the Debtors' counsel.  Lazard Freres
& Co. LLC acts as the Debtors' financial advisors, while Alvarez &
Marsal serves as restructuring advisors.  Logan & Company Inc.
serves as the Debtors' claims and noticing agent.  Brown Rudnick
LLP and Saul Ewing LLP serve as counsel to the Official Committee
of Unsecured Creditors.

As reported by Reuters on May 21, 2013, the Company won court
approval for its bankruptcy plan.  Under the approved Plan,
unsecured creditors of the Company are expected to recover about
65 cents for each dollar.


BLOCKBUSTER INC: Cash Balance Remained at $1.10MM at March 31
-------------------------------------------------------------
BB Liquidating, Inc., formerly known as Blockbuster Inc., on May
30, 2013, filed its monthly operating report for the month
ended March 31, 2013.

As of Feb. 28, 2013, the Company had a cash balance of
$1,109,127.  For March, it disbursed $154 in payments for
miscellaneous general and administrative expenses, leaving a cash
balance of $1,108,974 at March 31, 2013.

                      About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 12 U.S. affiliates,
initiated Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.
10-14997) on Sept. 23, 2010.  It disclosed assets of $1 billion
and debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.  The Debtor changed its name
from Blockbuster Inc. to BB Liquidating Inc. after Dish purchased
all assets, including the trade name.


BLOCKBUSTER INC: Spent $9,328 in Cash Disbursements in April
------------------------------------------------------------
BB Liquidating, Inc., formerly known as Blockbuster Inc., on
June 6, 2013, filed its monthly operating report for the month
ended April 30, 2013.

As of March 29, 2013, the Company had a cash balance of
$1,108,974.  Its cash disbursments for April total $9,328, mainly
for tax payments and miscellaneous general and administrative
expenses, leaving a cash balance of $1,099,646 at the end of
April.

                      About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 12 U.S. affiliates,
initiated Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.
10-14997) on Sept. 23, 2010.  It disclosed assets of $1 billion
and debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.  The Debtor changed its name
from Blockbuster Inc. to BB Liquidating Inc. after Dish purchased
all assets, including the trade name.


BLOCKBUSTER INC: Cash Balance Down to $934,008 at May 30
--------------------------------------------------------
BB Liquidating, Inc., formerly known as Blockbuster Inc., on
June 11, 2013, filed its monthly operating report for the month
ended May 30, 2013.

As of April 30, 2013, the Company had a cash balance of
$1,099,646.  Its cash disbursments for April total $196,013,
leaving a cash balance of $934,008 at the end of May.  The
disbursments include $189,941 in professional fees and about
$6,000 for tax payments and G&A expenses.

                      About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 12 U.S. affiliates,
initiated Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.
10-14997) on Sept. 23, 2010.  It disclosed assets of $1 billion
and debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.  The Debtor changed its name
from Blockbuster Inc. to BB Liquidating Inc. after Dish purchased
all assets, including the trade name.


LODGENET INTERACTIVE: Ends March With $89.99-Mil. Cash
------------------------------------------------------
LodgeNet Interactive Corporation, et al., on April 16, 2013, filed
its monthly operating report for the month ended March 31, 2013.

The Debtors obtained confirmation of their Chapter 11 Plan on
March 7, 2013.

At the beginning of the period, LodgeNet Interactive had
$30.52 million in cash.  The Debtors had post-confirmation total
cash receipts of $92.52 million and total cash disbursements of
$32.49 million.  At the end of the period, before DIP financing
costs, LodgeNet Interactive had total cash of $90.55 million.
Ending cash balance after DIP financing and expenses was $89.88
million.

A full-text copy of the monthly operating report is available at:

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

                           About LodgeNet

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive
media and connectivity services to hospitality and healthcare
businesses and the consumers they serve.  Recently named by
Advertising Age as one of the Leading 100 US Media Companies,
LodgeNet Interactive serves roughly 1.5 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.

As of Sept. 30, 2012, LodgeNet, on a consolidated basis, reported
$292 million in assets and $449 million in liabilities.

LodgeNet Interactive and its affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 13-10238) on Jan. 27,
2013, with a prepackaged Chapter 11 plan of reorganization.

The plan extends the maturity date and modifies a $332.6 million
term loan and $21.5 million revolver.  Colony Capital, LLC, is
acquiring 100% of the new shares of the reorganized company for
$60 million.

Weil, Gotshal & Manges LLP serves as counsel to the Debtors;
Leonard Street and Deinard is the co-counsel; Miller Buckfire &
Co., LLC and Moorgate Bankers are the investment banker; FTI
Consulting, Inc. is the financial advisor; and Kurtzman Carson
Consultants is the claims and notice agent.

The Bankruptcy Court approved the prepackaged Chapter 11 plan for
LodgeNet Interactive Corp.


LODGENET INTERACTIVE: Cash Balance Dips to $62.23MM in April
------------------------------------------------------------
LodgeNet Interactive Corporation, et al., on May 15, 2013, filed
its monthly operating report for the period from April 1 through
April 30, 2013.

At the beginning of the period, LodgeNet Interactive had
$89.88 million in cash.  The Debtor had total cash receipts of
$32.37 million and total cash disbursements of $53.03 million.  As
a result, at the end of the period, LodgeNet Interactive had total
cash of $69.23 million.

The beginning cash balance includes %68.14 million of new
investment as contemplated under the Debtors' Plan of
Reorganization.

Total cash disbursements include $23.58 million disbursed in April
for payment of prepetition cures and claims.

A full-text copy of the monthly operating report is available at:

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

                           About LodgeNet

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive
media and connectivity services to hospitality and healthcare
businesses and the consumers they serve.  Recently named by
Advertising Age as one of the Leading 100 US Media Companies,
LodgeNet Interactive serves roughly 1.5 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.

As of Sept. 30, 2012, LodgeNet, on a consolidated basis, reported
$292 million in assets and $449 million in liabilities.

LodgeNet Interactive and its affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 13-10238) on Jan. 27,
2013, with a prepackaged Chapter 11 plan of reorganization.

The plan extends the maturity date and modifies a $332.6 million
term loan and $21.5 million revolver.  Colony Capital, LLC, is
acquiring 100% of the new shares of the reorganized company for
$60 million.

Weil, Gotshal & Manges LLP serves as counsel to the Debtors;
Leonard Street and Deinard is the co-counsel; Miller Buckfire &
Co., LLC and Moorgate Bankers are the investment banker; FTI
Consulting, Inc. is the financial advisor; and Kurtzman Carson
Consultants is the claims and notice agent.

The Bankruptcy Court approved the prepackaged Chapter 11 plan for
LodgeNet Interactive Corp.


NAMCO LLC: Posts $2.17MM Net Loss in April
------------------------------------------
Namco LLC, on May 21, 2013, filed its monthly operating report for
the period from March 25 through April 28, 2013.

The Company posted net loss of $2.17 million on net revenue of
$6.54 million for the month ended April 28, 2013.

As of April 28, 2013, the Company had total assets of
$47.50 million, total liabilities of $57.74 million, and total
stockholders' deficit of $10.24 million.

At the beginning of the month, the Company had -($6,941) in cash.
Namco had total cash receipts of $13.17 million and total cash
disbursements of $12.79 million.  As a result, at the end of
April, the Company had total cash of $375,590.

A full-text copy of the monthly operating report is available at:

     http://bankrupt.com/misc/NAMCO_LLC_march-april_mor.pdf

                           About Namco

Manchester, Connecticut-based Namco, LLC, is a 37-store retailer
of swimming pools and accessories owned 50-50 by Garmark Partners
II LLC and J.H. Whitney & Co.  It filed a petition for Chapter 11
protection (Bankr. D. Del. Case No. 13-10610) on March 24, 2013,
in Wilmington.  Judge Peter J. Walsh presides over the case.

Anthony M. Saccullo, Esq., at A.M. Saccullo Legal, LLC, and Thomas
H. Kovach, Esq., at Thorp Reed & Armstrong, LLP, serve as the
Debtor's counsel.  Olshan Frome & Wolosky, LLP, is the Debtor'
general bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, is
the Debtor's claims and noticing agent.  Clear Thinking Group,
LLC, serves as the Debtor's restructuring agent.

The Debtor disclosed $32,372,123 in assets and $53,908,778 in
liabilities as of the Chapter 11 filing.  The Petition was signed
by Lee Diercks, chief restructuring officer.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the Official Committee of Unsecured Creditors.

The reorganization of the Debtor is being financed with a
$16 million loan provided by Salus Capital Partners LLC, owed
$9.3 million on a prepetition revolving credit.


PENSON WORLDWIDE: Lists $173,405 Net Loss in April
--------------------------------------------------
Penson Worldwide Inc. and its debtor-affiliates on May 31, 2013,
filed separate monthly operating reports for the month ended
April 30, 2013.

Penson Worldwide Inc. posted a net loss of $173,405 on total
revenues of $0 for the month ended April 30, 2013, while
Penson Financial Services Inc. posted a net loss of $804,201 on
total revenues of $310,265.

As of April 30, 2013, Penson Worldwide Inc. had total assets of
$(33,342,181), total liabilities of $71,235,372 and total
shareholders' deficit of $104,577,553.  Penson Financial Services
Inc., on the other hand, had total assets of $258,413,121, total
liabilities of $120,876,475 and total shareholders' equity of
$137,536,646.

For the month of April, Penson Worldwide Inc. had total cash
receipts of $0, total disbursements of $0, and $0 cash at the end
of the month.  Meanwhile, Penson Financial Services Inc. had total
cash receipts of $13,394,299, total disbursements of $(4,138,730),
and $11,179,766 in cash at the end of the month.

A full-text copy of the monthly operating report is available at:

                     http://is.gd/r1qjwc

                    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.


RESIDENTIAL CAPITAL: Has $41-Mil. Operating Loss in April
---------------------------------------------------------
Residential Capital, LLC, and its debtor affiliates disclosed that
for the period from April 1 to 30, 2013, they incurred $41,089,677
in operating loss, compared to the $52,621,612 operating loss the
previous month.

Total net revenue for the period was $24,006,000, while
reorganization items totalled $34,566,000.

The Debtors said that, as of April 30, 2013, their consolidated
assets totaled $5,840,219,000, consolidated liabilities totalled
$6,272,906,000, and equity totaled $432,687,000.

Receipts for the month ended April 30, 2013, totaled $284,096,000,
while disbursements totaled $124,071,000.  Payments made to
insiders during the month totaled $35,312,427.  Payments made to
bankruptcy professionals during the month totaled $6,568,211,
while payments made to bankruptcy professionals since the Petition
Date totaled $155,863,971.

A full-text copy of the April 2013 Operating Report is available
for free at http://bankrupt.com/misc/RESCAPmorapril2013.pdf

                     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).

                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez,
Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl
Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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