TCR_Public/130617.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 17, 2013, Vol. 17, No. 166

                            Headlines

22ND CENTURY: Converts Preferreds to Common Shares
250 AZ: Has Access to Cash to Pay Porter Wright and Assume Lease
30DC INC: Woos Self Publishers to Apple Newsstand
ACCESS PHARMACEUTICALS: Inks US License Pact for MuGard
AFFYMAX INC: FMR Shares Down to 0.18% as of June 7

AGRIPARTNERS: July 17 Hearing to Confirm Reorganization Plan
ALFA PROPERTIES: Case Summary & 2 Unsecured Creditors
AMERICAN AIRLINES: Gets Green Light to Buy Back $1.2B Bonds
AMERICAN AIRLINES: Inks Second Amendment to Plan of Merger
AMERICAN AIRLINES: Proposes Nashville Airport Settlement

AMERICAN AIRLINES: Resolves Issues With City of San Francisco
AMERICAN AIRLINES: Has Sale-Leaseback Deal for 8 B737 Planes
AMERICAN AIRLINES: CEO Horton Expects Profitable Second Quarter
AMERICAN COMMERCE: Had $5,800 Net Loss in Fiscal 2013
AMERICAN REALTY: July 10 Hearing on Bank's Bid to Convert Case

AMERIGO ENERGY: Retains Monarch as Investor Relations Firm
AMES DEPARTMENT: HoldCo Files 3rd Amended Plan After Mediation
AMINCOR INC: Grants Common Stock Options to Executive Officers
ANTIOCH COMPANY: Committee Taps Crowe Horwath as Financial Advisor
ANTIOCH COMPANY: Taps GA Keen to Sell Yellow Springs Property

ARCAPITA BANK: Files Executed DIP Agreement with Goldman Sachs
ARTS DES PROVINCES: Time Limits Easily Waived on Lift-Stay Motion
ATARI INC: Wins Approval to Dump Assets Piece by Piece
ATP OIL: Abandons Gomez Oil Drilling Field
B & B HEATING: Case Summary & 6 Unsecured Creditors

BELO CORPORATION: Fitch Puts 'BB' IDR on Rating Watch Positive
BENADA ALUMINUM: Reorganization Plan Declared Effective
BIG SANDY: Moss Adams Approved to Respond to IRS' Inquiry
BIRDSALL SERVICES: Firm Cops to Pay-To-Play Scheme
BLUE COAT: Moody's Assigns Caa1 Rating to New $330MM Term Loan

BUILDERS GROUP: Case Summary & 20 Largest Unsecured Creditors
CANCANA RESOURCES: ASC Issues MCTO Order; Board Member Steps Down
CASH STORE: Faces Class Action Proceedings in Canada
CHRYSLER GROUP: Moody's Retains 'B1' CFR Following Re-Pricing
CIMASA PROPERTIES: Case Summary & 6 Unsecured Creditors

CIRCLE ENTERTAINMENT: Amends Agreement with Whittall Parties
CIRCUIT CITY: Settles LCD Price-Fixing Claims Against Sharp
COOPER BOOTH: June 21 Hearing Set Over Continued Access to Cash
CSD LLC: June 21 Hearing to Approve Plan Outline
CYCLONE POWER: Receives $226,000 Funding From Tonaquint

D&L ENERGY: Committee Taps BBP Partners as Financial Advisors
DAIS ANALYTIC: T. Tangredi Held 19% Equity Stake at May 30
DETROIT, MI: Emergency Manager Makes Presentation to Creditors
DETROIT, MI: Fitch Cuts COPs & ULTGO's Ratings to 'C'
DETROIT, MI: S&P Cuts City's Credit Rating

DOCTORS COMMUNITY: Fitch Lowers Rating on $82.67MM Bonds to 'BB+'
DUMA ENERGY: Prepares Aerial Gravity & Magnetics in Namibia
E-DEBIT GLOBAL: To Sell 90% Stake in E-Debit Int'l to Winsoft
EAGLE POINT: Bankruptcy Court Enters Final Decree Closing Case
EASTMAN KODAK: Sony, Nikon Skeptical of $650MM Spinoff Plans

EASTMAN KODAK: Several Parties Object to UK Pension Fund Deal
EASTMAN KODAK: Nokia Files Objection to Disclosure Statement
ECI OF WASHINGTON: Case Summary & 18 Largest Unsecured Creditors
ELBIT IMAGING: Objection Deadline to Shareholders' Meeting Ends
ELBIT IMAGING: Meeting Objection Deadline Moved to June 19

ELEPHANT TALK: Regains Compliance with NYSE MKT Listing Standards
ELEPHANT TALK: To Raise $12 Million From Direct Offering
EMPIRE RESORTS: Kien Huat Held 62.7% Equity Stake at June 11
EMPIRE RESORTS: Expects to Raise $11.4-Mil. From Rights Offering
ENERGY SERVICES: Forbearance with United Bank Expires June 15

ENTERPRISE CHARTER: Fitch Cuts Rating on $7.3MM Rev. Bonds to 'BB'
EPR PROPERTIES: Fitch Currently Rates $346.3MM Preferred Stock BB
EQUIHOME MORTGAGE: Says Reed Smith Neglected Fraud Suit Coverage
EXCEL MARITIME: Plan Voting Deadline on June 28
FEDERAL-MOGUL CORP: Icahn to Raise Funds to Keep Stake

FEDERAL-MOGUL CORP: S&P Assigns 'B' Rating to $1.75BB Sr. Loan
FIRST SECURITY: Board Elects Two Directors
FLC HOLDING: Case Summary & 6 Unsecured Creditors
FOOTHILL/EASTERN TRANSPORTATION: Fitch Rates 2013B Bonds at 'BB'
FOUR SEASONS: Moody's Rates Proposed $850MM Senior Debts 'B1'

FOUR SEASONS: S&P Assigns 'B+' CCR & Rates $850MM Facility 'BB-'
FREDERICK'S OF HOLLYWOOD: Had $643,000 Net Loss in April 27 Qtr.
FRENCH QUARTER: Case Summary & 10 Unsecured Creditors
GANNETT CO: Moody's Outlook Turns Negative After Belo Acquisition
GANNETT CO: S&P Revises Outlook to Positive & Affirms 'BB' CCR

GELT PROPERTIES: June 26 Hearing on Adequacy of Plan Outline
GROVES IN LINCOLN: Facility Sold to Benchmark Assisted Living
HERON LAKE: Incurs $920,500 Net Loss in Jan. 31 Quarter
HERINGER SALES: Case Summary & 3 Unsecured Creditors
J.C. PENNEY: Incurs $348 Million Net Loss in May 4 Quarter

LA JOLLA PHARMACEUTICALS: Stockholders Elect 2 Directors to Board
LDK SOLAR: Incurs $156 Million Net Loss in First Quarter
LIFEPOINT HOSPITALS: Fitch Affirms 'BB' Issuer Default Rating
INSIGNIA VESSEL: Moody's Affirms 'B3' CFR, Positive Outlook
MBIA INSURANCE: S&P Raises Rating on Revenue Bonds to 'B'

MEDIA GENERAL: Inks Employment Pact with Four Executive Officers
MF GLOBAL: Corzine Opposes JPMorgan Deal
MH EQUITY: Indiana-Based P/E Fund Files Bankruptcy
MILES ELECTRIC: Voluntary Chapter 11 Case Summary
MMRGLOBAL INC: Has Agreement to Dismiss Patent Suit vs. WebMD

MONARCH COMMUNITY: Offering Common Stock at $2 Apiece
MORALES FAMILY: Case Summary & 2 Unsecured Creditors
MS DEE INC: Case Summary & 20 Largest Unsecured Creditors
MUNDY RANCH: Balks at Robert Mundy's Motion to Appoint Trustee
NATURAL PORK: Amendment to Variant Capital Hiring Approved

NEW ENERGY: Gets Fourth Interim Approval to Access Cash Collateral
NEW ENERGY: Chrobot's Motion for Stay Relief Denied
NEW ENERGY: Court Approves Report on Asset Sale
NEW ENGLAND COMPOUNDING: Some Tort Suits Moved to Mass. Dist. Ct.
NEWTON'S CLEANING: Voluntary Chapter 11 Case Summary

NORTHCORE TECHNOLOGIES: Plans to Buy Bio-Diesel Assets From Cielo
OCEAN SPRAY: Moody's Lowers Preferred Stock Rating to 'Ba3'
OCEANIA CRUISES: S&P Assigns 'B' Rating to $375MM Facility
ONCURE HOLDINGS: Files for Chapter 11 with $125-Mil. Deal Near
ONCURE HOLDINGS: Case Summary & 30 Largest Unsecured Creditors

OP-TECH ENVIRONMENTAL: Incurs $54,000 Net Loss in First Quarter
ORAGENICS INC: Shareholders Elect Six Directors to Board
OZ GAS: Plan Outline Hearing Continued Sine Die
PACIFIC GOLD: CEO Held 53.9% Equity Stake at June 10
PACIFIC GOLD: Magna Group No Longer Holds Shares as of June 10

PATRIOT COAL: Denies Ending Talks; Union Threatens to Strike
PLYMOUTH EDUCATIONAL: S&P Lowers Rating on $12.7MM Bonds to 'BB-'
POLONES CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
POSEIDON CONCEPTS: Canadian Proceeding Recognized in U.S. Courts
POSEIDON CONCEPTS: Gets OK to Incur C$6MM Postpetition Financing

POSEIDON CONCEPTS: Monitor Has Okay to Sell Assets, Hire E&Y
QUICKSILVER RESOURCES: Moody's Cuts CFR to Caa1; Outlook Negative
PROGUARD ACQUISITION: Gets 3-Year Bid Award From Jackson Health
RADIENT PHARMACEUTICALS: Has 5-Year License Pact with AMDL
RESIDENTIAL CAPITAL: Urges 2nd Circuit to Block Feds' Suit

RESIDENTIAL CAPITAL: Has OK to Repay $1.93 Billion Before Plan
RESIDENTIAL CAPITAL: Appeals Court Reverses "Branham" Ruling
RESIDENTIAL CAPITAL: MED&G Appeals Denial of Late Claim
REVSTONE INDUSTRIES: US Trustee Says Co. Can't Keep Deal Secret
REVSTONE INDUSTRIES: Shiloh Offers $54MM for Subsidiary

ROCKWELL MEDICAL: Richmond Bros Owned 8% of Shares as of June 7
ROTECH HEALTHCARE: Sale As Creditors Vote On Chapter 11 Plan
ROTHSTEIN ROSENFELDT: Assets Not Subject to Forfeiture
ROTHSTEIN ROSENFELDT: Funds in Firm Acct Not Subject to Forfeiture
SAN BERNARDINO, CA: Winston Disqualified From Representing NPFGC

SAND TECHNOLOGY: Zalcberg Owned 10.2% Class A Shares at Jan. 1
SCHOOL SPECIALTY: Reorganization Plan Declared Effective
SEQUENOM INC: Amends 2012 Annual Report to Re-File Exhibit
SHAMROCK-HOSTMARK: July 10 Hearing on GECC Claim Valuation Bid
SIMON WORLDWIDE: Names Anthony Espiritu Chief Financial Officer

SOLYNDRA LLC: Trustee Says Lien Fight Should Stay In Delaware
SPENDSMART PAYMENTS: Offers to Amend and Exercise Warrants
SPRINT NEXTEL: Amends Merger Agreement with SoftBank
SPRINT NEXTEL: New Softbank Offer Small Effect on Moody's Rating
SPRINT NEXTEL: SoftBank Held 16.4% Series 1 Shares at June 10

STELLAR BIOTECHNOLOGIES: Presents at National Science Conference
STEREOTAXIS INC: Shareholders Elect Two Class III Directors
STOCKTON, CA: Bond Insurers Acted Like Freeloaders, Judge Says
STOCKTON, CA: To Pay $5.1-Mil. to Settle Health Claims
STORY BUILDING: Plan Confirmation Hearing Continued Until July 18

STRATUS MEDIA: Isaac Blech Held 67.1% Equity Stake at May 2
T3 MOTION: Issues 5.2 Million Common Shares
T3 MOTION: Alpha Capital Held 8.4% Equity Stake at June 10
THELEN LLP: NYC Bar Assoc. Files Opinion on Unfinished Business
UNI-PIXEL INC: FMR LLC No Longer a Shareholder as of June 7

UNI-PIXEL INC: Wellington Lowers Equity Stake to 3.8% as of May 31
UNIFIED 2020: June 26 Hearing to Approve Ungerman Hiring
UNITED AIRLINES: Can't Dodge DHL's Pricing Claims, 2nd Circ. Hears
UNITEK GLOBAL: Names Andrew Herning as Chief Financial Officer
UNS ENERGY: Moody's Lifts Senior Secured Debt Rating From 'Ba1'

VALENCE TECHNOLOGY: Wants to Extend KMPG, Roth Capital Employment
VELTI PLC: Incurs $157-Mil. Net Loss in First Quarter
VPR OPERATING: Committee Taps Brown McCarroll as Counsel
VPR OPERATING: Patton Boggs Approved as Bankruptcy Counsel
VPR OPERATING: U.S. Trustee Balks at Loan, Cash Collateral Access

VPR OPERATING: Wants to Hire Global Hunter as Financial Advisor
W.R. GRACE: FCR Seeks to Retain Phillips Goldman as Counsel
WIRECO WORLDGROUP: S&P Lowers CCR to 'B'; Outlook Stable
XVITA LLC: Utah Court Confirms Liquidation Plan

* Moody's Sees Steady Growth for Oil and Gas Exploration Sector
* Ch. 11 Fee Rules Still Vex Bankruptcy Attorneys
* U.S., Canada Reach Agreement on Winding Down Big Banks

* White & Case Releases New Report on Marine Industry

* BOND PRICING -- For Week From June 10 to 14, 2013

                            *********

22ND CENTURY: Converts Preferreds to Common Shares
--------------------------------------------------
22nd Century Group, Inc., said that on June 7th the Company's
Series A-1 Preferred Stock was converted to common stock.  Sabby
Healthcare Volatility Master Fund, Ltd., and Sabby Volatility
Warrant Master Fund Ltd. converted an aggregate of 1,940.92 shares
of Series A-1 Preferred Stock into an aggregate of 3,234,866
shares of 22nd Century Group, Inc.'s common stock at a conversion
price of $0.60 per share.  No shares of the Series A-1 Preferred
Stock remain outstanding.

              License to Manufacture Tobacco Products

22nd Century and a U.S. tobacco product manufacturer recently
entered into a non-binding letter of intent for potential
collaborative business ventures.  This manufacturer is a
participating member of the Tobacco Master Settlement Agreement,
commonly referred to as the "MSA," an agreement among 46 states
and the tobacco industry administered by the National Association
of Attorneys General (NAAG).

In January, Goodrich Tobacco Company, a 22nd Century subsidiary,
applied to the U.S. Alcohol and Tobacco Tax Trade Bureau (TTB) for
a federal permit to manufacture tobacco products.  Goodrich
Tobacco has recently learned from the TTB that the Company's
application is complete and in the final stages of approval.
Until now, Goodrich Tobacco has contracted with independent
licensed tobacco manufacturers to produce its proprietary
commercial products.

On Feb. 26, 2013, Goodrich Tobacco applied to NAAG to become a
participating manufacturer to the MSA.  One requirement of
becoming a participating member of the MSA is that the applicant
must be a federally licensed tobacco product manufacturer.

             Out-Licensing the Company's Technology

22nd Century has been in negotiations with multiple companies in
the tobacco and pharmaceutical industries for licensing its
technology and products.  The Company expects to finalize one or
more major licensing agreements in the third quarter of 2013.  Mr.
Pandolfino, 22nd Century's CEO explained, "In addition to a
virtually worldwide agreement that we are in the process of
concluding with one company, we are also evaluating licensing our
technology to an unrelated company for rights in the U.S."

                           FDA Meeting

The Center for Tobacco Products of the U.S. Food and Drug
Administration (FDA) requested to have a meeting with 22nd Century
to discuss the Company's proprietary products.  22nd Century
agreed to meet with the FDA on June 17, 2013.

                     Modified Risk Cigarettes

Goodrich Tobacco has developed two proprietary modified risk
cigarettes, referred to as BRAND A and BRAND B, which the company
believes are less harmful than conventional cigarettes.  The
Company is in the process of preparing two modified risk
applications to be filed with the FDA in accordance with FDA
guidelines to seek FDA authorization to market BRAND A and BRAND B
as modified risk cigarettes.  BRAND A is a very low nicotine (VLN)
cigarette containing approximately 95 percent less nicotine than
leading brands.  BRAND B is a low-tar cigarette with a relatively
high nicotine content.  The company expects to file one
application by the end of 2013 and another in 2014.

                   SPECTRUM Research Cigarettes

22nd Century expects to ship an additional 5,500,000 SPECTRUM(R)
cigarettes (275,000 packs) in the third quarter of 2013.  The
SPECTRUM product line consists of a series of cigarette styles
that have similar "tar" yield but varying nicotine yields over a
50-fold range - from very low to high - due to different levels of
nicotine in the tobacco.  Mr. Pandolfino explained, "No other
tobacco company anywhere in the world is capable of producing
cigarettes with such a wide range of nicotine content."  To date,
22nd Century has delivered approximately 12 million SPECTRUM
cigarettes which are used solely for research purposes and
distributed under the direction of the U.S. National Institutes of
Health.

                   Global Distribution of Brands

The Company will greatly expand the distribution of its highly
differentiated, super-premium cigarettes, RED SUN(R) and MAGIC(R)
brands in the second half of 2013.  As reported on April 16, 2013,
Goodrich Tobacco granted a Dutch company exclusive distribution
rights to its DUTCH MAGICTM brand in The Netherlands, Belgium and
Luxemburg, known as Benelux.  Henry Sicignano III, president of
Goodrich Tobacco, stated, "Our goal is to have similar
distribution agreements for our brands in at least 10 of the top
20 international tobacco markets by year end 2015."

Partial Results of Two Independent Smoking Cessation Clinical
Trials Presented at the 2013 Annual Meeting of the Society for
Research on Nicotine and Tobacco (SRNT)

The first study was conducted by Queen Mary University of London,
in collaboration with Pfizer Inc. (Clinical Trial Identifier
NCT01250301), and evaluated whether the use of 22nd Century's VLN
cigarette in combination with Chantix(R) (trademarked Champix(R)
outside the U.S.) or in combination with nicotine replacement
therapy (NRT) increases quitting rates over the use of Chantix or
the use of NRT.  The study included one hundred smokers who were
prescribed Chantix and one hundred smokers who were prescribed
NRT. Half the smokers of each of these groups were randomly
selected to also use our VLN cigarettes for the first 2 weeks of
treatment.

The group that used 22nd Century's VLN cigarettes had a 70 percent
quit rate one week after stopping VLN cigarette use compared to a
53 percent quit rate of the group not using VLN cigarettes after
week 1 (p=0.02).  The group that used 22nd Century's VLN
cigarettes had a 64 percent four-week continuous abstinence rate
during weeks 3 to 6 compared to a 50 percent four-week continuous
abstinence rate during weeks 1 to 4 (p=0.06).  Quit rates at 12
weeks, post treatment, were not reported in the presentation.

The second study was a Phase II trial conducted by the University
of Minnesota Masonic Cancer Center.  This study had a six-week
treatment period and evaluated quitting among three groups: (i)
exclusive use of 22nd Century's VLN cigarette; (ii) exclusive use
of a 21-mg nicotine patch; and (iii) concurrent use of VLN
cigarette and nicotine patch (Clinical Trial Identifier
NCT01050569).  Within the female population at the end of
treatment (week 12), the group assigned our VLN cigarette had the
highest continuous abstinence rate; the group assigned concurrent
use of our VLN cigarette with a 21mg nicotine patch had the next
highest continuous abstinence rate, followed by the group assigned
a 21mg nicotine patch. Within the male population, quitting rates
were highest with the exclusive use of the nicotine patch.

Dr. Michael Moynihan, 22nd Century's Vice President of Research
and Development explained, "There is now data from independent
third-party clinical trials demonstrating that 22nd Century's VLN
cigarettes (i) assist in quitting smoking when used by themselves;
(ii) increase quitting when used in conjunction with NRT (compared
to the exclusive use of NRT); and (iii) increase quitting when
used in conjunction with Chantix (compared to the exclusive use of
Chantix)."  The Company's subsidiary, Hercules Pharmaceuticals, is
evaluating joint venture partners to bring X-22, the company's
prescription smoking cessation aid in development, to market.

                        About 22nd Century

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.

22nd Century incurred a net loss of $6.73 million in 2012, as
compared with a net loss of $1.34 million in 2011.

Freed Maxick CPAs, P.C., in Buffalo, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that 22nd Century has suffered recurring losses from operations
and as of Dec. 31, 2012, has negative working capital of
$3.3 million and a shareholders' deficit of $6.1 million.
Additional capital will be required during 2013 in order to
satisfy existing current obligations and finance working capital
needs as well as additional losses from operations that are
expected in 2013.

The Company's balance sheet at March 31, 2013, showed
$2.97 million in total assets, $10.70 million in total
liabilities, and a $7.73 million total shareholders' deficit.


250 AZ: Has Access to Cash to Pay Porter Wright and Assume Lease
----------------------------------------------------------------
250 AZ LLC sought and obtained permission from the U.S. Bankruptcy
Court for the District of Arizona to:

     -- use of cash collateral to pay tenant improvement
        reimbursement to tenant Porter, Wright, Morris &
        Arthur, LLP, and

     -- assume the lease with Porter Wright as lessee.

The Porter Wright lease is a long term lease to occupy and rent
one full floor (19,000 sq. ft) of the commercial office property
located at 250 East Fifth Street, Suite 2200, Cincinnati, Ohio,
until Aug. 31, 2018, with an option to renew and extend the lease
through Aug. 31, 2023.  The Debtor is in default under the lease
terms in that the Debtor owes Porter Wright $379,700 that was due
Jan. 11, 2013.

Hearing on a motion by the Debtor for valuation of real property
located at 250 East Fifth Street, Cincinnati, Ohio, and for
further access to cash collateral has been continued to June 19.

                         About 250 AZ, LLC

250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona, on Jan. 22, 2013.  In its schedules,
the Debtor disclosed $25 million in assets and $70.8 million in
liabilities. 250 AZ owns an 84.70818% tenant in common interest in
a 29-story office building located at 250 East Fifth Street, in
Cincinnati, Ohio.

The Debtor is represented by:

          Dennis M. Breen, III, Esq.
          John E. Olson, Esq.
          BREEN OLSON & TRENTON, LLP,
          4720 N. Oracle Road, Suite 100
          Tucson, AZ 85705
          Tel: (520) 742-0808
          E-mail: Dennis@botlawfirm.com
                  John@botlawfirm.com

The U.S. Trustee advised the Court that an official committee of
unsecured creditors has not been appointed because an insufficient
number of persons holding unsecured claims against the company
have expressed interest in serving on a committee.


30DC INC: Woos Self Publishers to Apple Newsstand
-------------------------------------------------
30DC, Inc. management believes recently published data on market
growth and dynamics indicate a highly-favorable environment for
30DC's MagCast Publishing Platform and reflect the vast
opportunity for the Company's customers to grow their individual
digital media businesses.

Apple recently announced it just surpassed its 50 billionth App
download since the App Store opened in July of 2008, and that
Apple had paid out over nine billion dollars to iOS developers.
The App Store now has 850,000 apps, and there are 800 apps
downloaded per second.

In the fall of 2011, Apple decided to expand upon the iTunes/App
Store's firmly established "ecosystem" by launching Newsstand,
Apple's marketplace for digital media subscriptions.  30DC
management believes that Newsstand has the potential to do for
digital media what iTunes did for music.

30DC CEO Ed Dale commented, "MagCast enables Internet publishers
of user-generated content the opportunity to set up businesses on
Newsstand - equivalent to how Blogging took off in the late 1990s
after web publishing tools were first made widely available.
Since MagCast's launch in June 2012, almost 400 revenue-generating
publications have successfully entered into the Apple Newsstand
ecosystem.  More important, these publications are not digital
replicas of print editions, with almost all them being created
from scratch."

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

                         http://is.gd/AqxUOc

                           About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.

30DC, Inc., filed with the U.S. Securities and Exchange Commission
on June 3 its annual report for the fiscal year ended June 30,
2012.  The document shows net income of $32,207 on $2.91 million
of total revenue for fiscal 2012 as compared with a net loss of
$1.44 million on $1.89 million of total revenue the year before.

As of June 30, 2012, the Company had $2.83 million in total
assets, $3 million in total liabilities and a $165,270 total
stockholders' deficiency.

Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended June 30,
2012.  The independent auditors noted that the Company has a
working capital deficit and stockholders' deficiency as of
June 30, 2012.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


ACCESS PHARMACEUTICALS: Inks US License Pact for MuGard
-------------------------------------------------------
Access Pharmaceuticals, Inc., had entered into an exclusive
license agreement with AMAG Pharmaceuticals, Inc., related to the
commercialization of MuGardTM in the US and its territories.
Under the terms of the license agreement, Access will receive an
upfront licensing fee of $3.3 million and a tiered, double digit
royalty on net sales of MuGard in the licensed territories.  AMAG
will also purchase existing MuGard inventory from Access.  MuGard
is an oral mucoadhesive that is designed to manage oral mucositis
by forming a protective hydrogel coating over the oral mucosa to
shield the membranes of the mouth and tongue.  Oral mucositis is a
common side effect of cancer treatments, with approximately
400,000 patients developing the condition each year.

"I am pleased to announce this license agreement with AMAG
Pharmaceuticals, as we believe that expansion of reach is critical
to the commercial success of MuGard," said Jeffrey B. Davis,
President and CEO of Access Pharmaceuticals, Inc.  "AMAG's
domestic presence, resources, and strategic emphasis on expansion
of product offerings in complementary therapeutic areas, makes
them ideally suited to enhance MuGard commercialization MuGard
here in the US."

"Oral mucositis can be a frequent and problematic side effect of
both chemotherapy and radiation therapy for cancer patients," said
Greg Madison, chief commercial officer of AMAG.  "We believe that
MuGard could become a category leader in the hands of our skilled
sales force and that our experienced commercial team, our
relationships with hematology/oncology practices and our
partnerships with key group purchasing organizations can help
drive significant growth of this brand."

                   About Access Pharmaceuticals

Access Pharmaceuticals, Inc., develops pharmaceutical products
primarily based upon its nano-polymer chemistry technologies and
other drug delivery technologies.  The Company currently has one
approved product, one product candidate at Phase 3 of clinical
development, three product candidates in Phase 2 of clinical
development and other product candidates in pre-clinical
development.

Access Pharmaceuticals disclosed a net loss allocable to common
stockholders of $12.53 million on $4.40 million of total revenues
for the year ended Dec. 31, 2012, as compared with a net loss
allocable to common stockholders of $4.30 million on $1.84 million
of total revenues during the prior year.

Whitley Penn LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has had recurring losses from operations, negative
cash flows from operating activities and has an accumulated
deficit, which conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at March 31, 2013, showed $1.72
million in total assets, $15.32 million in total liabilities and a
$13.60 million total stockholders' deficit.


AFFYMAX INC: FMR Shares Down to 0.18% as of June 7
--------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on June 7, 2013, FMR LLC and Edward C. Johnson
3d disclosed that they beneficially owned 66,543 shares of common
stock of Affymax Inc. representing 0.177 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                        http://is.gd/Y4E2xJ

                           About Affymax

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

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


AGRIPARTNERS: July 17 Hearing to Confirm Reorganization Plan
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
rescheduled to July 17, 2013, at 10 a.m., the hearing to consider
confirmation of Agripartners Limited Partnership's Plan of
Reorganization.

As reported by the Troubled Company Reporter on April 18, 2013,
Judge Caryl E. Delano conditionally approved the disclosure
statement.  The Plan provides for the following treatment of
claims against the Debtor:

   * Class 1 -- Allowed Secured Real Property Tax Claims totaling
     $12,679, will be paid 100% of the Allowed Amount in equal
     monthly payments, with interest at the statutory rate, over a
     period not to exceed five years from the Petition Date.

   * Class 2 -- Allowed Secured Claim of Investors Warranty of
     America, Inc., as the holder and owner of a promissory note
     and first position mortgage on the Debtor's real property,
     with the claim totaling $79,530,168, will be paid through the
     following:

        (i) Edison Farms will convey the real property it owns
            that is adjacent to the Debtor's real property in Lee
            County, Florida, to IWA.  The value of the adjacent
            parcel with an 11% discounted rate is $38,121,356.

       (ii) The Debtor will seek Court approval to obtain DIP
            Financing up to $1.1 million from Sherwin Real Estate,
            an unrelated entity to the Debtor owned by Lawrence
            Starkman, to make 12 payments to IWA in the amount of
            $20,000, and to fund the costs associated in obtaining
            the required permit to establish the initial phase of
            the mitigation bank credits and sales of TBR credits
            on the Debtor's real property.

      (iii) Commencing after the completion of the Permitting
            Period, the Debtor's net cash flow will first be used
            to fund monthly principal and interest payments to IWA
            up to the amount of $15 million at a fixed rate of
            interest at 2 points above the prime rate as published
            in the Wall Street Journal.  After the sum of $15
            million has been paid to IWA through the Plan, the
            Debtor's net cash flow will first be used to fund the
            payments to Sherwin Real Estate and then to IWA.

   * Class 3 - Allowed Secured Claim of Edison Partners, LLC, will
     be subordinated to all Allowed Claims as set forth in Classes
     1, 2, 4, and 5.

   * Class 4 - Allowed Secured Claim of Ally Auto Finance will be
     paid the full amount of its Allowed Claim over a period of 12
     months with interest at a rate of 5.25% in full satisfaction,
     settlement and release of all Class 4 Claims.

   * Class 5 - Allowed General Unsecured Claims, totaling
     $1,273,796 as of the Petition Date, will be paid the full
     amount of their Allowed Claim in 36 equal monthly payments
     with an interest rate of 5.25% per annum.

   * Class 6 - Allowed Equity Securities will not be entitled to
     receive any distribution under the Plan.

A full-text copy of the Disclosure Statement dated March 15, 2013,
is available for free at:

       http://bankrupt.com/misc/AGRIPARTNERSds0315.pdf

             About Agripartners Limited Partnership

Agripartners Limited Partnership filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 12-19214) in Ft. Myers, Florida on
Dec. 24, 2012.  Philip J. Landau, Esq., at Shraiberg, Ferrara &
Landau, P.A., serves as general bankruptcy counsel; Richard
Hollander, Esq., at Miller & Hollander serves as local counsel.
The Debtor estimated assets of at least $100 million and
liabilities of at least $50 million.


ALFA PROPERTIES: Case Summary & 2 Unsecured Creditors
-----------------------------------------------------
Debtor: Alfa Properties, Inc.
        3500 N.W. 59 Street
        Miami, FL 33142

Bankruptcy Case No.: 13-23823

Chapter 11 Petition Date: June 11, 2013

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

Debtor's Counsel: Richard Siegmeister, Esq.
                  RICHARD SIEGMEISTER, P.A.
                  One Brickell Plaza, Suite 304
                  1800 S.W. 1 Avenue
                  Miami, Florida 31299-1180
                  Tel: (305) 859-7376

Scheduled Assets: $1,362,850

Scheduled Liabilities: $1,582,389

A copy of the Company's list of its two unsecured creditors is
available for free at http://bankrupt.com/misc/flsb13-23823.pdf

The petition was signed by Allan F. Hippler, president.


AMERICAN AIRLINES: Gets Green Light to Buy Back $1.2B Bonds
-----------------------------------------------------------
Kathryn Brenzel of BankruptcyLaw360 reported that a New York
bankruptcy judge ruled that AMR Corp. can buy back more than $1.2
billion in debt from its noteholders, welcome news for the airline
company as it inches closer to its $11 billion merger with US
Airways Group Inc.

According to the report, U.S. District Judge Sean H. Lane gave the
green light to the American Airlines' parent to repurchase the
three secured notes, which are the subject of debate between AMR
and the notes' trustee, U.S. Bank Trust NA, before the Second
Circuit, officials said.

                    About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: Inks Second Amendment to Plan of Merger
----------------------------------------------------------
AMR Corporation, the parent of American Airlines, Inc., US Airways
Group, Inc., and AMR Merger Sub, Inc., a wholly owned subsidiary
of AMR, entered into a Second Amendment to Agreement and Plan of
Merger, which amended that certain Agreement and Plan of Merger,
dated as of Feb. 13, 2013, by and among AMR, US Airways and Merger
Sub.  The sole purpose of the Second Amendment is to make certain
technical modifications to Sections 1.6(a) and 1.7(a) of the
Merger Agreement and the related forms of Certificate of
Incorporation and Bylaws to be applicable at the effective time of
the merger.  A copy of the Second Amendment is available at:

                        http://is.gd/HyxPJi

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: Proposes Nashville Airport Settlement
--------------------------------------------------------
AMR Corp. and its debtor affiliates asked the U.S. Bankruptcy
Court in Manhattan to approve a settlement between its regional
carriers and the Metropolitan Nashville Airport Authority.

MNAA, owner and operator of the Nashville International Airport,
is a party to two separate terminal leases with American Airlines
Inc. and American Eagle Airlines Inc.

Under the deal, the carriers will assume their respective
contracts, as revised, and pay the cure amount owed under the
original contracts.  American Airlines and Eagle owes the airport
authority $83,706 and $52,824, respectively.

In return, MNAA agreed to withdraw its unsecured claims against
the carriers, including an $18.72 million claim against American
Airlines.

As part of the settlement, American Airlines agreed to assume
another lease contract with the airport authority, and assign it
to BNA Fuel Company LLC.  The contract dated October 1, 1985
allowed the carrier to lease an area of the Nashville airport
where a fuel storage and distribution facility is located.

The proposed settlement is formalized in a nine-page agreement,
which can be accessed for free at http://is.gd/45apGT

A court hearing to consider approval of the proposed settlement is
set for June 27.  Objections are due by June 20.

                     About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: Resolves Issues With City of San Francisco
-------------------------------------------------------------
AMR Corp. is seeking court approval of a settlement agreement,
which it says, would resolve issues related to American Airlines
Inc.'s contracts with the City and County of San Francisco.

AMR's regional carrier entered into various contracts with the
city in connection with its use of the San Francisco International
Airport.

Under the proposed settlement, American Airlines will assume its
contracts with the city, and pay more than $1.03 million to cure
its default under the contracts.  The contracts are listed at
http://is.gd/cNZmsA

The deal requires American Airlines to replace its current surety
bond with the city with a surety bond in the amount of $3,861,387
as security deposit under the assumed contracts.

Meanwhile, the city agreed to withdraw its claims, assigned as
Claim Nos. 7939 and 13047, against the carrier.

The proposed settlement is formalized in a seven-page agreement,
which is available for free at http://is.gd/gJCNHo

The settlement needs approval by the city's board of supervisors
and its mayor.  The city, through its Airport Commission, says it
expects to get the necessary approval by Jan. 1, 2014.

Judge Sean Lane will hold a hearing on June 27 to consider
approval of the proposed settlement.  Objections are due by June
20.

                     About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: Has Sale-Leaseback Deal for 8 B737 Planes
------------------------------------------------------------
AMR Corp. filed a motion seeking court approval to implement a
sale and simultaneous leaseback of eight Boeing 737-823 planes
with SMBC Aviation Capital Ltd.

The Boeing planes are scheduled to be delivered to American
Airlines Inc. between July 2013 and December 2014.  AMR did not
disclose the purchase price for the aircraft in the motion, which
it filed under seal to protect confidential information.

A court hearing is scheduled for June 27.  Objections are due by
June 20.

                     About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: CEO Horton Expects Profitable Second Quarter
---------------------------------------------------------------
Tom Horton, chairman and chief executive officer of AMR
Corporation, sent the following message to all American Airlines
employees:

Dear American Team:

We are now in the home stretch of our restructuring, and thanks to
the hard work of our entire team, these results are remarkable.
We filed our Monthly Operating Report for April which highlights
our financial progress. I'm pleased to report that, excluding
reorganization and special items, we posted a very strong
improvement to our bottom line. And if current trends continue, we
are well on our way to a strongly profitable second quarter.

In addition to improving our financial performance, we are picking
up the pace on the renewal of almost every facet of our company.
This means investing in a new and modern fleet. In addition to the
steady stream of new 777-300s, we'll soon introduce the first
Airbus A319s and A321s into our fleet. In total we'll add 59 new
aircraft this year. It also means new service to new markets
across the globe like Seoul and Dusseldorf. And of course, it
means refreshing the customer experience with enhancements like
the new Flagship check-in at JFK, and new technology to help you
serve our customers.

And at the start of another busy summer travel season, our
operation is running well. From January through April, you have
achieved an on-time arrival rate of over 78 percent. And our
completion factor for the same period was 98.3 percent, which is
the best performance in seven years.

All of this is building great momentum heading into our merger
with US Airways to create the world's leading airline. The
transformation of American is a direct result of your hard work
and unwavering focus on our customers every day. You are putting
American back on top.

Thanks for all you do.

Tom

                     About American Airlines

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

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

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

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

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

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

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


AMERICAN COMMERCE: Had $5,800 Net Loss in Fiscal 2013
-----------------------------------------------------
American Commerce Solutions, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss available to common stockholders of $5,791 on $2.35
million of net sales for the year ended Feb. 28, 2013, as compared
with net income available to common stockholders of $25,962 on
$2.44 million of net sales for the year ended Feb. 29, 2012.

As of Feb. 28, 2013, the Company had $4.99 million in total
assets, $4.09 million in total liabilities and $904,136 in total
stockholders' equity.

Messineo & Co., CPAs LLC, in Clearwater, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the fiscal year ended Feb. 28, 2013.  The independent auditors
noted that the Company has recurring losses and negative cash
flows from operating activities, a working capital deficit, and a
stockholders' deficit.  These conditions raise substantial doubt
about its ability to continue as a going concern.

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

                        http://is.gd/eoqQkr

                      About American Commerce

American Commerce Solutions, Inc., headquartered in Bartow,
Florida, is primarily a holding company with one wholly owned
subsidiary; International Machine and Welding, Inc., is engaged in
the machining and fabrication of parts used in heavy industry, and
parts sales and service for heavy construction equipment.


AMERICAN REALTY: July 10 Hearing on Bank's Bid to Convert Case
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, in
an amended notice of hearing, will convene a hearing on July 10,
2013, at 9 a.m., to consider creditor Bank of New York Mellon's
motion to convert the Chapter 11 case of American Realty Trust,
Inc., to one under Chapter 7 of the Bankruptcy Code, or in the
alternative, appoint a Chapter 11 trustee or an examiner.

As reported by the Troubled Company Reporter on May 30, 2013, Bank
of New York Mellon is successor to Bank of New York - Global
Corporate Trust, as trustee for the Registered Certificate Holders
of Commercial Capital Access One, Inc., Commercial Mortgage Bonds,
Series 3 acting through Berkadia Commercial Mortgage, LLC, its
special servicer a creditor.

BoNY Mellon notes that so-called Atlantic Parties, creditors of
the Debtor, had filed a motion to dismiss case as a bad faith
filing based on the Debtor's inability to reorganize, fraud,
incompetence, dishonesty, and gross mismanagement.

According to the Bank, while the Trust agrees that the Atlantic
Parties' motion to dismiss establishes "cause" for relief, the
Trust does not believe that it is in the best interest of the
estate or the Debtor's other creditors to dismiss the case.
Rather, the Trust requests that the Court order the appointment of
a chapter 11 trustee, and the appointment of an examiner.

Keith M. Aurzada, Esq., and John C. Leininger, Esq. --
keith.aurzada@bryancave.com and john.leininger@bryancave.com -- at
Bryan Cave LLP, represent the Bank.

                    About American Realty Trust

Dallas, Texas-based American Realty Trust, Inc., is a subsidiary
of the real estate giant American Realty Investors Inc.  Coping
with a $73 million legal judgment from an apartment purchase that
collapsed more than a decade ago, American Realty Trust, Inc.,
filed for Chapter 11 protection (Bankr. D. Nev. Case No. 12-10883)
in Las Vegas on Jan. 26, 2012.  The case was later dismissed on
Aug. 1, 2012, by Judge Mike K. Nakagawa.

Creditors David M. Clapper, Atlantic XIII, LLC, and Atlantic
Midwest, LLC -- Clapper Parties -- sought the dismissal, citing,
among other things, the Debtor has been stripped off of its assets
prepetition and its ownership structure changed 10 days before the
bankruptcy filing in an admitted effort to avoid disclosures to
the Securities and Exchange Commission.

American Realty Trust then filed for Chapter 11 protection (Bankr.
N.D. Ga. Case No. 12-71453) on Aug. 29, 2012, with Bankruptcy
Judge Barbara Ellis-Monro presiding over the case.  The case was
later transferred from Atlanta to Dallas (Bankr. N.D. Tex. Case
No. 13-30891) effective Feb. 22, 2013, at the behest of the
Clapper Parties.  The Clapper Parties, who won a $72 million
judgment against the Debtor, again has sought to move the case to
Forth Worth and reassign the case to Judge Russell Nelms on
grounds that Judge Nelms has experience with the parties and the
issues raised in the dismissal motion filed by the Atlantic
Parties.

The Debtor has scheduled assets totaling $79,954,551, comprised
of (i) real property valued at $87,884; (ii) equity interests in
affiliated entities of an unknown value; and (iii) litigation
claims valued at $79,866,667.  The Debtor has scheduled
liabilities totaling $85,347,587.95, comprised of: (i) $10,437.73
in unsecured priority tax claims; and (ii) unsecured non-priority
claims of $85,336,886.61 (of which at least $77,164,701.14 are
contested litigation claims against the Debtor).


AMERIGO ENERGY: Retains Monarch as Investor Relations Firm
----------------------------------------------------------
Amerigo Energy, Inc., has retained Monarch Media as its full
service investor relations firm, to provide strategic counsel,
direct the Company's outreach and investor awareness.

The Company also announced the launch of its new Web site
http://www.AmerigoHoldings.com

"Monarch Media brings a significant level of experience from years
of working with a variety of companies in the public marketplace.
Their ability to generate increased exposure for Amerigo within
the investment community will be an asset as we continue to grow
and expand our business," stated Jason Griffith, chief executive
officer, Amerigo Energy.

"We are very excited to be working with the Amerigo team and have
tremendous confidence in their vision and growth strategy.  We
look forward to communicating their growth and development
initiatives to the investment community.  We are also excited to
assist the company in servicing their current shareholders and
helping them continue to build their shareholder base," stated
Vincent Zaldivar, Managing Member, Monarch Media.

Upon execution of the Agreement, the Company agreed to pay
Monarch 500,000 shares of common stock of the Company.  No cash
consideration will be due until Dec. 1, 2013.  Then, $10,000 per
month will be due to Monarch for the balance of the agreement,
which is a 24-month contract.

                           About Amerigo

Henderson, Nevada-based Amerigo Energy, Inc., is aggressively
looking for potential oil leases to acquire as well as businesses
which will fit with the Company's strategy.  Its wholly-owned
subsidiary, Amerigo, Inc., incorporated in Nevada on Jan. 11,
2008, holds minimal assets, including oil lease interests.

The Company's balance sheet at March 31, 2013, showed $2.3 million
in total assets, $2.5 million in total liabilities, and a
stockholders' deficit of $244,148.

"As a result of Amerigo Energy's deficiency in working capital
at Dec. 31, 2012, and other factors, Amerigo Energy's auditors
have stated in their report that there is substantial doubt about
Amerigo Energy's ability to continue as a going concern.  In
addition, Amerigo Energy's cash position is inadequate to pay
the costs associated  with its operations.  No assurance can be
given that any debt or equity financing, if and when required,
will be available."


AMES DEPARTMENT: HoldCo Files 3rd Amended Plan After Mediation
--------------------------------------------------------------
BankruptcyData reported that HoldCo Advisors filed with the U.S.
Bankruptcy Court a Third Amended Plan of Reorganization and
related Disclosure Statement for Ames Department Stores.

According to the Disclosure Statement, "As a result of the
competing plans and disclosure statements filed by the Debtor and
Holdco, the Debtor and Holdco were poised to simultaneously seek
approval of competing disclosure statements and confirmation of
competing plans.  This process would have involved substantial
litigation regarding plan confirmation.  Holdco and the Debtor,
with the support of the Committee, agreed to enter into mediation
to resolve the issues raised by the competing plans, and to avoid
the substantial cost to the Debtor's estate that litigating
competing plans would entail.  To that end, Holdco and the Debtor
entered into a joint motion to direct mediation."

Ames Department Stores and Holdco agreed to mediate the following
issues:

  (1) Determine if there are any meritorious litigation claims
that he/she recommends be pursued in connection with the Court-
approved 363 sale of the bank which was completed in December
2011.

  (2) Determine whether the Debtor's estate has any claims in
connection with downstreams or payments of money from the Debtor
to its subsidiary bank on account of tax refunds received by the
Debtor.

  (3) Determine whether the Debtor has any avoidance claims
against its current or former directors and officers on account of
payments made to such current or former directors or officers
prior to the commencement of the Chapter 11 case.

  (4) Evaluate whether the Debtor's proposed settlement of claims
asserted by Sandler on its indemnification claim related to the
363 sale of the bank is in the best interests of the Debtor's
estate and its creditors.

HoldCo Advisors explains that this mediation concluded on April
10, 2013, "As a result of the mediation, the releases of Sandler,
SKBHC, the Debtor's professionals, and the Debtor's directors and
officers will be included in the Plan, and the Debtor has
withdrawn its competing plan.  As such, only one plan will be
presented to creditors for a vote.  For the avoidance of doubt,
however, Holdco did not support the Sandler settlement and did not
agree that it is in the best interests of the Debtor and its
estate.  Pursuant to the mediation agreement, however, Holdco
cannot object to the Sandler settlement to the extent such
settlement is consistent with the description of the settlement
provided to Holdco and the mediator."

                   About Ames Department Stores

Rocky Hill, Connecticut-based Ames Department Stores was founded
in 1958.  At its peak, Ames operated 700 stores in 20 states,
including the Northeast, Upper South, Midwest and the District of
Columbia.  In April 1990, Ames filed for bankruptcy protection
under Chapter 11 of the U.S. Bankruptcy Code.  In Ames I, the
retailer closed 370 stores and emerged from chapter 11 on Dec. 30,
1992.

Ames filed a second bankruptcy petition under Chapter 11 (Bankr.
S.D.N.Y. Case No. 01-42217) on Aug. 20, 2001.  Togut, Segal
& Segal LLP; Weil, Gotshal & Manges; and Storch Amini Munves PC;
Cadwalader, Wickersham & Taft LLP.  When the Company filed for
protection from their creditors, they reported $1,901,573,000 in
assets and $1,558,410,000 in liabilities.  The Company closed all
of its 327 department stores in 2002.


AMINCOR INC: Grants Common Stock Options to Executive Officers
--------------------------------------------------------------
Pursuant to a unanimous written consent, dated as of April 18,
2013, the Board of Directors of Amincor, Inc., approved the grant
of options to purchase common stock to John R. Rice, III,
president, Joseph F. Ingrassia, vice-president and Robert L.
Olson, director and certain management and employees of the
Company and certain officers and employees of its subsidiary
companies.  Messrs. Rice, Ingrassia and Olson were each granted
120,000 options.

The options granted have an exercise price of $1.00, based on the
estimated fair market value of the Company's share price on the
date of the grant.  Fifty percent of the options vest and are
exercisable on the first anniversary of the grant date
and 100 percent of the options vest and are exercisable on the
second anniversary of the grant date, so long as the optionee is
still employed by the Company or its subsidiaries.  The options
are valid for 5 years from the grant date and will expire
thereafter.  Each optionee will sign a Non-Qualified Stock Option
Agreement with the Registrant which more fully details the terms
and conditions of the grant.

                         About Amincor Inc.

New York, N.Y.-based Amincor, Inc., is a holding company operating
through its operating subsidiaries Baker's Pride, Inc.,
Environmental Holdings Corp. and Tyree Holdings Corp., and Amincor
Other Assets, Inc.

BPI is a producer of bakery goods.  Tyree performs maintenance,
repair and construction services to customers with underground
petroleum storage tanks and petroleum product dispensing
equipment.

Through its wholly owned subsidiaries, Environmental Quality
Services, Inc., and Advanced Waste & Water Technology, Inc., EHC
provides environmental and hazardous waste testing and water
remediation services in the Northeastern United States.

Other Assets, Inc., was incorporated to hold real estate,
equipment and loan receivables.  As of March 31, 2013, all of
Other Assets' real estate and equipment are classified as held for
sale.

The Company's balance sheet at March 31, 2013, showed
$34.9 million in total assets, $35.4 million in total liabilities,
and a stockholders' deficit of $512,584.

As reported in the TCR on April 24, 2013, Rosen Seymour Shapss
Martin & Company, in New York, expressed substantial doubt about
Amincor's ability to continue as a going concern, citing the
Company's recurring net losses from operations and working capital
deficit of $21.2 million as of Dec. 31, 2012.


ANTIOCH COMPANY: Committee Taps Crowe Horwath as Financial Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of The Antioch Company, LLC, et al., asks the Bankruptcy
Court for permission to retain Crowe Horwath LLP as its financial
advisor.

Crowe will, among other things:

   a. conduct business and financial review of the Debtors
      including, but not limited to: their financial condition,
      creditor analysis, and organizational structure;

   b. review the Debtors' cash forecast and historical financial
      and operational performance;

   c. develop and quantify alternative recovery strategies for
      unsecured creditors;

   d. issue written reports, as needed, on findings, options,
      and recommendations.

The hourly rates of Crowe's personnel are:

         Michael Schwarzmann                $395
         Other Partners                     $400 - $625
         Senior Manager                     $100 - $400
         Manager                             $95 - $240
         Senior Staff                        $90 - $260
         Staff                               $85 - $170

Mr. Schwarzmann may be reached at:

          Michael D. Schwarzmann, Esq.
          CROWE HORWATH LLP
          15233 Ventura Blvd Fl 9
          Sherman Oaks, CA 91403-2250 USA
          Tel: (714) 623-1854
          Fax: (818) 325-8561
          E-mail: Michael.Schwarzmann@crowehorwath.com

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

                     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.


ANTIOCH COMPANY: Taps GA Keen to Sell Yellow Springs Property
-------------------------------------------------------------
The Antioch Company, LLC, et al., filed papers asking the U.S.
Bankruptcy Court for the District of Minnesota for permission to
employ GA Keen Realty Advisors LLC as realtor.

GA Keen will represent and assist the Debtors in marketing,
locating a buyer for, and negotiating the sale of, real property
located at 888 Dayton Street, Yellow Springs, Ohio.  The property
is owned by the Debtor, and was formerly operated as a
manufacturing and distribution facility.

Matthew Bordwin, co-president of GA Keen and managing director of
Great American Group, LLC, its managing member, tells the Court
that GA Keen Realty agree that upon completion of the sale of the
property, GA Keen Realty will be paid 5.25% of the gross proceeds
from the sale of the property.  The Debtors will pay the actual
expenses of marketing the property.  In addition, GA Keen will be
reimbursed for all reasonable out of pocket costs and expenses in
connection with performing services.

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

                     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.


ARCAPITA BANK: Files Executed DIP Agreement with Goldman Sachs
--------------------------------------------------------------
In connection with the Arcapita Bank B.S.C.(c), et al.'s motion
for the entry of a final order authorizing the Debtors to obtain
replacement postpetition financing of up to $175 million from
Goldman Sachs International to repay to repay existing
postpetition financing, the Debtors filed with the U.S. Bankruptcy
Court for the Southern District of New York on Friday the executed
and signed DIP Agreement, and a redlined comparison of the new
document versus the prior version.  A copy of the new document is
available at http://bankrupt.com/misc/arcapita.doc1259.pdf

                       About Arcapita Bank

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

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

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

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

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

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

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

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

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

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

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


ARTS DES PROVINCES: Time Limits Easily Waived on Lift-Stay Motion
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when a secured creditor files a motion to modify the
automatic stay coupled with a request for payment of an
administrative expense, bringing the two motions together amounts
to an implied waiver of the time limits in Section 362(e) of the
Bankruptcy Code requiring quick decision on lift stay motions.

The Bloomberg News report discloses that U.S. District Judge
Dennis M. Cavanaugh in Newark, New Jersey, found an implicit
waiver on several grounds in his opinion on June 12.  In addition
to combining a lift-stay motion with a request for other relief,
he ruled that participation in discovery is an implied waiver.
The case might also be read to stand for the position that once a
secured creditor consents to the first adjournment, it may be
difficult if not impossible to demand adherence to the Section
362(e) time constraints thereafter.

The case is First Data Services LLC v. Kartzman (In re Arts des
Provinces de France Inc.), 12-06574, U.S. District Court, District
of New Jersey (Newark).

Arts des Provinces de France, Inc., the parent of high-end country
French home furnishings retailer Pierre Deux, filed a Chapter 7
bankruptcy petition (Bankr. D.N.J. Case No. 11-29111) on June 23,
2011.  The company disclosed assets of $12.1 million and debts of
$53.9 million as of the bankruptcy filing.


ATARI INC: Wins Approval to Dump Assets Piece by Piece
------------------------------------------------------
Juan Carlos Rodriguez of BankruptcyLaw360 reported that a New York
bankruptcy judge approved Atari's plan to sell off its assets
piece by piece by the end of July, a plan Atari says represents
the best opportunity to maximize asset value for the benefit of
all stakeholders.

According to the Law360 report, in May, the U.S. branch of French
holding firm Atari SA requested approval of its plan to sell off
its assets piece by piece, after it failed to garner acceptable
offers from potential stalking horse buyers to bid on the game
maker's entire business.

Rachel Feintzeig writing for Dow Jones' DBR Small Cap reports that
Atari Inc. is dividing videogame assets into pools when it
auctions them in July.

                       About Atari Inc.

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

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

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

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

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


ATP OIL: Abandons Gomez Oil Drilling Field
------------------------------------------
Peg Brickley writing for Dow Jones' DBR Small Cap reports that ATP
Oil & Gas Corp. is walking away from an oil-drilling platform in
the Gulf of Mexico, leaving it unmanned and a threat to public
safety at the start of hurricane season, attorneys told a
bankruptcy judge Thursday.

                        About ATP Oil & Gas

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.  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.


B & B HEATING: Case Summary & 6 Unsecured Creditors
---------------------------------------------------
Debtor: B & B Heating Co., Inc.
        1730 Francis Drive
        East Meadow, NY 11554-1520

Bankruptcy Case No.: 13-73127

Chapter 11 Petition Date: June 11, 2013

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

Debtor's Counsel: Robert J. Spence, Esq.
                  SPENCE LAW OFFICE, P.C.
                  500 N. Broadway, Suite 200
                  Jericho, NY 11753
                  Tel: (516) 336-2060
                  Fax: (516) 605-2084

Scheduled Assets: $17,266

Scheduled Liabilities: $1,321,000

A copy of the Company's list of its six largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nyeb13-73127.pdf

The petition was signed by William A. Guido, president.


BELO CORPORATION: Fitch Puts 'BB' IDR on Rating Watch Positive
--------------------------------------------------------------
Fitch Ratings has placed the 'BB' Issuer Default Rating (IDR) and
all outstanding ratings for Belo Corporation on Rating Watch
Positive, following the announcement of Gannett Co. Inc.'s
(Gannett) planned acquisition of Belo. The ratings previously had
a Positive Outlook.

Gannett intends to acquire Belo at an enterprise value of $2.2
billion (a 9.4x two-year average EBITDA multiple; 5.4x with
Gannett's $175 million guided synergies). Gannett intends to pay
$1.5 billion in cash for Belo's equity and will assume Belo's $715
million in senior unsecured notes. The transaction is expected to
close by the end of the year.

Fitch believes that the consolidated credit profile would be
stronger than Belo's current credit profile (already strong for
its current ratings, which had a Positive Outlook).

The transaction makes strategic and operational sense for both
companies. The combined station group will provide the
consolidated company with increased scale that will be a benefit
during retransmission negotiations with multichannel video
programming distributors (MVPDs). The acquisition would make the
combined Gannett/Belo the second largest independent TV station
operator of ABC, CBS, Fox and NBC network affiliated stations.
This is expected to support continued growth in high-margin
retransmission revenues for the consolidated company. Fitch
recognizes the leverage that broadcast networks retain over the
local affiliates, and expects increases in retransmission revenues
will be partially offset by increases in reverse compensation fees
to the networks.

Gannett expects to realize $175 million in synergies over the next
three years, with the synergies coming from higher retransmission
revenues and typical cost benefits associated with a corporate
merger. The company noted that $75 million of synergies should be
achieved in the first year, supported by 'after-acquired' clauses
within Gannett's retransmission agreements. Fitch believes that
these are achievable and that digital revenue synergies provide
additional upside to the guided target.

The senior unsecured (guaranteed) notes contain a 101% change of
control put provision. However, given the 8% coupon on the notes
and Belo's credit profile (and the consolidated Gannett credit
profile), Fitch does not expect the put to be exercised by
bondholders. The notes become callable in November 2013 at 104%
and if current liquidity and pricing levels within the credit
markets for 'BB' category credits continue, Fitch believes it is
more likely that these notes would be redeemed early.

The remaining $440 million in Belo bonds mature in 2027 and do not
benefit from any material covenants.

Leverage:
Fitch estimates unadjusted gross leverage at Belo of 2.7x as of
March 31, 2013. Fitch estimates Gannett consolidated pro forma
gross unadjusted leverage of 2.6x as of March 31, 2013 (pro forma
for the Belo acquisition and assuming approximately $1.5 billion
in additional debt). Gannett stated its intention to promptly
reduce levels of debt following the acquisition.

As of March 31, 2013, Belo had $723 million face value of debt
outstanding, consisting of:

-- $8 million in revolving credit facility (RCF) borrowings due
    2016;

-- $275 million of guaranteed senior unsecured notes maturing
    November 2016;

-- $440 million of senior unsecured notes maturing 2027.

Key Rating Drivers:

Fitch expects a stable operating environment in 2013, with Belo's
core advertising revenue growth in the low single digits,
supported by auto advertising (the company's largest vertical).
Political advertising revenue was robust and totaled approximately
$60 million in 2012. Although the ratings do not give a material
amount of credit to political revenue, given its temporary and
volatile nature, it does provide a strong free cash flow (FCF)
boost in even years. Fitch recognizes that the lack of material
political advertising in 2013 will result in total revenue
declining to the low- to mid-single digits.

Secular risks relate primarily to declining audiences amid
increasing entertainment alternatives, with further pressures from
the proliferation of OTT Internet-based television services.
However, it is Fitch's expectation that local broadcasters,
particularly the higher-rated stations, will continue to remain
relevant and capture the material audiences that local, regional
and national spot advertisers will demand. Retransmission revenue
reduces the overall risk to the operating profile.

Rating Sensitivities:

The ratings may be upgraded one notch upon the completion of the
acquisition.

The ratings are on a Positive Watch; as a result, Fitch's
sensitivities do not currently anticipate a rating downgrade.

Fitch affirms Belo's ratings as follows:

-- Issuer Default Rating (IDR) at 'BB';
-- Guaranteed RCF at 'BB+';
-- Guaranteed senior unsecured notes at 'BB+';
-- Non-guaranteed senior unsecured notes/bonds at 'BB'.

The ratings had a Positive Outlook but have now been placed on
Rating Watch Positive.

The 'BB+' rating on the RCF reflects the senior guarantee from
substantially all of Belo's domestic subsidiaries, as well as the
absence of secured debt in the capital structure. Although the
guarantee on the senior unsecured 2016 notes is contractually
subordinated to the guarantee on the bank debt, Fitch equalizes
the ratings on the two obligations, given Belo's enterprise value
and the portion of total debt and leverage comprised by both
tranches of debt. The legacy notes are not guaranteed and are
notched neither up nor down from the IDR, reflecting the
expectation for average recovery.


BENADA ALUMINUM: Reorganization Plan Declared Effective
-------------------------------------------------------
Benada Aluminum Products LLC has notified the U.S. Bankruptcy
Court for the Middle District of Florida that its Plan of
Reorganization filed on Nov. 29, 2012, as modified, became
effective, on May 13, 2013.

The Debtor related that conditions of effectiveness of the
modified plan were satisfied on May 10, 2013.

As reported by the Troubled Company Reporter on March 8, 2013,
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the Debtor won approval of an old-fashioned plan.
Mr. Rochelle related that in a throwback to olden times when there
were no junk-bond investors eager to buy up sick companies, Benada
is emerging from bankruptcy on its own resources in what's called
a bootstrap plan.  The plan will pay unsecured creditors in full
with 4% interest.  Creditors will receive $20,000 a month and 40%
of excess cash flow.  Previously, Benada said there was $3.4
million owing to trade suppliers.  Some $5 million in secured
loans financing the reorganization will be rolled over and
continue after emergence from Chapter 11.

Wells Fargo Bank NA, owed $3 million, is one of the secured
lenders.  The other is FLT Capital LLC, a part owner of the
business. FLT is owed $2 million on a secured obligation.  FLT
will continue owning Benada after bankruptcy.

The Debtor was authorized by the bankruptcy judge at a Sept. 25,
hearing to sell an aluminum extrusion press for $2.9 million to
Tubelite Inc.

                           About Benada

Benada Aluminum Products LLC was formed in 2011 to purchase assets
of two aluminum products manufacturing companies.  It purchased
via 11 U.S.C. Sec. 363 the Sanford facility of Florida Extruders
International (Case No. 08-07761).  It also purchased the assets
Miami, Florida-based Benada Aluminum of Florida Inc.  The Debtor
has since consolidated operations and operates only out of its
location in Sanford.

The Company filed for Chapter 11 protection on Aug. 1, 2012
(Bankr. M.D. Fla. Case No. 12-10518).  Judge Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, represents the Debtor.  The Debtor disclosed
$22,009,272 in assets and $11,698,426 in liabilities as of the
Chapter 11 filing.

Wells Fargo is represented by Michael Demont, Esq., and Jay Smith,
Esq., at Smith Hulsey & Busey, in Jacksonville, Florida.  FTL
Capital is represented by Christopher J. Lawhorn, Esq., at Bryan
Cave LLP in St. Louis, Missouri.  Triton Capital Partners Ltd.
serves as exclusive financial advisor and investment banker with
respect to providing assistance with turnaround management.


BIG SANDY: Moss Adams Approved to Respond to IRS' Inquiry
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Big Sandy Holding Company to employ Moss Adams LLP as its
accountants.

The Debtor related that on Sept. 28, 2012, it filed a motion
seeking authority, inter alia, to sell 100 percent of the capital
stock in Mile High Banks pursuant to a Stock Purchase Agreement
with Strategic Growth Bancorp, as purchaser.

Subsequent to the closing of the sale, the Internal Revenue
Service has made inquiry regarding the claim to the tax refund.
The review by the IRS is expected to be fairly fact and labor-
intensive, as it focuses on the value of particular Bank assets,
i.e., loans, at particular points in time.

In this relation, Moss will respond to the IRS' inquiry, and
perform services needed to defend the tax refund.

Moss Adams will charge the Debtor its standard hourly rates.  The
total fee is estimated to be from $100,000 to $250,000.

Mark Reis, a partner at Moss Adams, assures the Court that the
firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                      About Big Sandy Holding

Founded in 1991, Big Sandy Holding Company is a Colorado
corporation registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended.  Big Sandy is the direct
corporate parent of Mile High Banks, a Colorado state chartered
Bank.

Big Sandy filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 12-30138) on Sept. 27, 2012, to recapitalize the Bank.
Bankruptcy Judge Michael E. Romero presides over the case.
Michael J. Pankow, Esq., and Joshua M. Hantman, Esq., at
Brownstein Hyatt Farber Schreck, LLP, serve as the Debtor's
counsel.  In its petition, Big Sandy estimated $10 million to
$50 million in assets and debts.  The petition was signed by Dan
Allen, chairman/CEO/president.

In February 2013, the Bankruptcy Court authorized Big Sandy to
sell substantially all of its assets -- essentially 100% of the
issued and outstanding capital stock of its wholly owned bank
subsidiary, Mile High Banks -- to Strategic Growth Bancorp
Incorporated, the successful bidder.  The total consideration
includes $5,500,000 (payable via (a) offsetting all amounts
outstanding under the DIP Loan Agreement on the closing date, (b)
$3,000,000 to the broker and (c) the remaining amounts to the
Debtor), the allocation of the tax refund, the assumption of the
assumed contract liabilities and the recapitalization of the Bank.
The Strategic transaction would recapitalize the Bank in
accordance with regulatory requirements -- by up to $90 million.

Richard A. Wieland, U.S. Trustee for Region 19, was unable to form
a an official committee of unsecured creditors in the Debtor's
case.


BIRDSALL SERVICES: Firm Cops to Pay-To-Play Scheme
--------------------------------------------------
Martin Bricketto of BankruptcyLaw360 reported that bankrupt
engineering firm Birdsall Services Group Inc. pleaded guilty to
criminal charges that it masked corporate campaign contributions
as personal employee donations to dodge New Jersey's pay-to-play
restrictions and receive lucrative government contracts unabated.

According to the report, under a plea agreement, Birdsall will pay
$1 million and be banned from government contracts in New Jersey
for 10 years, according to the state attorney general's office.
The firm previously had agreed to settle a state civil forfeiture
action for $2.6 million, the report related.

                    About Birdsall Services

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

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

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

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


BLUE COAT: Moody's Assigns Caa1 Rating to New $330MM Term Loan
--------------------------------------------------------------
Moody's Investors Service affirmed Blue Coat Systems, Inc.'s B2
Corporate Family Rating and B2-PD Probability of Default Rating,
and revised the rating for the company's $740 million of first
lien credit facilities to B1, from B2.

Moody's assigned a Caa1 rating to Blue Coat's proposed $330
million of second lien term loan, the proceeds of which will be
used to fund a distribution to financial sponsors and transaction
fees and expenses. Moody's also changed Blue Coat's ratings
outlook to negative from stable reflecting its elevated financial
risk profile over the next 12 to 18 months.

Ratings Rationale:

The negative outlook reflects Blue Coat's aggressive financial
policy and Moody's view that the company's credit metrics will
remain weak for the B2 CFR over the next 12 to 18 months. The
proposed debt-funded distribution to shareholders, close on the
heels of the sizeable debt financed acquisition of Solera Networks
which has modest revenues and did not generate profits,
effectively reverses the deleveraging attained by Blue Coat since
its leveraged buyout in February 2012.

Moody's estimates that Blue Coat's total debt-to-EBITDA leverage
will increase by approximately 2.0x to 6.3x at the close of the
dividend recapitalization and its free cash flow relative to debt
in the next 12 months will decline to nearly half of the 6% to 8%
that Moody's previously anticipated. The ratings agency believes
that Blue Coat's only modest EBITDA growth and free cash flow
relative to debt will limit rapid deleveraging and Blue Coat's
leverage could remain slightly above 6.0x over the next 12 to 18
months.

The B2 CFR reflects Blue Coat's high leverage, particularly in the
context of its higher proportion of revenues derived from one-time
product sales relative to similarly rated peer software companies.
In addition, the company will be operating with an elevated
financial risk profile while integrating Solera Networks and
improving its profitability. At the same time, competitive
pressure and emerging technologies will necessitate elevated
spending on product development and acquisitions. The B2 rating
additionally reflects Blue Coat's moderate operating scale and
narrow product concentration within the enterprise IT security
infrastructure market, and the company's aggressive acquisition
strategy and financial policies.

Blue Coat's credit profile benefits from the company's leading
market position in the niche Anti-Virus/Web/Malware appliance
segment of content security market and its well-regarded products
in the WAN Optimization market. Blue Coat has a large and diverse
installed base of enterprise customers that drive majority of its
new sales. The rating is also supported by the predictability of
Blue Coat's revenues from maintenance and support agreements and
the company's track record of high customer renewal rates,
especially among its larger enterprise customers.

Blue Coat's ratings could be downgraded if liquidity deteriorates
or revenue and operating cash flow growth remains weak for an
extended period of time. Moody's could lower Blue Coat's ratings
if increasing competition, weak business execution or higher-than-
expected levels of spending lead Moody's to believe that Blue Coat
is unlikely to maintain total debt-to-EBITDA leverage below 6.0x
and free cash flow at approximately 5% of total debt.

Given Blue Coat's high leverage and tolerance for high financial
risk, upward rating movement is not expected in the intermediate
term. However, over time Moody's could raise Blue Coat's ratings
if the company demonstrates strong organic growth in earnings and
if Moody's believes that the company could sustain adjusted debt
to EBITDA of less than 4.0x and generate free cash flow in excess
of 10% of total debt.

Moody's has taken the following rating actions:

Issuer: Blue Coat Systems, Inc.

Corporate Family Rating -- Affirmed, B2

Probability of Default Rating -- Affirmed, B2-PD

$40 million (increased from $25 million) Senior First Lien
Revolving Credit Facility due 2018 -- Revised to B1, (LGD3 33%),
from B2, (LGD3 49%)

$700 million Senior First Lien Term Loan Facility due 2019 --
Revised to B1, (LGD3 33%), from B2, (LGD3 49%)

$330 million Senior Second Lien Term Loan Facility due 2020 --
Assigned, Caa1, (LGD5 86%)

Outlook -- Negative, changed from stable

The principal methodology used in rating Blue Coat Systems, Inc.
was the Global Software Industry Methodology published in October
2012. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Sunnyvale, CA, Blue Coat Systems, Inc., is a
leading provider of Internet security and wide area network
acceleration solutions that help enterprises to secure and
optimize their IT networks. Blue Coat reported $448 million in
revenues under U.S. GAAP in the twelve months ended January 2013.


BUILDERS GROUP: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Builders Group & Development Corp.
          dba Cupey Professional Mall
        P.O. Box 2255
        Guaynabo, PR 00970

Bankruptcy Case No.: 13-04867

Chapter 11 Petition Date: June 12, 2013

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

Debtor's Counsel: Gerardo A. Carlo Altieri, Esq.
                  G.A. CARLO ALTIERI & ASSOCIATES
                  P.O. Box 9021470
                  San Juan, PR 00902
                  Tel: (787) 919-0026


Debtor's
Accountants:      JOSE M. MONGE ROBERTIN, CPA

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

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

The petition was signed by Jorge A. Rios Pulpeiro, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
CPG/GS PR NPL, LLC                 --                   $8,240,606
270 Avenue Mu¤oz Rivera, 3rd Floor
San Juan, PR 00918

Doral Bank                         --                   $5,692,467
P.O. Box 70308
San Juan, PR 00936-8628

CPG/GS PR NPL, LLC                 --                   $4,011,899
270 Avenue Mu¤oz Rivera, 3rd Floor
San Juan, PR 00918

Doral Bank                         --                   $3,648,182
P.O. Box 70308
San Juan, PR 00936-8628

Department of Treasury of PR       --                     $512,196
Bankruptcy Section (424-B)
P.O. Box 9024140
San Juan, PR 00902-4140

Doral Bank                         --                     $356,971
P.O. Box 70308
San Juan, PR 00936-8628

United Surety & Indemnity Corp.    --                     $339,495
P.O. Box 2111
San Juan, PR 00922

CRIM                               --                     $100,487

Stone & Tile of Puerto Rico        --                      $57,593

Department of Treasury of PR       --                      $47,740

Municipality of San Juan           --                      $38,575

Municipality of San Juan           --                      $37,541

Internal Revenue Services          --                      $34,371

Autoridad Acueductos y             --                      $22,123
Alcantarillados

Department of Treasury of PR       --                      $18,273

Security Guard Affairs             --                      $11,447

Autoridad Energia Electrica        --                      $11,328

Department of Treasury of PR       --                      $10,201

Power Patrol Service               --                       $8,093

Tax & Accounting Services          --                       $5,072


CANCANA RESOURCES: ASC Issues MCTO Order; Board Member Steps Down
-----------------------------------------------------------------
Andrew Male, CEO and Director of Cancana Resources Corp., on
June 14 disclosed that a temporary Management Cease Trade Order
was issued by the Alberta Securities Commission against the
Company's Chief Executive Officer on June 3, 2013, as opposed to a
general cease trader order against the Company.  The MTCO
prohibits trading in securities of the Company, either directly or
indirectly, by this individual.

As summarized in Cancana's News Release dated May 31, 2013, this
action was expected due to the fact that the Company was unable to
file its annual financial statements, management discussion and
analysis and related Chief Executive Officer and Chief Financial
Officer certificates for its fiscal year-ended January 31, 2013
before the May 31, 2013 filing deadline.

Through the process of completing the Cancana's financial
statements, the Company's auditors have raised an issue with
respect to the consolidation of an investment currently held by
the Company and the applicable accounting treatment in respect of
this holding.  The Company is working with its auditors to remedy
the situation and complete the Required Filings.

The Company anticipates that it will be in a position to remedy
the default within two months and file the Required Filings, on or
before July 30, 2013.  The MCTO will be in effect until the
Required Filings are filed.  Should Cancana fail to file the
Required Filings on or before July 20, 2013, the ASC can impose a
cease trader order on the Company such that all trading of
securities of the Company cease for such period as the ASC deems
appropriate.

Pursuant to the requirements of Section 4.4 of National Policy 12-
203 - Alternative Information Guidelines ("AIG"), the Corporation
reports the following:

        (i)  There have been no material changes to the
information contained in the Default Notice and the Corporation
expects to file the Required Filings on or before July 30, 2013;

        (ii) There have been no failures with respect to the
Corporation fulfilling its stated intention of satisfying the
requirements of the AIG;

        (iii) There has not been, nor is there anticipated to be,
any specified default subsequent to the default which is the
subject of the DefaultNotice; and,

        (iv) There is no other material information about the
affairs of the Corporation that has not otherwise been reported.

                   Resignation of Chris Morgan

The Company regretfully accepts the resignation of Christopher
Morgan from the Board of Directors.

Mr. Morgan joined the Company in 2012, and contributed to the
development of the Company strategy of transition from exploration
to production.  The Board of Directors extends its thanks to Mr.
Morgan for his efforts and service to Cancana over the past year.

Mr. Morgan comments, "Over the past few years the Company has made
significant progress in its efforts to provide value to its
shareholders.  As the Company gives priority to taking its
manganese properties to production while seeking to establish the
value of its gold and diamond assets, I am confident that the
management together with the Board of Directors will continue to
move Cancana forward to completing its transition into a full
production company."

CEO, President and Director of Cancana, Mr. Andrew Male, added;
"On behalf of the Board of Directors, I would like to thank Mr.
Morgan for his commitment, dedication and assistance to the
Company and wish him well in his future endeavors."

                  About Cancana Resources Corp.

Cancana Resources Corp. -- http://www.cancanacorp.com-- is an
exploration stage company with assets in Brazil and Canada.  The
Company has been seeking projects that expand its resource base
and provide for near term production and revenue.


CASH STORE: Faces Class Action Proceedings in Canada
----------------------------------------------------
Proposed class action proceedings have been commenced in Ontario
and Alberta against The Cash Store Financial Services Inc. and
certain of its present and former directors and officers,
according to a regulatory filing by Cash Store.

The plaintiffs each allege, among other things, that the Company
made misrepresentations during the period from November 2010, to
May 2013, regarding the Company's internal controls and financial
reporting and the third-party loan portfolio acquisition.

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

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

                    About Cash Store Financial

Headquartered in Edmonton, Alberta, The 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.


CHRYSLER GROUP: Moody's Retains 'B1' CFR Following Re-Pricing
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Chrysler Group
LLC in connection with the company's proposal to re-price and
amend its $3.0 billion term loan and $1.3 billion revolving credit
facility.

Ratings affirmed are: Corporate Family Rating at B1; Probability
of Default Rating at B1-PD; 1st lien secured term loan and 1st
lien secured revolving credit facility at Ba1; 2nd lien secured
notes at B1; and Speculative Grade Liquidity rating at SGL-2. The
rating outlook remains stable.

A significant element of this transaction will be harmonizing the
credit facility's Restricted Payment (RP) provision with that
contained in the 2nd lien notes. The RP provision in the credit
facility currently limits such a payment to approximately $500
million. In contrast, the RP provision in the notes currently
permits a payment of up to$1.4 billion which includes a payment
allowance of 50% of accumulated consolidated net income.

Ratings Rationale:

Moody's view is that the amendment to the credit facility would
increase Chrysler's capacity to pay dividends to Fiat that could
help fund any effort by its parent to purchase the remaining 41.5%
of Chrysler that is held by the UAW retiree health care trust.
Moody's notes, however, that neither Chrysler nor Fiat has stated
that the funding for a Chrysler acquisition would include a
dividend from the company.

The affirmation of Chrysler's rating recognizes the progress the
company has made in achieving the key operational and financial
objectives it established upon emerging from bankruptcy, and its
much-improved competitive position in North America. The
affirmation also recognizes the credit-negative potential that
Fiat could rely on a dividend from Chrysler to fund its
acquisition of the company, and thereby narrow Chrysler's
liquidity position. Notwithstanding this risk, Chrysler should be
able to maintain a liquidity position the supports both the SGL-2
liquidity rating and the B1 CFR.

At March 2013, Chrysler's liquidity position consisted of $11.9
billion in cash, the $1.3 billion undrawn revolving credit
facility, and free cash generation that has approximated $1
billion for the LTM through March 2013. Debt maturities during the
coming twelve months approximate a modest $400 million. A one-time
distribution of approximately $1.4 billion by Chrysler during the
near-term would be a credit-negative event that would diminish the
company's liquidity position. Moreover, such a distribution could
occur as the company is in the process of launching the critically
important Jeep Cherokee.

Notwithstanding the potential use of liquidity to fund a purchase
by Fiat, the key factors that will drive Chrysler's credit profile
include the successful launch and market acceptance of 2013
product introductions -- particularly the Cherokee. An additional
consideration will be Fiat's ongoing strategy for allowing
sufficient capital to remain in Chrysler to support its investment
requirements and liquidity needs.

Chrysler's credit metrics for the twelve months through March 2013
(reflecting Moody's standard adjustments) provide adequate support
for the B1 CFR, and include: EBITA margin - 4.2%; EBITA/interest -
1.5x; debt/EBITDA - 4.2x; and free cash flow - $850 million.

There could be upward potential for the rating over the long term
if Fiat demonstrates progress in addressing its challenges in
Europe, and Chrysler continues to successfully implement its
portfolio revitalization plan. Metrics that could support
consideration for a higher rating include an ability to maintain
an EBITA margin of 5%, EBITA/interest above 2x, and free cash flow
that approaches $2 billion.

Chrysler's rating could come under downward pressure if the
company's product renewal program stalls due to flawed execution
or poor consumer acceptance. An additional source of pressure on
Chrysler's rating could flow from Fiat. If Fiat's operating
performance continues to erode and the company is unsuccessful in
addressing its sizable negative cash generation by 2014,
Chrysler's ability to sustain its competitive position could be
compromised. Credit metric levels at Chrysler that might signal
pressure on its rating include EBITA margin of 3.5% and
EBITA/interest below 1.5x for a sustained period.

The principal methodology used in this rating was the Global
Automobile Manufacturer 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.


CIMASA PROPERTIES: Case Summary & 6 Unsecured Creditors
-------------------------------------------------------
Debtor: CIMASA Properties, LLC
          dba Comfort Inn
          dba Quality Inn
        3629 Pine Bank Court
        Wilmington, NC 28409

Bankruptcy Case No.: 13-03675

Chapter 11 Petition Date: June 7, 2013

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: George M. Oliver, Esq.
                  OLIVER FRIESEN CHEEK, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@ofc-law.com

Scheduled Assets: $4,122,315

Scheduled Liabilities: $3,576,178

A copy of the Company's list of its six largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nceb13-3675.pdf

The petition was signed by Steven Arp, member/manager.


CIRCLE ENTERTAINMENT: Amends Agreement with Whittall Parties
------------------------------------------------------------
Circle Entertainment Inc., through its wholly-owned subsidiary,
Circle Entertainment Property-Orlando, LLC, on June 11, 2013,
entered into a Second Amendment to the Transaction Agreement the
Circle Subsidiary previously entered into on Feb. 28, 2011, with
The Square, LLC, Orlando Hotel International SPE, LLC, and Orlando
Hotel International SPE Holdings, LLC, pursuant to which the
Circle Subsidiary was to acquire from the Whittall Parties a 65
percent ownership interest in two adjacent properties owned by
them known as the "Square Parcel" of 18 acres and the "OHI Parcel"
of 10 acres and located on International Drive in Orlando,
Florida, for the purpose of co-developing an entertainment
destination center that would be anchored by an observation wheel.

As has been previously reported, the Transaction Agreement was
terminated on Nov. 16, 2012, with respect to the Square Parcel,
pursuant to a First Amendment to Transaction Agreement and
Assignment of Rights, to facilitate the sale of such parcel to ID
Center (FL) LLC, in which the Company acquired an 8.5 percent
membership interest upon consummation of the sale.

The Transaction Agreement has since remained in effect with
respect to the OHI Parcel.

The Second Amendment to Transaction Agreement extends the "outside
closing date" of the Transaction Agreement as it relates to the
OHI Parcel from June 30, 2013, to Dec. 31, 2013.  In addition, the
Circle Subsidiary's required capital contribution to purchase the
65 percent interest in the OHI Parcel has been increased from
$1,000,000 to $2,000,000.  As an inducement for the Whitall
Parties to enter into the Second Amendment to Transaction
Agreement, certain of the majority owners of ID Center (FL) LLC,
who are also the majority stockholders of the Company, agreed to
extend the Whittall Parties a loan of up to $2,000,000 to fund
tenant improvements on the OHI Parcel.

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

                        http://is.gd/93C3d4

                      About Circle Entertainment

New York City-based Circle Entertainment Inc. has been pursuing
the development and commercialization of its new location-based
entertainment line of business since Sept. 10, 2010, which has and
will continue to require significant capital and financing.  The
Company does not currently generate any revenues from this new
line of business.  The Company has no long-term financing in place
or commitments for such financing to develop and commercialize its
new location-based entertainment line of business.

Circle Entertainment disclosed a net loss of $13.89 million on $0
of revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $5.27 million on $0 of revenue during the prior year.
The Company's balance sheet at March 31, 2013, showed $603,436 in
total assets, $16.06 million in total liabilities, and a
$15.45 million total stockholders' deficit.

L.L. Bradford & Company, LLC, in Las Vegas, Nevada, issued a
"going concern" qualification on the Company's consolidated
financial statements for the year ended Dec. 31, 2012.  The
independent auditors noted that the Company has limited available
cash, has a working capital deficiency and will need to rely on a
funding agreement or secure new financing or additional capital in
order to pay its obligations which conditions raise substantial
doubt about the Company's ability to continue as a going concern.


CIRCUIT CITY: Settles LCD Price-Fixing Claims Against Sharp
-----------------------------------------------------------
Scott Flaherty of BankruptcyLaw360 reported that Circuit City
Stores Inc.'s liquidating trust has reached a settlement with
Sharp Corp. to resolve part of multidistrict antitrust litigation
over alleged price-fixing on liquid crystal display panels,
according to a filing in Virginia federal bankruptcy court.

According to the report, under the agreement, Sharp would pay an
undisclosed amount to the trust of bankrupt Circuit City to
resolve allegations that Sharp participated in a price-fixing
conspiracy along with several other LCD companies, according to a
filing in Circuit City's bankruptcy proceedings.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Va. Lead Case No. 08-35653) on Nov. 10, 2008.
InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, served as the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, acted as the Debtors' local counsel.
The Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel was Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC served as the Debtors' claims and voting
agent. The Debtors disclosed total assets of $3,400,080,000 and
debts of $2,323,328,000 as of Aug. 31, 2008.

Circuit City opted to liquidate its 721 stores and obtained the
Bankruptcy Court's approval to pursue going-out-of-business sales,
and sell its store leases in January 2009.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.

On Sept. 14, 2010, the Court entered an order confirming the
Debtors' Plan of Liquidation, which created the Circuit City
Stores, Inc. Liquidating Trust and appointed Alfred H. Siegel as
Trustee.  The Plan became effective Nov. 1, 2010.


COOPER BOOTH: June 21 Hearing Set Over Continued Access to Cash
---------------------------------------------------------------
The U.S. Bankruptcy Court has entered orders authorizing Cooper-
Booth Wholesale Company, L.P., et al., to use cash collateral
through June 22, 2013.

Judge Magdeline D. Coleman has entered four interim cash
collateral orders in the case, and will convene another hearing on
June 21 to consider whether to grant the Debtor further access to
cash collateral.

Use of cash collateral will be for the purpose of paying all
reasonable and necessary expenses related to the operation of
their respective businesses in accordance with the budget.  The
orders provide that the Debtors postpetition will solely purchase
tax stamps on a-cash-on-delivery basis.  The disbursements
authorized by the orders will not include any monies maintained in
any of the Debtors' accounts at PNC Bank.

To the extent of any diminution in the value of its prepetition
cash collateral, PNC Bank will receive replacement liens.

                   About Cooper-Booth Wholesale

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

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

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

Cooper Booth estimated assets of at least $50 million and
liabilities of at least $10 million as of the bankruptcy filing.
As of the Petition Date, the Debtors' total consolidated funded
senior debt obligations were approximately $10.7 million and
consisted of, among other things, $7.72 million owing on a
revolving line of credit facility, $2.83 million owing on a line
of credit for the purchase of equipment, and $166,000 due on a
corporate VISA Card.  PNC Bank asserts that a letter of credit
facility is secured by all personal property owned by Wholesale.
Unsecured trade payables totaled $22.8 million as of May 21, 2013.


CSD LLC: June 21 Hearing to Approve Plan Outline
------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will convene
a hearing on June 21, 2013, at 9:30 a.m., to consider the final
approval of the adequacy of information in the Disclosure
Statement explaining CSD LLC's Plan of Reorganization.

On May 20, the Court conditionally approved the Disclosure
Statement.  Objections, if any, were due June 14.  The deadline
for filing replies or declarations in support of final approval of
the Disclosure Statement or in support of confirmation of the Plan
is June 18.

Ballots accepting or rejecting the Plan are due June 18, and the
deadline for filing a ballot summary is June 19.

According to the Disclosure Statement, under the plan, all
creditors are paid 100 percent, most immediately, and one over
time.

Most payments, including Administrative Claims and Unsecured
Claims are made from the plan funding provided by the Plan funder
-- Lacy Harber, an entity affiliated with Lacy Harber to the Plan
Agent (Grant Lyon who is the current CRO of the Debtor.

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

                          About CSD LLC

Las Vegas, Nevada-based CSD, LLC, filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 12-21668) on Oct. 12, 2012, estimating
$50 million to $100 million in assets and $10 million to
$50 million in debts.  The petition was signed by Steven K.
Kennedy, manager of CSD Management, LLC, manager.

The Debtor owns 37.82 acres of land, seven houses, and an
equestrian facility, all located at 6629 S. Pecos Road, Las Vegas,
Nevada.  The Debtor purchased the property from Mr. Wayne Newton
and his wife, Kathleen, for $19.5 million to develop and operate a
museum/tourist attraction honoring the life and career of Wayne
Newton.  Situated on the purchased property is the current home of
the Newtons, known as "Casa de Shenandoah", which was to be used
to showcase Wayne Newton's memorabilia.  The museum remains
unopened.  DLH, LLC, which holds a 70% interest in the Debtor,
contributed nearly $60 million towards development of the museum.
DLH is a Nevada limited liability company, and its members are
Lacy Harber and Dorothy Harber.

Plans called for contributing $2 million toward the construction
of a new home for Mr. Newton on the acreage.  The new home hasn't
been built, so Mr. Newton still lives in the existing home, paying
minimal rent.

While the Debtor has made substantial expenditures towards the
development of the Newton Museum, the Debtor and the Newtons have
been involved in certain disputes regarding the development of the
museum.  The Debtor in May 2012 filed a lawsuit in Nevada state
court for fraud, civil conspiracy, and breach.  The Newtons filed
counterclaims.  Because of the deteriorating relationship of the
parties, it appears that it is no longer feasible for the parties
to move forward with the development of the museum.

On Aug. 9, 2012, the Debtor's committee members held an emergency
meeting and voted to dissolve the Debtor.  Though the Debtor has
sought approval in the state court proceedings to dissolve, that
matter is not scheduled to be heard until May 2013.

Because the Debtor is out of money and options, and because the
Debtor's prepetition secured lender, Neva Lane Acceptance, LLC, is
unwilling to lend any additional funds to the Debtor on a
prepetition basis, the majority of the committee members voted in
favor of the bankruptcy filing.  Although the Debtor is out of
cash, it claims that it has substantial equity in its property.

The Debtor has decided that a sale of the Debtor's property
pursuant to Section 363 of the Bankruptcy Code, followed by the
filing of a plan of liquidation, is the Debtor's best option for
maximizing the value of the property and maximizing the return to
the Debtor's creditors and interest holders.

James D. Greene, Esq., at Greene Infuso, LLP, in Las Vegas,
represents the Debtor.  The Debtor's CRO is Odyssey Capital Group,
LLC.


CYCLONE POWER: Receives $226,000 Funding From Tonaquint
-------------------------------------------------------
Cyclone Power Technologies, Inc., closed and received funding on a
$226,000 convertible promissory note with Tonaquint Inc.

The Note bears 10 percent interest with a 9.1 percent Original
Issuance Discount.  The Note matures in 15 months, with monthly
repayments of approximately $28,000 starting after seven months.
The principal amount of the Note can be converted by the Company
to common stock at a 30 percent discount to the three lowest
weighted average prices of the Company's common stock during the
previous 23 trading days; or by the Lender at a hard conversion
floor price of $0.10 per share, subject to price protection
provisions should the Company issue shares at a lower price.

The Lender also received 565,625 five-year warrants to purchase
shares of the Company's common stock at a price of $0.10 per
share, subject to price protection and cashless exercise
provisions.  Both the Note and warrant shares have piggy-back
registration rights.

                        About Cyclone Power

Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink
Sheets: CYPW) is a clean-tech engineering company, whose business
is to develop, commercialize and license its patented Rankine
cycle engine technology for applications ranging from renewable
power generation to transportation.  The Company is the successor
entity to the business of Cyclone Technologies LLLP, a limited
liability limited partnership formed in Florida in June 2004.
Cyclone Technologies LLLP was the original developer and
intellectual property holder of the Cyclone engine technology.

Cyclone Power disclosed a net loss of $3 million on $1.13 million
of revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $23.70 million on $250,000 of revenue in 2011.

Mallah Furman, in Mallah Furman, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company's dependence on outside financing, lack of sufficient
working capital, and recurring losses raises substantial doubt
about its ability to continue as a going concern.

The Company's balance sheet at March 31, 2013, showed $1.38
million in total assets, $4.14 million in total liabilities and a
$2.76 million total stockholders' deficit.


D&L ENERGY: Committee Taps BBP Partners as Financial Advisors
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of D&L Energy, Inc., et al., asks the Bankruptcy Court for
permission to retain BBP Partners LLC as it financial advisors.

BBP Partners will, among other things:

   a) review and analyze the Debtors' historical financial
      results and future projections, and assisting the Committee
      in assessing the Debtors' current financial condition;

   b) advise the Committee regarding strategic options available
      for the Debtors' business operations and assets; and

   c) advise the Committee regarding strategic options available
      for the Debtors'  business operations and assets.

Dave Wehrle -- dwehrle@bbppartners.com -- will be the primary
person working on matters and his hourly rate is $300.

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

                          About D&L Energy

D & L Energy has been involved in a number of joint ventures and
limited partnerships that drill, own, and operate conventional oil
and gas wells throughout Northeast Ohio and Northwest
Pennsylvania.  D&L has also been involved in the drilling,
construction, operation and ownership of saltwater injection wells
in the State of Ohio.  D&L has also been involved in marketing and
selling the "deep rights" to its oil and gas leases.

In early 2013, the then-principal of D&L, Ben Lupo, was accused of
violating the U.S. Clean Water Act by allegedly instructing
agents/employees of a separate entity to dump waste water in an
improper manner.  As a result of Mr. Lupo's alleged actions, the
Debtors were forced to incur substantial clean up costs.

D & L Energy, based in Youngstown, Ohio, and affiliate Petroflow,
Inc., filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Lead Case
No. 13-40813) on April 16, 2013.  Judge Kay Woods oversees the
case.  Kathryn A. Belfance, Esq., at Roderick Linton Belfance,
LLP, serves as the Debtors' counsel, and Walter Haverfield, LLP,
is the environmental counsel.  The Debtor disclosed $41,015,677 in
assets and $6,185,158 in liabilities as of the Chapter 11 filing.

Daniel M. McDermott, U.S. Trustee for Region 9, appointed seven
creditors to serve in the Official Committee of Unsecured
Creditors.  The Committee tapped Squire Sanders (US) LLP as its
legal counsel, and BBP Partners LLC as it financial advisors.


DAIS ANALYTIC: T. Tangredi Held 19% Equity Stake at May 30
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Timothy N. Tangredi and Patricia K. Tangredi
disclosed that, as of May 30, 2013, they beneficially owned
13,110,447 shares of common stock of Dais Analytic Corp.
representing 19.1 percent of the shares outstanding.  The
reporting persons previously disclosed beneficial ownership of
10,835,916 common shares or 25.59 percent equity stake at Dec. 29,
2010.  A copy of the amended regulatory filing is available at:

                       http://is.gd/ic1j11

                       About Dais Analytic

Odessa, Fla.-based Dais Analytic Corporation has developed and
patented a nano-structure polymer technology, which is being
commercialized in products based on the functionality of these
materials.  The initial product focus of the Company is ConsERV,
an energy recovery ventilator.  The Company also has new product
applications in various developmental stages.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Cross, Fernandez & Riley LLP, in
Orlando, Florida, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses since
inception and has a working capital deficit and stockholders'
deficit of $3.22 million and $4.90 million at Dec. 31, 2011.

The Company reported a net loss of $2.33 million in 2011,
compared with a net loss of $1.43 million in 2010.  The Company's
balance sheet at March 31, 2013, showed $1.08 million in total
assets, $4.26 million in total liabilities and a $3.18 million
total stockholders' deficit.


DETROIT, MI: Emergency Manager Makes Presentation to Creditors
--------------------------------------------------------------
Nick Carey and Tom Hals, writing for Reuters, report that Kevyn
Orr, the city of Detroit's emergency manager, told reporters on
Friday there was a 50/50 chance of bankruptcy for Detroit, which
would be a first for a major U.S. city.  At the same time, he
insisted this was "not a jaded effort just to go through the
process to get to a bankruptcy filing."

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Mr. Orr scheduled closed-door meeting with creditor
and union representatives in a suburb June 14.

In an earlier report, Reuters relates Mr. Orr has dropped hints
that creditors would fare better by compromising now rather than
in court should he opt to file what would be the biggest municipal
bankruptcy in U.S. history.

According to Reuters, Mr. Orr made a presentation to Detroit's
creditors on Friday.  There was a forceful start to negotiations
with debtholders at a Detroit hotel on Friday, with the city
saying it would stop making payments on some of its $18.5 billion
in debt, which would put it in default.  Mr. Orr also presented a
proposal on Friday to creditors, bondholders, pension funds and
union representatives, laying out his case for concessions from
them in a plan that ran to 134 pages.

According to Reuters, at a minimum, Mr. Orr's opening move could
be seen as part of a checklist he needs to tick off to meet legal
requirements needed to declare a bankruptcy for Detroit.  But some
restructuring experts see in Mr. Orr's approach an attempt to put
together a pre-packaged bankruptcy, a strategy that has been
adopted for Chapter 11 bankruptcies in the corporate world but
never before used for a municipality seeking Chapter 9 bankruptcy
protection.

"Kevyn Orr is a bankruptcy lawyer and he's going down a checklist
of the things he needs to do," said Michael Sweet, an attorney at
Fox Rothschild who helped the city of Richmond, California,
restructure its finances to avoid bankruptcy, according to
Reuters. "He's keeping all the options on the table."

"He (Orr) will get a pre-packaged plan," said James McTevia of
Michigan-based consulting firm McTevia & Associates, Reuters
notes. "But it will be contentious and it will cost a lot."

"Ultimately, given the size of Detroit, the scale of its problems
and the number of issues involved, this could go all the way to
the Supreme Court."

Reuters relates that those who have worked with Orr said he knew
how to zero in on an adversary's pressure points and narrow their
options. They cited his decision to make one presentation to all
creditors on Friday.

"If you want to do it right, you get all creditors in the same
room and you tell the story one time so there's no
misunderstanding," said Pat O'Keefe, president of O'Keefe and
Associates, a turnaround firm based in the Detroit suburbs,
Reuters relates.  Mr. O'Keefe added he expected Mr. Orr "will try
to get some pre-negotiation done with creditors, then use Chapter
9 to implement his plan."  He noted that Mr. Orr's warning on
Friday to reporters that Detroit should know "within the next 30
days or so" if it can avoid bankruptcy could serve as one more
proof of "good faith" if he does file for Chapter 9.

Reuters notes pre-packaged bankruptcy using Chapter 11 was
pioneered by Jay Goffman, Esq., of law firm Skadden, Arps, Slate,
Meagher & Flom in New York. He said it could work for
municipalities.  "Whether it is a city or state or county, there's
no reason that you can't get smart people together, figure out the
right solutions from a business standpoint and essentially prepack
the solution," Mr. Goffman said.

But getting everyone on board for a pre-packaged plan is easier
said than done, said Douglas Bernstein, a bankruptcy attorney at
Plunkett Cooney in the Detroit area, according to Reuters.  "When
it comes to a pre-packaged plan, the big question is whether he
(Orr) would have enough acceptance going into court," he said. "He
would need sufficient votes from all the creditor classes and that
will not be easy."

Reuters says one problem is that Detroit's creditors or
stakeholders have different priorities.  The main areas of
uncertainty surround its unions and pension funds, which may not
have much bargaining room and may feel their best chance lies in
bankruptcy proceedings rather than a negotiated pre-packaged deal.

"It's quite possible that we will see infighting between Detroit's
creditors," said John Pottow, a University of Michigan law
professor who specializes in bankruptcy, the Reuters report says.
"My heart says that Kevyn Orr will be able to get everyone around
a table and hammer out a deal," Mr. Pottow said. "But my brain
says that he is going to have no choice but to file" for Chapter
9.

According to the report, Mr. Orr has options available to him that
can give him leverage over the competing groups. If he goes to
bankruptcy court as the sole representative of Detroit, experts
say he would have more options and power, which he alluded to
publicly last week.

Reuters recounts that Mr. Orr, at his first meeting with the
public Monday last week, said, "I have a very powerful statute,"
referring to Michigan's new emergency manager law.  "I have an
even more powerful Chapter 9. I don't want to use it, but I am
going to accomplish this job. That will happen."


DETROIT, MI: Fitch Cuts COPs & ULTGO's Ratings to 'C'
-----------------------------------------------------
Fitch Ratings has downgraded the following Detroit, Michigan
ratings, citing imminent default:

-- Approximately $411 million unlimited tax general obligation
   (ULTGO) bonds to 'C' from 'CCC';

-- Approximately $202.8 million limited tax general obligation
   (LTGO) bonds to 'C' from 'CC';

-- Approximately $1.5 billion pension obligation certificates of
   participation (COPs) series 2005-A, 2006-A, and 2006-B issued
   through the Detroit Retirement Systems Funding Trust, Michigan
   to 'C' from 'CC'.

Fitch has placed the following Detroit, MI revenue bond ratings on
Rating Watch Negative:

-- The 'BBB+' rating on approximately $1.9 billion senior lien
   water revenue bonds;

-- The 'BBB' rating on approximately $1.1 billion second lien
   water revenue bonds.

-- The 'BBB+' rating on approximately $1.9 billion senior lien
   sewer revenue bonds;

-- The 'BBB' rating on approximately $974 million second lien
   sewer revenue bonds.

Security

ULTGO bonds are supported by the city's unlimited property tax
pledge. LTGO bonds are a first budget obligation. Pension COPs are
unconditional contractual obligations of the city, not subject to
appropriation. If the city fails to make a COP debt service
payment, the contract administrator may file a lawsuit against the
city to enforce the obligation, and a court can compel the city to
raise the payment through the levy of taxes without limit as to
rate or amount pursuant to Michigan law.

Senior lien water revenue bonds are secured by a first lien on net
revenues of the city's water system. Second lien water revenue
bonds are secured by a second lien on net system revenues after
payment of senior lien bonds.

Senior lien sewer revenue bonds are secured by a first lien on net
revenues of the city's sewer system. Second lien bonds are secured
by a second lien on net system revenues after payment of senior
lien bonds.

KEY RATING DRIVERS

DOWNGRADE REFLECTS IMMINENT DEFAULT: The downgrade to 'C' on the
city's ULTGO, LTGO and COPs reflects the Emergency Manager's (EM)
Proposal for Creditors (proposal), released today, stating that
the city will not make the debt service payment on the pension
COPs due today. The proposal further calls for a distressed debt
exchange for ULTGO and LTGO bonds; Fitch would consider such an
exchange to be a default.

RATING WATCH REFLECTS UNCERTAINTY: The Rating Watch Negative on
senior and subordinate water and sewer revenue bonds reflects
heightened uncertainty around water and sewer fund debt given its
inclusion in the EM's proposal.

RATING SENSITIVITIES

ULTGO; LTGO AND COPS: The rating will be downgraded to 'D' upon
payment default or upon the execution of a distressed debt
exchange that does not result in full and timely payment according
to the original terms promised.

REVENUE BONDS: Rating action will follow further clarification
from the city and/or EM regarding their intentions for senior and
subordinate water and sewer revenue bond debt service payments.


DETROIT, MI: S&P Cuts City's Credit Rating
------------------------------------------
Reuters reported that as Detroit prepares to discuss with
creditors how to avoid bankruptcy, Standard and Poor's Ratings
Services lowered the city's rating by four notches to CCC minus.

According to the report, the downgrade from B, which affects both
general obligation bonds and pension obligation certificates, is
based on recent announcements from the city's emergency financial
manager "that Detroit may take steps to adjust payments to
bondholders," said Standard & Poor's credit analyst Jane Hudson
Ridley in a statement.

The outlook is negative, reflecting expectations that within a
year further downgrade are possible, the report said. A rating of
C is reserved for entities that have actually filed for
bankruptcy, while D ratings are for actual defaults.

"Should Detroit move to restructure its debt with principal
reductions or other changes that negatively affect the full or
timely payment to bondholders" or in any other deal under which
investors will get less than originally promised "we would view
this as a selective default," the rating agency said, the report
related.

Kevyn 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 noted. According to
media reports Orr may propose heavy "haircuts" to bondholders.


DOCTORS COMMUNITY: Fitch Lowers Rating on $82.67MM Bonds to 'BB+'
-----------------------------------------------------------------
Fitch Ratings has downgraded to 'BB+' from 'BBB-'the following
bonds issued by Maryland Health and Higher Education Facilities
Authority issued on behalf of Doctors Community Hospital:

-- $82,670,000 fixed rate bonds, series 2010
-- $66,180,000, fixed rate bonds, series 2007A

Fitch's analysis is based on Doctors Community Hospital and
Subsidiaries (DCH). The obligated group is the hospital only. The
hospital accounted for 99% of total assets and 91% of total
revenue of the entire entity in 2012.

The Rating Outlook is revised to Stable from Negative.

SECURITY

The bonds are secured by a pledge of all receipts, a mortgage on
the hospital, and a debt service reserve fund.

KEY RATING DRIVERS

CONTINUED WEAK FINANCIAL PROFILE: Although DCH's financial
performance has remained relatively consistent, the rating
downgrade is predicated on DCH's failure to improve performance,
which was expected at the time of Fitch's last review. DCH's
overall financial profile is more characteristic of a below
investment grade credit. Of particular concern is DCH's liquidity,
which did not rebuild after the payment of swap termination
settlement fees in 2011 and lower capital spending following the
completion of major capital projects in 2010. Liquidity metrics
steadily deteriorated over the last four years and through the
nine-month interim period ended March 31, 2013.

DECLINE IN PROFITABILITY: Operating margin in fiscal 2012 dropped
to negative 0.1% from positive 1.1% in fiscal 2011. Some of the
decline was due to the timing of payments from the state related
to the readmissions reduction program, which were later recognized
in fiscal 2013. However, despite significant one-time revenue
gains in fiscal 2013, operating margin remained low at 1.3%
through the interim period. The hospital is expected to end fiscal
2013 with a $1 million operating income, which includes about $7
million of one-time revenues. This results in a significant gap
for fiscal 2014's operating performance and management is
identifying various expense savings initiatives in addition to
revenue growth enhancements.

ADEQUATE DEBT SERVICE COVERAGE: Maximum annual debt service (MADS)
coverage by operating EBITDA was relatively stable at 1.7x in
fiscal 2012 and 1.9x for the nine month interim period.

STATE LEVEL REVENUE PRESSURES: The Medicare waiver test, which
allows the state of Maryland to operate a rate regulated
environment for hospitals is at risk and has resulted in low rate
increases to hospitals over the last several years. The design of
the new waiver test is under development and it is unclear how
future reimbursement will be determined. However, the state
recently announced a 1.65% increase for fiscal 2014, which is at a
higher level than in prior years.

RATING SENSITIVITIES

IMPROVE FINANCIAL PERFORMANCE: A return to an investment grade
rating will be dependent on DCH's ability to improve operating
performance and build liquidity. The organization has several
strategies underway, which could result in improved profitability.
Deterioration in performance could lead to further negative rating
action.

CREDIT PROFILE

The rating downgrade to 'BB+' from 'BBB-' reflects an overall weak
financial profile that is more consistent with a below investment
grade rating. Following the completion of its capital projects and
an $18.1 million swap termination payment, it was Fitch's
expectation that liquidity would begin recovering in 2012.
However, total cash and investments of $36.0 million at March 31,
2013 reflect a persistent decline over the last several fiscal
years, which was partially driven by a computer conversion. Days
cash on hand of 70.2, 3.3x cushion ratio, and 23.5% cash to debt
compare unfavorably against Fitch's 'BBB' medians of 139 days,
9.4x, and 82.7% . While capital needs are manageable at around $3
million annually, liquidity growth will require improvement in
cash flow from current levels.

In Maryland, the reimbursement for essentially all Medicare and
Medicaid inpatient services is determined by the Maryland Health
Services Cost Review Commission (HSCRC) under an agreement with
the Centers for Medicare and Medicaid Services (CMS). This
agreement includes meeting a Medicare waiver test, which
demonstrates that the rate of increase for cost per hospital
inpatient admission is below the national average. A new waiver
test is under development but it is unclear how future
reimbursement will be determined and when this will be finalized.
Rate increases have been suppressed in recent years and was 0.3%
in 2013. The 1.65% increase in 2014 is much higher than in recent
years and should help revenue growth. DCH's small revenue base
amplifies credit concerns going forward.

In 2012, DCH joined Maryland's Admissions-Readmissions Revenue
(ARR) program, which provided financial incentives to reduce
readmissions. While DCH successfully executed significant
reductions, operating profitability declined to negative 0.1% in
fiscal 2012 from 1.1% in fiscal 2011 due to $3.6 million of
undercharging of services. DCH was later reimbursed for the
undercharges and an additional $3.6 million was built into its
permanent rate structure in fiscal 2013. Despite this,
profitability has been pressured by the overall reduction in
admissions, which was down 11% through the interim period compared
the same prior year period. Operating income through the 9-month
interim period was $1.9 million (1.3% operating margin), which
included $4.6 million of meaningful use funds and the $3.6 million
one-time payment related to ARR. Management projects operating
income in fiscal 2013 to be around $1 million for the hospital
(0.5% operating margin).

Given that several one-time revenues supported profitability in
2013, DCH has a fairly large gap to arrive to breakeven in fiscal
2014. The rate increase of 1.65% goes into effect on July 1, 2013,
and should provide an additional $2 - 3 million in revenues. Also,
DCH is in the process of finalizing an affiliation with an
orthopedic group, which should result in increased surgical volume
and revenues of about $3 million. Several expense reductions have
been identified including supply-chain management, hiring freezes,
and closing unprofitable services.

DCH is located in a fairly competitive market; however, management
indicated that market share has remained stable despite the
decline in admissions. Longer term capital needs include a
renovation of its operating rooms. DCH maintains $11 million of
bond funds for future capital projects.

As of March 31, 2013, long-term debt totaled $153.4 million. MADS
as a percentage of revenues of 5.4% and debt to EBITDA of 7.5x
reflect a very high debt burden even for a below-investment grade
category rating. However, supporting the high debt burden is
decent MADS coverage by operating EBITDA is adequate at 1.7x in
fiscal 2012 and 1.9x through the 9-month interim. All debt is
fixed rate and there are no swaps outstanding.

DCH is a 219 licensed bed hospital located in Lanham, MD, a suburb
of Washington D.C. In fiscal 2012, DCH and subsidiaries had total
operating revenue of $194.6 million. DCH covenants to provide
quarterly financial information 45 days after quarter end and
annual financial information within 120 days of fiscal year end
via the Municipal Securities Rulemaking Board's EMMA system.


DUMA ENERGY: Prepares Aerial Gravity & Magnetics in Namibia
-----------------------------------------------------------
Duma Energy Corp. said that the tender process for its upcoming
Aerial Gravity and Magnetics program over Blocks 1714A, 1715,
1814A, 1815A in the Owambo Basin of Northern Namibia has been
completed by the operator Hydrocarb Energy Corporation.  The
entire 5.3 million acre concession, approximately the size of
Massachusetts, will be covered with high resolution gravity and
magnetics which will enable the company to program a regional
reconnaissance 2D seismic grid to be acquired early 2014.

Duma Energy Corp. and its partner Hydrocarb Energy Corporation
have already performed an extensive geologic and geochemical field
survey on their concession confirming the presence of crude oil
from a probable carbonate source.  This was according to a study
performed by Weatherford Laboratories of Houston, Texas.  In
addition to the upcoming Gravity and Magnetics program, the
existing 2D legacy seismic data that currently exists over the
concession is in the process of being reprocessed.  Eighty-five
percent of the concession is totally unexplored since less than 15
percent of the concession has seismic data coverage.

Pasquale Scaturro, Hydrocarb's President stated, "We are moving
forward on our Namibia exploration project and activity will
accelerate as we obtain more modern data.  I believe we have the
opportunity to open up a new petroleum province with potential
reserves in excess of the 1 billion barrels of resource estimate
that has been assigned to the Oponono Prospect in Block 1815A in
the southeast portion of the concession area."

The Concession is owned and operated 51 percent by Hydrocarb, Duma
Energy (OTCQB:DUMA) with 39 percent, and NAMCOR with 10 percent.

                         About Duma Energy

Corpus Christi, Tex.-based Duma Energy Corp. --
http://www.duma.com/-- formerly Strategic American Oil
Corporation, is a growth stage oil and natural gas exploration and
production company with operations in Texas, Louisiana, and
Illinois.  The Company's team of geologists, engineers, and
executives leverage 3D seismic data and other proven exploration
and production technologies to locate and produce oil and natural
gas in new and underexplored areas.

Duma Energy incurred a net loss of $4.57 million for the year
ended July 31, 2012, compared with a net loss of $10.28 million
during the prior fiscal year.

The Company's balance sheet at Jan. 31, 2013, showed
$26.06 million in total assets, $15.15 million in total
liabilities and $10.90 million in total stockholders' equity.


E-DEBIT GLOBAL: To Sell 90% Stake in E-Debit Int'l to Winsoft
-------------------------------------------------------------
E-Debit Global Corporation signed Purchase and Sales Agreements
with Toronto based electronic payment and card product system
developer Winsoft Technology Solutions, Inc., including an
associated investment group 2361514 Ontario Inc. and Edmonton
based investment group CPM Networks Inc. to collectively purchase
90 percent of the issued and outstanding shares of all classes of
E-Debit International Inc., currently held by E-Debit Global
Corporation

"As previously announced on November 9, 2012 the Corporation has
continued with its efforts to maximize the value of its current
subsidiary assets in order to further the substantial business and
corporate platforms which has been developed over the past seven
years," advises Doug Mac Donald, the Corporation's president and
CEO.

"With the introduction of electronic payment and card product
systems developer, Winsoft we now have the technology partner
necessary to build on the payment platform which E-Debit
International Inc. has been developing and allows for the
expansion of the E-Debit card product program and our other gift
platforms we have held in development during the past several
years.  Combined with the two investment partners, E-Debit
International can now move forward and quickly.

Terms and conditions of the sale, leave E-Debit with a Perpetual
Royalty Grant of 3.66 percent of E-Debit International Inc. net
sales as well as a Perpetual Group Link share position of 10
percent with Board of Director appointment of a minimum of 20
percent.  Winsoft will take an Initial Royalty Grant of 7.25
percent of E-Debit International Inc. net sales until receipt of
$550,000Cdn at which time Winsoft will receive a Perpetual Royalty
Grant of 3.66 percent of E-Debit International Inc. net sales as
well as a Perpetual Group Link share position of 10 percent of the
issued and outstanding shares of all classes of E-Debit
International Inc.

The two investment partners 2361515 Ontario Inc. and CPM Networks
Inc. will hold collectively 80 percent of the issued and
outstanding shares of all classes of E-Debit International Inc.,
and will immediately repay $287,500Cdn (approximately 50 percent)
of the outstanding shareholder loans held by the Corporation.
2361515 Ontario and CPM Networks have agreed to supply further
financial support to E-Debit International Inc. of an additional
$287,500 for further development and business operations with
agreement that the Corporation will carry the balance of its
shareholder loan of approximately $287,500 until repayment of the
two Investment partners additional funding is made.  Further
agreements between current shareholder partners retain the current
management of E-Debit for the next 12 months to ensure continuity
of the E-Debit International Inc. business operations and plan.

"This is the second stage of our financial and operational
partnering effort to allow for the expansion and growth of our
subsidiary business operations and we are moving back to our
originating business model which was and will now continue to be
the supplying of value added investment and management support
needed to build and grow the great opportunities which we believe
meet or will exceed our expectations within the financial services
business segment.

"Our strength is in our ability to supply or bring this support to
our current subsidiaries and then hand over the ongoing daily
business operations to a motivated ownership and management group
while retaining a continual equity and revenue position for the
Corporation's participation in the development of the business
operations," added Mr. Mac Donald.

                        About E-Debit Global

Calgary, Canada-based E-Debit Global Corporation's primary
business is the sale and operation of cash vending (ATM) and point
of sale (POS) machines in Canada.

As reported in the TCR on April 23, 2012, Schumacher & Associates,
Inc., in Littleton, Colorado, expressed substantial doubt about E-
Debit Global's ability to continue as a going concern, citing the
Company's net losses for the years ended Dec. 31, 2012, and 2011,
and working capital and stockholders' deficits at Dec. 31, 2012,
and 2011.

The Company's balance sheet at March 31, 2013, showed
US$1.2 million in total assets, US$3.4 million in total
liabilities, and a stockholders' deficit of US$2.2 million.


EAGLE POINT: Bankruptcy Court Enters Final Decree Closing Case
--------------------------------------------------------------
The Hon. Thomas M. Rem of the U.S. Bankruptcy Court for the
District of Oregon entered an order closing the Chapter 11 case of
Eagle Point Developments LLC.

The Court also ordered that:

   1. the Court will retain jurisdiction over any adversary
      proceeding(s) pending at the time of closure;

   2. upon completion of all payments under the Plan the Debtor
      must file a motion to reopen the case, pay the required
      reopening fee (if the case is closed at the time) and
      contemporaneously file a motion for entry of discharge.

As reported by the Troubled Company Reporter on April 19, 2013,
the Court entered an amended order confirming Arthur C. Galpin and
Eagle Point Developments' Second Amended Joint Plan of
Reorganization, dated Sept. 28, 2012.  A copy of the Second
Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/eaglepoint.doc188.pdf

                  About Eagle Point Developments

Eagle Point Developments, in Medford, Oregon, developed the Eagle
Point Golf Course, which was built in 1996.  Eagle Point filed for
Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 12-60353) on
Feb. 1, 2012.  Judge Thomas M. Renn oversees the case, taking over
from Judge Frank R. Alley III.  Sussman Shank LLP serves as
bankruptcy attorneys.  The petition was signed by Arthur Critchell
Galpin, managing member.

Eagle Point's case is jointly administered with Mr. Galpin's
personal bankruptcy case (Bankr. D. Ore. Case No. 12-60362), which
is the lead case.  In schedules, Mr. Galpin disclosed total assets
of $35.7 million and total liabilities of $51.7 million.

The U.S. Trustee said that an official committee has not been
appointed in the bankruptcy cases of the Debtors.


EASTMAN KODAK: Sony, Nikon Skeptical of $650MM Spinoff Plans
------------------------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that Sony Corp., Nikon
Corp., Hewlett-Packard Co. and others all filed limited objections
to bankrupt Eastman Kodak Co.'s $650 million plan to spin off its
document imaging business to its British retirees, saying they
wanted to make sure their patent infringement claims are
preserved.

According to the report, the more than a dozen companies filing
objections said they wanted to protect their rights and existing
litigation over digital imaging patents, but that those
protections weren't clear in the proposed framework to sell
Kodak's document imaging business to its largest creditor.

                      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: Several Parties Object to UK Pension Fund Deal
-------------------------------------------------------------
STWB Inc. and several other creditors of Eastman Kodak Co. are
trying to block efforts by the company to get court approval of a
deal with its U.K. pension fund.

Kodak filed documents last month asking U.S. Bankruptcy Judge
Allan Gropper to approve an agreement with Kodak Pension Plan to
resolve the biggest unsecured claim in its bankruptcy case.  Under
the deal, the company agreed to sell its personalized imaging and
document imaging businesses for $650 million to settle the pension
fund's $2.8 billion of claims.

STWB, one of Kodak's largest unsecured creditors, said the
settlement is not fair to other groups of unsecured creditors who
would only receive stock under Kodak's restructuring plan.

"The settlement, if approved, would transfer two going concern
business units to a class of unsecured creditors while other
classes of unsecured creditors may receive...only stock in
reorganized Kodak," STWB said.

The proposed deal "seeks to preempt the Bankruptcy Code's
distribution scheme in favor of its own," according to STWB, which
asserts a $250 million claim against Kodak.

STWB suggested that the personalized imaging and document imaging
businesses should be sold at a public auction to find out whether
the value received is "fair and reasonable."

Shutterfly Inc., the buyer of Kodak's online photo-sharing and
printing business sold last year for $23.8 million, also
criticized the deal.

Shutterfly wants clarification that the settlement won't affect
the case it filed against Kodak where it asked the bankruptcy
judge to enjoin the company from operating a service known as "My
Kodak Moments App."

The proposed settlement also drew flak from tech firms and various
other companies, including Nikon Corp., Canon Inc., Carestream
Health Inc., Dai Nippon Printing Co. Ltd., Hewlett-Packard, IBM
Corp., IMAX Corp., Intel Corp., LG Display Co. Ltd., LG
Electronics Inc., Nokia Corp., Oracle America Inc., Ricoh, Seiko
Epson Corp. and Sony.

The companies expressed concern over the potential impact of the
proposed deal on their rights under their respective license
agreements with Kodak.  Most of these companies are opposing the
transfer of patents and rights under the contracts "free and
clear" of their rights, claims or other interests.

Judge Gropper will hold a hearing on June 20 to consider approval
of the settlement agreement.

Canon Inc. is represented by:

         Eric Lopez Schnabel
         Jessica Mikhailevich
         DORSEY & WHITNEY LLP
         51 West 52nd Street
         New York, New York 10019
         Tel: (212) 415-9200
         Fax: (212) 953-7201

               - and -

         Monica Clark
         Elizabeth Hulsebos
         DORSEY & WHITNEY LLP
         50 South Sixth Street, Suite 1500
         Minneapolis, MN 55402-1498
         Tel: (612) 340-2600
         Fax: (612) 340-2868

Carestream Health, Inc. is represented by:

         William H. Schrag
         THOMPSON HINE LLP
         335 Madison Avenue ? 12th Floor
         New York, NY 10017-4611
         Tel: (212) 344-5680 Telephone
              (212) 344-6101 Facsimile
         E-mail: William.Schrag@ThompsonHine.com

               - and -

         Alan R. Lepene
         THOMPSON HINE LLP
         3900 Key Center
         127 Public Square
         Cleveland, OH 44114-1291
         Tel: (216) 566-5500
         Fax: (216) 566-5800
         E-mail: Alan.Lepene@ThompsonHine.com

Dai Nippon Printing Co., Ltd. is represented by:

         Norman S. Rosenbaum
         Alexandra Steinberg Barrage
         MORRISON & FOERSTER LLP
         1290 Avenue of the Americas
         New York, NY 10104-0050
         Tel: (212) 468 8000
         Fax: (212) 468 7900
         E-mail: nrosenbaum@mofo.com
                 abarrage@mofo.com

               -and-

         G. Larry Engel
         Vincent J. Novak
         MORRISON & FOERSTER LLP
         425 Market Street
         San Francisco, CA 94105-2383
         Tel: (415) 268 7000
         Fax: (415) 268 7522
         E-mail: lengel@mofo.com
                 vnovak@mofo.com

Hewlett-Packard is represented by:

         Ellen A. Friedman
         Stefanie A. Elkins
         FRIEDMAN & SPRINGWATER LLP
         33 New Montgomery Street, Suite 290
         San Francisco, California 94105
         Telephone Number: (415) 834-3800
         Facsimile Number: (415) 834-1044

IBM Corporation is represented by:

         Steven W. Meyer, Minn. #160313
         Tyler K. Olson, Minn. #391350
         OPPENHEIMER WOLFF & DONNELLY LLP
         222 South Ninth Street, Suite 2000
         Minneapolis, Minnesota 55402
         Tel: (612) 607-7000
         Fax: (612) 607-7100

IMAX Corporation is represented by:

         Ron E. Meisler
         Carl T. Tullson
         SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
         155 North Wacker Drive
         Chicago, Illinois 60606

Intel Corporation is represented by:

         Norman S. Rosenbaum
         Kristin A. Hiensch
         MORRISON & FOERSTER LLP
         1290 Avenue of the Americas
         New York, NY 10104-0050
         Tel: (212) 468 8000
         Fax: (212) 468 7900
         E-mail: nrosenbaum@mofo.com
                 khiensch@mofo.com

               - and -

         G. Larry Engel
         Vincent J. Novak
         MORRISON & FOERSTER LLP
         425 Market Street
         San Francisco, CA 94105-2383
         Tel: (415) 268 7000
         Fax: (415) 268 7522
         E-mail: lengel@mofo.com
                 vnovak@mofo.com

LG Display Co., Ltd. is represented by:

         Menachem O. Zelmanovitz
         Patrick D. Fleming
         MORGAN, LEWIS&BOCKIUS LLP
         101 Park Ave.
         New York, New York 10178
         Tel.: (212) 309-6000
         Fax: (212) 309-6001

LG Electronics Inc. is represented by:

         Richard L. Epling
         Samuel S. Cavior
         PILLSBURY WINTHROP SHAW PITTMAN LLP
         1540 Broadway
         New York, New York 10036
         Tel: (212) 858-1000
         Fax: (212) 858-1500
         E-mail: richard.epling@pillsburylaw.com
                 samuel.cavior@pillsburylaw.com

               - and -

         Philip S. Warden
         PILLSBURY WINTHROP SHAW PITTMAN LLP
         Four Embarcadero Center, 22nd Floor
         San Francisco, CA 94111
         Tel: (415) 983-1000
         Fax: (415) 983-1200
         E-mail: philip.warden@pillsburylaw.com

Nikon Corporation is represented by:

         Norman S. Rosenbaum
         Kristin A. Hiensch
         MORRISON & FOERSTER LLP
         1290 Avenue of the Americas
         New York, NY 10104-0050
         Tel: (212) 468-8000
         Fax: (212) 468-7900
         E-mail: nrosenbaum@mofo.com
                 khiensch@mofo.com

               - and -

         G. Larry Engel
         Vincent J. Novak
         MORRISON & FOERSTER LLP
         425 Market Street
         San Francisco, CA 94105-2383
         Tel: (415) 268-7000
         Fax: (415) 268-7522
         E-mail: lengel@mofo.com
                 vnovak@mofo.com

Nokia Corporation is represented by:

         John W. Spears
         ALSTON & BIRD LLP
         90 Park Avenue
         New York, New York 10016
         Tel: 212-210-9400

               - and -

         William S. Sugden
         Jonathan T. Edwards
         ALSTON & BIRD LLP
         1201 W. Peachtree St.
         Atlanta, Georgia 30309-3424

Oracle America, Inc. is represented by:

         Amish R. Doshi, Esq.
         Magnozzi & Kye, LLP
         23 Green Street, Suite 302
         Huntington, New York 11743
         Tel: (631) 923-2858
         E-mail: adoshi@magnozzikye.com

               - and -

         Shawn M. Christianson, Esq. (CSB #114707)
         Craig C. Chiang, Esq. (CSB #209602)
         BUCHALTER NEMER, P.C.
         55 Second Street, 17th Floor
         San Francisco, California 94105-2126
         Tel: (415) 227-0900

               - and -

         Deborah Miller (CSB #95527)
         Katrina M. Garibaldi (CSB #268498)
         ORACLE AMERICA, INC.
         500 Oracle Parkway
         Redwood City, California 94065
         Tel: (650) 506-5200

Ricoh is represented by:

         Xochitl S. Strohbehn
         QUINN EMANUEL URQUHART & SULLIVAN, LLP
         51 Madison Avenue, 22nd Floor
         New York, NY 10010
         Tel: (212) 849-7000
         Fax: (212) 849-7100

               - and -

         Eric Winston
         Rachel Appleton
         QUINN EMANUEL URQUHART & SULLIVAN, LLP
         865 South Figueroa, 10th Floor
         Los Angeles, CA 90017
         Tel: (213) 443-3000
         Fax: (213) 443-3100

               - and -

         David Eiseman
         QUINN EMANUEL URQUHART & SULLIVAN, LLP
         1299 Pennsylvania Ave. NW, Suite 825
         Washington, DC 20004
         Tel: (202) 538-8000
         Fax: (202) 538-8100

Seiko Epson Corporation is represented by:

         Benjamin I. Finestone
         Xochitl S. Strohbehn
         QUINN EMANUEL URQUHART & SULLIVAN, LLP
         51 Madison Avenue, 22nd Floor
         New York, New York 10010
         Tel: (212) 849-7000
         Fax: (212) 849-7100
         E-mail: benjaminfinestone@quinnemanuel.com
                 xochitlstrohbehn@quinnemanuel.com

               - and -

         Harold Barza
         Eric Winston
         QUINN EMANUEL URQUHART & SULLIVAN, LLP
         865 South Figueroa, 10th Floor
         Los Angeles, CA 90017
         Tel: (213) 443-3000
         Fax: (213) 443-3100
         E-mail: halbarza@quinnemanuel.com
                 ericwinston@quinnemanuel.com

Shutterfly, Inc. is represented by:

         William P. Weintraub
         Eamonn O'Hagan
         STUTMAN, TREISTER & GLATT P.C.
         675 Third Avenue, Suite 2216
         New York, New York 10017-5714
         Tel: (212) 235-0800
         Fax: (212) 235-0848

Sony is represented by:

         Arthur H. Aizley
         John Seybert
         SEDGWICK LLP
         125 Broad Street, 39th Floor New York,
         New York 10004 Tel:
         Tel: (212) 422-0202
         Fax: (212) 422-0925

               - and -

         Lillian G. Stenfeldt
         Robert S. Gebhard
         SEDGWICK LLP
         333 Bush Street, 30th Floor
         San Francisco, California 94104
         Tel: (415) 781-7900
         Fax: (415) 781-2635

STWB Inc. is represented by:

         William E. Kelleher, Jr.
         Thomas D. Maxson
         COHEN & GRIGSBY, P.C.
         625 Liberty Avenue
         Pittsburgh, PA 15222-3152
         Tel: (412) 297-4900
         Fax: (412) 209-1997
         E-mail: wkelleher@cohenlaw.com
                 tmaxson@cohenlaw.com

               -and-

         Patrick J. Orr
         KLESTADT & WINTERS, LLP
         570 Seventh Avenue 17th Floor
         New York, NY 10018-6314
         Tel: (212) 972-3000
         Fax: (212) 972-2245
         E-mail: porr@klestadt.com

                      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: Nokia Files Objection to Disclosure Statement
------------------------------------------------------------
Nokia Corp. filed an objection to the disclosure statement
describing Eastman Kodak Co.'s proposed Chapter 11 reorganization
plan.

In a June 13 filing, Nokia demands full disclosure regarding the
effect of the plan on its rights, licenses, claims, defenses or
other interests under its various agreements with Kodak, including
a patent license agreement dated Sept. 30, 2008.

U.S. Bankruptcy Judge Allan Gropper will hold a hearing on June 25
to consider approval of the disclosure statement.

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.

Nokia Corp. is represented by:

      John W. Spears
      ALSTON & BIRD LLP
      90 Park Avenue
      New York, New York 10016
      212-210-9400

               -and-

     William S. Sugden
     Jonathan T. Edwards
     ALSTON & BIRD LLP
     1201 W. Peachtree St.
     Atlanta, Georgia 30309-3424

                      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.


ECI OF WASHINGTON: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: ECI of Washington, LLC
        7925 Penn Randall Place, Suite B5
        Upper Marlboro, MD 20772

Bankruptcy Case No.: 13-19854

Chapter 11 Petition Date: June 7, 2013

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Richard H. Gins, Esq.
                  The Law Office of Richard H. Gins, LLC
                  4710 Bethesda Avenue, Suite 204
                  Bethesda, MD 20814
                  Tel: (301) 718-1078
                  E-mail: richard@ginslaw.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 18 largest unsecured creditors is
available for free at http://bankrupt.com/misc/mdb13-19854.pdf

The petition was signed by Paul Parker.


ELBIT IMAGING: Objection Deadline to Shareholders' Meeting Ends
---------------------------------------------------------------
The Tel Aviv District Court ordered on June 9, 2013, that any
party that wishes to oppose the convening of meetings of Elbit
Imaging Ltd.'s unsecured creditors and shareholders for the
purpose of approving of the proposed restructuring of the
Company's unsecured financial debt pursuant to a plan of
arrangement submitted by the Company on May 8, 2013, or the
alternative proposal submitted by the representatives of the
holders of the Company's outstanding Series C-G and Series 1 notes
dated March 17, 2013, should file its response by June 12, 2013.

                        About Elbit Imaging

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

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

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

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

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


ELBIT IMAGING: Meeting Objection Deadline Moved to June 19
----------------------------------------------------------
The Tel Aviv District Court granted the request of the
representatives of the holders of the Company's outstanding Series
C?G and Series 1 notes and extended to June 19, 2013, the deadline
for any party that wishes to oppose the convening of meetings of
the Company's unsecured creditors and shareholders for the purpose
of approving of the proposed restructuring of the Company's
unsecured financial debt pursuant to a plan of arrangement
submitted by the Company or the alternative proposal submitted by
the representatives.

                        About Elbit Imaging

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

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

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

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

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


ELEPHANT TALK: Regains Compliance with NYSE MKT Listing Standards
-----------------------------------------------------------------
Elephant Talk Communications Corp. disclosed that on June 13,
2013, the NYSE MKT notified the Company that it made a reasonable
demonstration of its ability to regain compliance with the
continued listing requirements of the Exchange.  The Exchange
notified the Company that while it is not in compliance with the
continued listing standards of the Exchange, its listing is being
continued pursuant to an extension.  Specifically, the period in
which the Company may regain compliance in accordance with Section
1003(a)(iv) of the Company Guide of the NYSE MKT has been extended
to August 31, 2013.

The Company received notice from NYSE MKT Staff dated May 17, 2013
indicating that the Company was below one of the Exchange's
continued listing standards set forth in Section 1003(a)(iv),
which applies if a listed company has sustained losses in relation
to its overall operations or its existing financial resources, or
its financial condition has become so impaired that it is
questionable, in the opinion of the Exchange, as to whether the
listed company will be able to continue its operations or meet its
obligations as they mature.

During the extension period, the Company will be subject to
periodic review by the Staff of the Exchange.  The failure by the
Company to make progress consistent with the accepted plan or to
regain compliance with the continued listing standards by the end
of the extension period could result in the Company being delisted
from the Exchange.

"The notice that the Exchange has accepted Elephant Talk's plan to
regain compliance comes in conjunction with the Company's plan to
raise $12 million in equity funding and the $1.5 million of
funding the Company received in May," stated Steven van der
Velden, Chairman and CEO of Elephant Talk.  "With these important
developments, the Company is better-positioned for future progress
and growth."

                      About Elephant Talk

Elephant Talk Communications Corp. (nyse mkt:ETAK) --
http://www.elephanttalk.com-- is an international provider of
mobile proprietary Software Defined Network Architecture (Software
DNATM) platforms for the telecommunications industry that empower
Mobile Network Operators (MNOs) and Mobile Virtual Network
Operators (MVNOs), Enablers (MVNEs) and Aggregators (MVNAs) with a
full suite of applications, Full OSS/BSS Systems, Delivery
Platforms, Support and Managed Services, on-site, cloud, hybrid
and S/PaaS solutions, including Network, Mobile Internet ID
Solutions, Secure Remote Access Management, Loyalty Management and
Transaction Processing Services, superior Industry Expertise and
high quality Customer Service without substantial upfront
investment.  Elephant Talk counts several of the world's leading
Mobile Operators amongst its customers including Vodafone, T-
Mobile and Zain, and virtually all business is focused on tier 1
and tier 2 operators worldwide.


ELEPHANT TALK: To Raise $12 Million From Direct Offering
--------------------------------------------------------
Elephant Talk Communications Corp. has increased its previously
announced registered direct offering to an aggregate of $12
million, led by a $4.5 million investment from Elephant Talk CEO
Steven van der Velden, an increase of $1.5 million from his
previously announced investment, and a $5 million investment from
Crede CG III. Ltd., a wholly-owned subsidiary of Crede Capital
Group, llc., and investors placed by Dawson James to purchase an
additional $2.5 million.  The Company previously announced on
June 3, 2013, a registered direct offering in the amount of $10.5
million, which it expected to close on or before June 6, 2013.
Subsequent to the announcement of that offering, holders of the
outstanding 8 percent Senior Secured Convertible Notes issued in
March 2012 contacted the Company to negotiate a waiver of certain
provisions in the Convertible Notes definitive agreements.
Accordingly, the closing on the initial registered direct offering
was postponed. The Company has now entered into an amendment to
the Securities Purchase Agreement dated June 3, 2013, for an
aggregate $12 million of its securities.  The Company increased
the size of the offering and agreed to redeem all of the
outstanding Convertible Notes, both of which are included in an
amended plan of compliance the Company submitted to the NYSE MKT.
The aggregate redemption amount of the Convertible Notes is
approximately $6.7 million which includes the outstanding
principal amount and interest plus a 10 percent fee.

Under the terms of the Securities Purchase Agreements, as amended,
Elephant Talk will sell an aggregate of 10,997,067 shares of
common stock at a price of $0.682 per share, a discount to the
$.70 closing price of the Company's stock on June 10, 2013, and
issue warrants to acquire 4,948,680 shares of common stock, with a
per share exercise price of $0.887, to Crede and the Dawson James
investors and will sell an aggregate of 6,428,571 shares of common
stock at a price of $0.70 per share, the closing price of the
Company's stock on June 10, 2013, and issue warrants to acquire
2,892,857 shares of common stock, with a per share exercise price
of $0.887, to Mr. van der Velden.  The warrants issued to Crede
and the Dawson James investors will be immediately exercisable
following their issuance and will expire on the fifth anniversary
of the date of issuance.  The closing of the funding is expected
to take place on or about June 14, 2013, subject to the
satisfaction of closing conditions including but not limited to
NYSE MKT's acceptance of the Company's Plan of Compliance.  The
warrants issued to Mr. van der Velden will not be exercisable for
a period of 180 days from the date of issuance and until the
Company obtains stockholder approval.

Dawson James Securities, Inc. acted as the exclusive placement
agent in connection with this offering.

"I believe increasing this offering and using the proceeds to
repay existing debt places the Company in a stronger financial
position by providing liquidity and lowering the Company's
outstanding debt significantly," said Steven van der Velden, chief
executive officer of the Company.  "The $12 million in equity
financing, combined with the approximately $1.5 million that was
raised in May, is an integral part of the Company's plan to regain
compliance with the NYSE MKT.  I look forward to focusing the
majority of my time on growing the Company's Mobile and Security
businesses and on generating positive operational cash flow on a
more consistent basis."

The Company intends to use the net proceeds from this offering for
working capital and other general corporate purposes, including
repayment of the outstanding obligations under all secured senior
convertible notes the Company issued on March 29, 2012.

A copy of the Amended SPA is available for free at:

                        http://is.gd/31qN2R

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk disclosed a net loss attributable to the Company of
$23.13 million in 2012, a net loss attributable to the Company of
$25.31 million in 2011 and a net loss attributable to the Company
of $92.48 million in 2010.  The Company's balance sheet at March
31, 2013, showed $34.47 million in total assets, $18.29 million in
total liabilities, and $16.18 million in total stockholders'
equity.

BDO USA, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
suffered recurring losses from operations has an accumulated
deficit of $203.3 million and continues to generate negative cash
flows that raise substantial doubt about its ability to continue
as a going concern.


EMPIRE RESORTS: Kien Huat Held 62.7% Equity Stake at June 11
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Kien Huat Realty III Limited and Lim Kok Thay
disclosed that, as of June 11, 2013, they beneficially owned
22,689,443 shares of common stock of Empire Resorts, Inc.,
representing 62.7 percent of the shares outstanding.  The
reporting persons previously disclosed beneficial ownership of
21,905,096 common shares or 64.8 percent equity stake at May 10,
2013.  A copy of the amended regulatory filing is available at:

                        http://is.gd/O5HYqh

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Empire Resorts reported a net loss applicable to common shares of
$2.26 million in 2012, as compared with a net loss applicable to
common shares of $1.57 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $52.58 million in total assets,
$28.14 million in total liabilities and $24.44 million in total
stockholders' equity.


EMPIRE RESORTS: Expects to Raise $11.4-Mil. From Rights Offering
----------------------------------------------------------------
Empire Resorts, Inc., announced the conclusion of its rights
offering and standby purchase of shares not sold in the Rights
Offering, in which upon completion it will issue a total of
6,032,153 shares of common stock at $1.8901 per share and raise
approximately $11.4 million in gross proceeds.  This includes
1,383,819 shares issued to holders upon exercise of their basic
subscription rights, 3,650,849 shares issued to Kien Huat Realty
III Limited, the Company's largest stockholder, upon exercise of
its basic subscription rights and 213,138 shares issued to holders
upon exercise of their oversubscription rights in the Rights
Offering.  Kien Huat will acquire the remaining 784,347 shares not
sold in the Rights Offering pursuant to the terms of a standby
purchase agreement, which the Company expects to finalize on or
about June 11, 2013.  The Company will pay Kien Huat a fee of
$40,000 for the shares purchased pursuant to the standby purchase
agreement and reimburse Kien Huat for its expenses related to the
standby purchase agreement in an amount of $40,000 for aggregate
net proceeds of approximately $8,302,963 from Kien Huat to the
Company pursuant to the Rights Offering.  After giving effect to
the Rights Offering, Kien Huat will own approximately 62.71
percent of the outstanding shares of the Company's common stock.

The Company anticipates using the net proceeds of the Rights
Offering, which the Company expects to be approximately $11.1
million following the deduction of expenses relating to the Rights
Offering, to fund the expenses of the Company's new development
project, which may include permitting, infrastructure and shared
master planning costs and expenses, and for general working
capital purposes.

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Empire Resorts reported a net loss applicable to common shares of
$2.26 million in 2012, as compared with a net loss applicable to
common shares of $1.57 million in 2011.

The Company's balance sheet at March 31, 2013, showed $52.58
million in total assets, $28.14 million in total liabilities and
$24.44 million in total stockholders' equity.


ENERGY SERVICES: Forbearance with United Bank Expires June 15
-------------------------------------------------------------
Energy Services of America Corp. and its subsidiary corporations,
C.J. Hughes Construction Company, Inc., Contractors Rental
Corporation, Nitro Electric Company, Inc. and S.T. Pipeline, Inc.
entered into a forbearance agreement with United Bank, Inc., on
Nov. 28, 2012, whereby the Obligors acknowledge that they are in
default under the terms of two credit facilities between United
Bank, Inc. and the Company and United Bank, Inc., has agreed to
forbear from exercising certain of its rights and remedies under
the loan agreements and related documents.  On Nov. 29, 2012, the
Company filed with the SEC a Form 8-K disclosing that it entered
into the Agreement.  The Forbearance Agreement was subsequently
amended.

The parties have now entered into an extension to the forbearance
agreement which extends the period under which the Company may
raise funds and perform certain of its obligations under the
Forbearance Agreement until June 15, 2013.  The remaining
provisions of the new forbearance agreement are substantially the
same as those in the Agreement.

                       About Energy Services

Huntington, West Virginia-based Energy Services of America
Corporation provides contracting services to America's energy
providers, primarily the gas and electricity providers.  The
Company reported a net loss of $48.5 million on $157.7 million of
revenue in fiscal 2012, compared with a net loss of $5.3 million
on $143.4 million of revenue in fiscal 2011.

Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Energy Services' ability to
continue as a going concern following the annual report for the
year ended Sept. 30 ,2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
entered into a forbearance arrangement with its lenders as a
result of continued noncompliance with certain debt covenants.

The Company's balance sheet at March 31, 2013, showed $50.19
million in total assets, $45.69 million in total liabilities and
$4.50 million in total stockholders' equity.


ENTERPRISE CHARTER: Fitch Cuts Rating on $7.3MM Rev. Bonds to 'BB'
------------------------------------------------------------------
Fitch Ratings downgrades approximately $7.3 million of revenue
bonds of the Erie County Industrial Development Agency, issued on
behalf of Enterprise Charter School (ECS) in Buffalo, NY to 'BB'
from 'BBB-'. Additionally, Fitch places the rating on Rating Watch
Negative.

SECURITY

The bonds are secured by a pledge of revenues of ECS, a first
mortgage lien on the facilities of ECS, assignments of rents and
leases receivable and a cash funded debt service reserve fund.

KEY RATING DRIVERS

SHORT TERM CHARTER RENEWAL: The downgrade to 'BB' reflects the
reduced term of ECS' recent charter renewal for one year. Although
legal action being pursued currently by ECS could result in a
decision to extend the renewal period, the increased volatility in
the operating environment and adversarial relationship between the
school and the authorizer is not consistent with Fitch's
expectation of an investment grade charter school.

UNCERTAINTY IN PROCESS AND RESOLUTION: The Rating Watch Negative
reflects the uncertainty of outcome for ECS, which intends to
approach the State Supreme Court to obtain a temporary restraining
order and pursue a preliminary injunction against the authorizer.
If successful, the school would be able to operate indefinitely
until a resolution is achieved as to renewal. Failure to receive
improved terms or legal relief would likely necessitate the
school's acceptance of the one-year charter. Fitch believes it is
improbable that within that short time period the school would be
able to demonstrate sizeable improvement in academic performance,
which was the reason cited for the earlier three-year renewal
term.

MANAGEMENT CHANGES IMPENDING: ECS has begun seeking a new CEO to
replace its longstanding manager who will be departing the school
by month's end. Fitch expects any new replacement to require
strong management support to navigate ECS' operating environment.

RATING SENSITIVITIES

RATING WATCH CONSIDERATIONS: The Rating Watch reflects uncertainty
regarding the outcome of ECS' efforts to obtain a temporary
restraining order followed by a preliminary injunction directing
that the charter remain active while the renewal litigation is
pending. There is significant uncertainty regarding the time
period over which this will progress.

CREDIT PROFILE

OPERATING ENVIRONMENT CHALLENGES

Fitch's downgrade reflects ECS' increasingly unfavorable
regulatory environment, a deteriorating relationship with the
authorizer and negative events in the external operating
environment, all characteristic of a low speculative grade charter
school. ECS' stronger financial and debt metrics as well as fully
enrolled and built out status continue to support the 'BB' rating
at this time.

Following Fitch's March 2013 review of the ECS credit, in May, the
Buffalo Board of Education (BBE), ECS' authorizer, reduced the
renewal period for the schools' charter to one year following
feedback from the state education department. The shortened
period, which was based on the school's ongoing failure to achieve
academic benchmarks specified in its charter, is in contrast to
the original expectation of a renewal term of three years.

The uncertainty associated with an annual renewal cycle is far
greater than would be expected for a school that normally operates
under a five year charter. In this specific case, Fitch is
concerned that while ECS could reasonably be expected to improve
its academic performance within a period of three years it is
unlikely to demonstrate a similar level of improvement in a
shorter renewal period of one year.

The school expects to undertake litigation against the authorizer
in the near term. Fitch will continue to monitor the situation as
it evolves. If legal efforts are unsuccessful in securing a
temporary restraining order/preliminary injunction, Fitch expects
the school to accept the one-year renewal to maintain its charter,
which would otherwise expire on June 30. ECS' fall enrollment is
complete and the school continues to maintain a large waitlist.


EPR PROPERTIES: Fitch Currently Rates $346.3MM Preferred Stock BB
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' credit rating to the $275
million 5.25% senior unsecured notes due 2023 issued by EPR
Properties (NYSE: EPR). The notes were priced at 99.546% of par to
yield 5.308% to maturity or 312.5 basis points over the benchmark
rate. EPR expects to use net proceeds from the offering of
approximately $270.7 million to repay approximately $146.2 million
of mortgage debt plus associated prepayment penalties; repay the
balance on the unsecured revolving credit facility, and for
general business purposes.

Fitch currently rates EPR as follows:

-- Issuer Default Rating (IDR) 'BBB-';
-- $400 million unsecured revolving line of credit 'BBB-';
-- $255 million senior unsecured term loan facility 'BBB-';
-- $600 million senior unsecured notes 'BBB-';
-- $346.3 million preferred stock 'BB'.

The Rating Outlook is Stable.

KEY RATINGS DRIVERS

The 'BBB-' IDR is underpinned by the consistent cash flows
generated by the company's triple-net leased megaplex movie
theatres and other investments across the entertainment, education
and recreation sectors, resulting in good leverage and coverage
metrics. EPR benefits from generally strong levels of rent
coverage across its portfolio and structural protections including
cross-default leases among properties operated by certain tenants.

Offsetting these credit strengths is the niche nature of most of
EPR's investment portfolio. While cinema attendee demand has
remained consistent over a long time period, other investment
segments lack as long of a track record. Credit concerns include
significant, though abating, tenant concentration and concerns
about the company's investment in asset classes that may be less
liquid or financeable during periods of potential financial
stress.

STRONG FIXED-CHARGE COVERAGE

EPR's fixed-charge coverage is solid for a 'BBB-' IDR. Fixed-
charge coverage was 2.5x for the trailing 12 months (TTM) ended
March 31, 2013, flat from 2.5x in 2012 and 2011. Fitch projects
that EPR's fixed-charge coverage ratio will increase from the mid-
2x range toward 3x during 2013-2015, which would be strong for the
'BBB-' rating. This increase is due to an expected consistent
volume of high-yielding acquisitions, partially offset by
increased interest expense from expected unsecured bond issuances.
New investments by segment will generally target weightings of 40%
entertainment, 40% education and 20% recreation. Fixed-charge
coverage is defined as recurring operating EBITDA less recurring
capital expenditures and straight-line rent adjustments, divided
by interest incurred and preferred stock dividends.

MANAGEABLE LEASE EXPIRATION PROFILE

Within the company's megaplex theatre segment, which represents
60% of total revenue, only 8% of rent revenue will expire over the
next five years. Of the company's charter school segment, which
represents 11% of total revenue, all leases expire after 2030.
Historically, most tenants have chosen to exercise their renewal
options, which has mitigated re-leasing risk and provided
predictability to portfolio-level cash flows. In some cases,
tenants decided to renew, but take less space or negotiate a lower
rental rate. Rent spreads can vary greatly depending on the
operating performance of the asset.

LOW LEVERAGE FOR 'BBB-'

Leverage, defined as net debt-to-TTM recurring operating EBITDA,
was 5.0x as of March 31, 2013, flat from year-end 2012 and up from
4.4x at year-end 2011. The company has generally operated in the
4.5x to 5.0x range over the past five years. Fitch projects
leverage will center around 5.0x during 2013-2015, assuming modest
annual increases in NOI and a large volume of acquisitions funded
by unsecured bonds and common equity. This ratio is appropriate
for the 'BBB-' rating given EPR's niche property focus.

SOLID LIQUIDITY

Fitch calculates that EPR's pro forma liquidity coverage ratio is
6.6x for the period from April 1, 2013 to Dec. 31, 2014. The
liquidity surplus is driven in large part by an undrawn unsecured
revolving credit facility (RCF) pro forma for the bond offering,
and further reflects a lack of upcoming debt maturities and the
relatively low capital-intensive nature of EPR's business. Fitch
defines liquidity coverage as sources of liquidity (unrestricted
cash and availability under EPR's unsecured RCF pro forma for the
bond offering, and expected retained cash flows from operating
activities after dividend payments) divided by uses of liquidity
(pro rata debt maturities and expected capital expenditures).

APPROPRIATE UNENCUMBERED ASSET COVERAGE OF UNSECURED DEBT

EPR has good contingent liquidity from an unencumbered property
pool. Pro forma unencumbered asset coverage of net unsecured debt
(UA/UD) is 1.9x using a stressed 12% capitalization rate to
unencumbered NOI and interest income from both the owned property
and notes receivable portfolios, a ratio that is good for a 'BBB-'
IDR. The company continues to unencumber megaplex theatre assets,
improving the quality of the unencumbered pool as EPR transitions
to a more unsecured funding model.
In addition, the covenants under EPR's credit agreements do not
limit financial flexibility.

STRAGGERED DEBT MATURITIES

Aside from various unsecured debt maturities in 2017 and beyond,
annual debt maturities do not account for more than 12% of total
debt in any given year, alleviating refinance risk. The majority
of the 31% of total debt that matures over the next four years
consists of mortgages that have high debt yields. Fitch expects
that the majority of secured debt maturing over the next several
years will be refinanced with unsecured debt, which should improve
EPR's UA/UD ratio.

HIGH TENANT CONCENTRATION IS RECEDING

The company's largest tenant, American Multi-Cinema, Inc. (AMC;
(IDR of 'B' with a Stable Outlook), accounted for 26% of total
revenues in the first quarter of 2013 (1Q'13), down from 33% in
1Q'12. The company's top 10 tenants accounted for 70% of total
revenue in the most recent quarter, down from 80% in the prior
year.

EPR's largest charter school tenant, Imagine Schools, Inc.
(Imagine) accounted for 8% of total revenues in 1Q'13. EPR has
remained focused on expanding its relationships with new charter
school operators since 2011, which Fitch views positively given
that Imagine has lost several charters over the last year.

Theatre operator concentration risk is partially mitigated by the
fact that the primary drivers of theatre box office consumer
demand are location and which movies are showing at a particular
theatre (as opposed to which theatre operator).

Further, while most of EPR's theatre leases and all of EPR's
charter school leases for a given operator are cross-defaulted, a
tenant bankruptcy could allow for the rejection of certain non-
economic leases. Given that most of EPR's top tenants are either
unrated or have below-investment grade ratings, the potential for
corporate default, bankruptcy and lease rejection could reduce
EPR's rental revenues. Mitigating this risk is that on a portfolio
and property-level basis, EBITDAR covers rent payments by a
healthy margin for nearly all of EPR's properties.

STEADY THEATRE BUSINESS

Over a 25-year period, total North American box office revenue has
grown at a compound annual growth rate of 4%, according to Box
Office Mojo. Revenue was up 6% in 2012, although Fitch projects a
decline in revenues for 2013 due to a comparatively weaker film
slate. Box office revenues were resilient in the financial crisis,
increasing or staying flat in every year from 2005 to 2010. Since
the company's formation in 1997, no theatre tenant has ever missed
a lease payment, and no tenants on a portfolio-wide basis have
EBITDAR coverage of rent below 1.0x.

NICHE SECTORS

The ratings reflect EPR's focus on investing in non-core property
types that are likely less liquid or financeable during periods of
market stress. While the company's theatre properties are
typically well located and have high-quality amenities,
alternative uses of space may be limited and may require
significant capital expenditures to attract non-theatre tenants.

EPR has previously made some ill-timed non-core investments. The
company began purchasing wineries during 2006-2007 and has since
taken significant losses in exiting this business. Regarding
future portfolio composition, management has a highly specialized
knowledge within EPR's investment segments which helps shape the
company's longer term strategy.

CHARTER SCHOOLS ISSUES ALLEVIATED

EPR's largest charter school tenant (second largest overall)
Imagine closed nine schools in two states due to poor academic
performance. Of the $72 million of investments in troubled
schools, approximately $60 million or 83% of the issues have
already been resolved or are expected to be resolved soon through
swaps or subleases. EPR expects to address the remaining 17% in
the next school year through swaps, subleases or sales. Due to the
structural protections with Imagine including a master lease
structure and a $16.4 million letter of credit, Fitch does not
expect any rent payment shortfalls. EPR has been actively adding
new charter school operators to reduce the tenant concentration
risk. Subsequent to these school closings, the company has
expanded its criteria and screening process for evaluating new
charter school operators, which Fitch views positively.

PREFERRED STOCK NOTCHING

The two-notch differential between EPR's IDR and its preferred
stock rating is consistent with the 'Treatment and Notching of
Hybrids in Nonfinancial Corporate and REIT Credit Analysis'
criteria report dated Dec. 13, 2012, as EPR's preferred securities
have cumulative coupon deferral options exercisable by EPR and
thus have readily triggered loss absorption provisions in a going
concern.

STABLE OUTLOOK

The Stable Outlook reflects that leverage centering around 5.0x
and coverage sustaining in the 2.5x to 3.0x range are solid,
offset by the unique risks to EPR's specialty property types such
as liquidity and alternative use. The Stable Outlook further
reflects EPR's strong liquidity coverage and minimal refinancing
risk.

RATING SENSITIVITIES

The following factors may have a positive impact on the ratings
and/or Outlook:

-- Fitch's expectation of leverage sustaining below 4.0x (leverage
   was 5.0x as of March 31, 2013);

-- Fitch's expectation of fixed-charge coverage sustaining above
   3.0x (coverage was 2.5x for the 12 months ended March 31,
   2013);

-- Growth in the unencumbered portfolio, particularly megaplex
   movie theatres.

The following factors may have a negative impact on the ratings
and/or Outlook:

-- Fitch's expectation of leverage sustaining above 5.5x;

-- Fitch's expectation of fixed-charge coverage sustaining
   below 2.2x;

-- Liquidity coverage sustaining below 1.25x, coupled with a
   strained unsecured debt financing environment.

EQUIHOME MORTGAGE: Says Reed Smith Neglected Fraud Suit Coverage
----------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that a New Jersey
mortgage company driven into bankruptcy in part by a $780,000 jury
verdict tied to allegations of consumer fraud has sued Reed Smith
LLP and New Jersey law firm Coffey & Associates PC for allegedly
failing to inform the company about its legal defense insurance
coverage in the suit.

According to the report, EquiHome Mortgage Corp. alleges Reed
Smith and its Princeton-based partner Robert Jaworski never
informed the company about its first-party coverage rights with
respect to its legal insurance coverage in the underlying fraud
suit.


EXCEL MARITIME: Plan Voting Deadline on June 28
-----------------------------------------------
Excel Maritime Carriers Ltd., on June 10, 2013, commenced
soliciting acceptances of the Joint Prepackaged Chapter 11 Plan of
Reorganization of the Company and certain of its affiliates.  The
Plan is supported by a steering committee of the Company's secured
lenders.

The voting deadline to accept or reject the Plan is 5:00 p.m. on
June 28, 2013.

The Company, with the assistance of its investment banker,
estimates its total enterprise value to be between $575 million
and $625 million, with a mid-point of $600 million.

Under the Plan, the lenders will receive a restructured obligation
of approximately $771 million plus 100 percent of the stock in the
reorganized company with an estimated recovery of 77 percent of
the face amount of their claims.

Holders of General Unsecured Claims, with estimated amount of $163
million, have estimated recovery of 3 percent.

A copy of the disclosure statement relating to the Plan of
Reorganization is available for free at http://is.gd/Ek3O42

                        About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since Sept. 15, 2005, on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.

The company blamed financial problems on low charter rates.

The balance sheet for December 2011 had assets of $2.72 billion
and liabilities totaling $1.16 billion.  Excel owes $771 million
to secured lenders with liens on almost all assets.  There is $150
million owing on 1.875 percent unsecured convertible notes.

The company had a $211.6 million net loss on revenue of $356.9
million in 2011.


FEDERAL-MOGUL CORP: Icahn to Raise Funds to Keep Stake
------------------------------------------------------
Liz Hoffman of BankruptcyLaw360 reported that Carl Icahn is out
raising new public funds to keep and possibly grow his stake in
Federal-Mogul Corp., an auto parts maker he bought out of
bankruptcy in 2007, according to a regulatory filing.

According to the report, Federal-Mogul launched a $500 million
rights offering last week and will use the proceeds to pay down
its $2.8 billion debt pile, which comes due over the next two
years.

The billionaire, who owns 77.6 percent of the company, will buy
enough shares to keep that stake, the report related.

                         About Federal-Mogul

Federal-Mogul Corporation is a supplier of powertrain, chassis and
as safety technologies, serving the world's foremost original
equipment manufacturers of automotive, light commercial, heavy-
duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Federal-Mogul was
founded in Detroit in 1899.  The Company is headquartered in
Southfield, Michigan, and employs nearly 41,000 people in 33
countries.

The Company filed for Chapter 11 protection (Bankr. Del. Lead Case
No. 01-10582) on Oct. 1, 2001.  Attorneys at Sidley Austin Brown &
Wood, and Pachulski, Stang, Ziehl & Jones, P.C., represented the
Debtors in their restructuring effort.  The Debtors disclosed
$10.15 billion in assets and $8.86 billion in liabilities as of
the Chapter 11 filing.  Attorneys at The Bayard Firm represented
the Official Committee of Unsecured Creditors.

The Debtors' Reorganization Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
Nov. 14, 2007.  Federal-Mogul emerged from Chapter 11 on Dec. 27,
2007.


FEDERAL-MOGUL CORP: S&P Assigns 'B' Rating to $1.75BB Sr. Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue rating
and '4' recovery rating to Southfield, Mich.-based Federal-Mogul
Corp.'s proposed $1.75 billion senior secured term loan due 2020.
The '4' recovery rating indicates S&P's expectation of average
(30% to 50%) recovery in the event of a payment default.  At the
same time S&P assigned its 'B-' issue rating and '5' recovery
rating to the company's proposed $750 million senior unsecured
notes due 2021.  The '5' recovery rating indicates S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.

Federal-Mogul, a supplier of products and services to
manufacturers and servicers of vehicles and equipment in the
automotive, light-, medium-, and heavy-duty commercial, and
industrial markets, has indicated that it will use the net
proceeds from the proposed term loan and notes, as well as
proceeds from its recently announced equity rights offering, to
repay all of its existing debt.

Upon completion of the proposed refinancing plan, S&P intends to
revise its outlook to stable, as the extant negative outlook
reflects its view that the company needs to successfully address
upcoming maturities, and the proposed financings would accomplish
that.  Additionally, the proposed transactions would lower debt
balances somewhat and improve credit metrics slightly.

RATINGS LIST

Federal-Mogul Corp.
Corporate Credit Rating                           B/Negative/--

New Ratings
Federal-Mogul Corp.
Senior Secured
  $1.75 bil sr secd term loan due 2020             B
   Recovery Rating                                 4
Senior Unsecured
  $750 mil sr unsecd notes due 2021                B-
   Recovery Rating                                 5


FIRST SECURITY: Board Elects Two Directors
------------------------------------------
The Board of Directors of First Security Group, Inc., elected
Henchy R. Enden and Mr. Adam Gabriel Hurwich to join the Board,
effective June 7, 2013.

Ms. Enden was elected to the Board pursuant to the terms of the
Stock Purchase Agreement dated Feb. 25, 2013, which provided MFP
Partners, L.P., an affiliate of Ms. Enden's employer, with the
right to designate a director.  Ms. Enden currently serves as
Equity Analyst for MFP Investors LLC, an investment management
company based in New York, New York.  Ms. Enden also served as
director on West Coast Bancorp and West Coast Bank, a $2.4 billion
community bank in Lake Oswego, Oregon from January 2012 until
April 2013, when West Coast was purchased by Columbia Banking
System, Inc.  The Company believes Ms. Enden's experience as an
analyst as well as prior service on a bank board well qualify her
to serve on the Company's Board of Directors.

Mr. Hurwich was elected to the Board pursuant to the terms of the
Stock Purchase Agreement dated Feb. 25, 2013, which provided
Ulysses Partners, L.P., an affiliate of Mr. Hurwich's employer,
with the right to designate a director.  Mr. Hurwich currently
serves as Portfolio Manager for Ulysses Management LLC.  Mr.
Hurwich also serves as a member of the Financial Accounting
Standards Advisory Council, an advisory committee for the
Financial Accounting Standards Board.  The Company believes Mr.
Hurwich's financial background and experience well qualifies him
to serve on its Board of Directors

At this time, the Company has not determined the committees of the
Board to which Ms. Enden and Mr. Hurwich are expected to be named.
Ms. Enden and Mr. Hurwich have also each been elected to serve on
the Board of Directors of the Company's wholly-owned subsidiary,
FSGBank, N.A.

                    About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Joseph Decosimo and Company, PLLC, in
Chattanooga, Tennessee, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has recently incurred substantial
losses.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.

The Company reported a net loss of $23.06 million in 2011, a net
loss of $44.34 million in 2010, and a net loss of $33.45 million
in 2009.  The Company's balance sheet at March 31, 2013, showed
$1.04 billion in total assets, $1.01 billion in total liabilities
and $20.99 million in total shareholders' equity.


FLC HOLDING: Case Summary & 6 Unsecured Creditors
-------------------------------------------------
Debtor: FLC Holding Company
          fka PNA Holding Company
        3250 Lacey Road, Suite 140
        Downers Grove, IL 60515

Bankruptcy Case No.: 13-24125

Chapter 11 Petition Date: June 11, 2013

Court: U.S. Bankruptcy Court
       Northern District of Illinois

Debtor's Counsel: Chad H. Gettleman, Esq.
                  ADELMAN & GETTLEMAN, LTD.
                  53 W. Jackson Boulevard, Suite 1050
                  Chicago, IL 60604
                  Tel: (312) 435-1050
                  Fax: (312) 435-1059
                  E-mail: chg@ag-ltd.com

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

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

A copy of the Company's list of its six largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/ilnb13-24125.pdf

The petition was signed by Lawrence H. Chlum, president.


FOOTHILL/EASTERN TRANSPORTATION: Fitch Rates 2013B Bonds at 'BB'
----------------------------------------------------------------
Fitch Ratings has assigned the following ratings to the
Foothill/Eastern Transportation Corridor Agency (F/ETCA or the
agency), CA.

-- Second senior lien toll road refunding revenue bonds, series
    2013 'BBB-';

-- Junior lien toll road refunding revenue bonds, series 2013B
    'BB'.

The Rating Outlook is Stable for all bonds.

KEY RATING DRIVERS

-- Limited Traffic Profile: The Foothill/Eastern Transportation
    Corridor (F/ETC or the facility) serves as a highway
    connection for commuters in Orange and Riverside Counties.
    Traffic has grown only marginally over the last decade due to
    seven, mostly above inflationary toll increases since fiscal
    2000. Future growth potential is limited in part by the narrow
    corridor in which development can take place. Revenue Risk
    Volume: Midrange.

-- Price Sensitive Commuter Traffic: The F/ETCA has limited
    economic rate-making flexibility as current toll rates are
    close to the revenue maximization point. The average toll rate
    is higher than peers at more than 30 cents per mile. It is
    Fitch's view that inflationary increases are achievable over
    time. A history of pro-active decisions by management to raise
    rates is a credit strength. Revenue Risk Price: Weaker.

-- Back Loaded and Long Dated Debt: The revised debt service
    schedule which extends debt by 13 years is better tailored
    to the risks of the project and provides growing financial
    flexibility. The debt service profile increases steadily to
    maximum annual debt service of $193 million (down from $297
    million) in fiscal 2042. The agency's various reserves for
    debt service are projected to remain healthy at $217 million
    in fiscal 2013. There are no cross default or acceleration
    provisions which protect the senior debt. Debt Structure Risk:
    Midrange (senior lien) / Weaker (junior lien).

-- Growing Financial Flexibility: The F/ETCA is dependent on
    continued toll rate increases and traffic and revenue growth
    throughout the life of the debt to maintain coverage levels at
    or above 1.30x. In fiscal 2012, the debt service coverage
    ratio DSCR) was 1.42x utilizing $16.4 million of the escrow
    defeasance fund (EDF) and 1.17x without the assistance. The
    Fitch base case combined senior/junior lien DSCRs indicate a
    minimum of 1.19x in fiscal 2014 and an average of 1.52x
    through 2053 without use of the EDF. The agency's various
    reserves, totaling $604 million in fiscal 2013, serve as a key
    mitigant to weak short-term financial performance. Total
    leverage is high at 23x. Debt Service Risk: Midrange (senior
    lien) / Weaker (junior lien).

-- Manageable Approved Capital Program: The F/ETC corridor is
    less than 15 years old and does not currently have any
    material state of good repair needs. The agency's fiscal 2013-
    2014 capital improvement program (CIP) is small at $47
    million. A large portion of the CIP has not received the
    necessary environmental permits or record of decisions to
    proceed. The State of California's obligation to maintain the
    physical assets and a covenant to budget for capital
    expenditures annually provides some protection. Infrastructure
    Development/Renewal Risk: Stronger.

RATING SENSITIVITIES

-- Weaker traffic growth than projected by the traffic and
    revenue consultant over a sustained period.

-- Toll rate increases that are materially below inflation for a
    sustained period.

-- A decision to increase leverage to support the Foothill South
    project without commensurate financial mitigants.

-- Dependence on the EDF for a prolonged period of time to meet
    the 1.30x/1.15x rate covenants.

The ratings are subject to execution of the Caltrans Cooperative
Agreement in substantially its current form. Should the proposed
transaction close, Fitch will withdraw the existing ratings on the
outstanding series 1995 and 1999 bonds, excluding the 2035
maturity of the 1995 bonds that is not planned to be refunded. The
current rating on these bonds is 'BBB-' with a Negative Outlook.

SECURITY

The bonds are secured by a pledge of net revenues and certain
other pledged revenues such as development impact fees (DIF).
F/ETCA has the right to withdraw up to $5 million DIFs to be used
for any lawful purpose.

TRANSACTION SUMMARY

The agency is restructuring its debt to create more credit
stability and capacity for future investment in expansion
projects. The proposal includes second senior series 2013A, C, and
D bonds and junior lien series 2013B bonds with a 1.3x and 1.15x
rate covenant, respectively. These bonds will refinance the $2.2
billion in outstanding series 1999 bonds. Importantly, a default
on the junior lien bonds shall not cause an event of default on
the senior lien bonds. In addition, one maturity on the senior
series 1995 bonds will remain as this will not be refunded.

The F/ETCA is a joint power authority with its sister agency, the
San Joaquin Hills Transportation Corridor Agency (SJTCA) that was
formed by the California legislature in 1986 to plan, finance,
construct and operate Orange County's public toll road system. The
Foothill/Eastern corridor, fully open in 1999, is 36-miles long
comprising of State Routes (SR) 241, 261, and 133 while the SJTCA
is a separate and distinct legal entity that manages the 15-mile
SR 73 toll road (Newport Beach to southwest Orange County). A
common staff manages both agencies but the projects are governed
by separate boards, are financed independently, and funds cannot
be commingled. The agencies appointed both a new CEO and CFO in
the last seven months.


FOUR SEASONS: Moody's Rates Proposed $850MM Senior Debts 'B1'
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Four Seasons
Holdings, Inc.'s proposed $750 million senior secured 1st lien
term loan and $100 million senior secured 1st lien revolver.

Moody's also assigned a Caa1 rating to Four Seasons proposed $250
million senior secured 2nd lien term loan. In addition, Moody's
assigned Four Seasons a B2 Corporate Family Rating and B2-PD
Probability of Default Rating. The rating outlook is stable.

Ratings Rationale:

Proceeds from the proposed financing will be used to refinance the
company's outstanding debt as well as repay outstanding preferred
stock, and general corporate purposes. Ratings are subject to
review of final documentation.

Ratings assigned are:

Corporate Family Rating of B2

Probability of Default Rating of B2-PD

$100 million guaranteed senior secured 1st lien revolver due 2017
rated B1 (LGD3, 39%)

$750 million guaranteed senior secured 1st lien term loan due 2020
rated B1 (LGD3, 39%)

$250 million guaranteed senior secured 2nd lien term loan due 2020
rated Caa1 (LGD6, 90%)

The B2 Corporate Family Rating reflects Four Seasons very high
leverage and modest interest coverage, small scale in term of
revenues and number of hotel rooms versus other hotel operators
and its concentration in the luxury segment of the hotel industry.
The ratings are supported by Four Seasons strong brand
recognition, asset light business model which provides a more
stable earnings stream and low capex requirements, geographic
diversity, ownership support and very good liquidity.

The stable outlook incorporates Moody's view that Four Seasons
debt protection measures should gradually improve over the next
twelve to eighteen months as occupancy and average daily rate
(ADR) drive further improvement in RevPAR and profitability. The
outlook also reflects Moody's expectation that the company will
maintain very good liquidity.

Higher ratings would require that Four Seasons achieve and
maintain debt/EBITDA of about 5.5 times, EBIT/Interest over 2.0
times, and retained cash flow/net debt greater than 10%. A higher
rating would also require that Four Seasons maintain very good
liquidity.

Factors that could result in a downgrade include an inability to
strengthen credit metrics from current levels over the
intermediate term. Specifically, a downgrade could occur if debt
to EBITDA didn't migrate to below 7.0 times over the next 12 to 18
months or if EBIT to interest fell below 1.5 times. A material
deterioration in liquidity for any reason could also result in
negative ratings pressure.

The B1 rating (LGD3, 39%) on the senior secured 1st lien term loan
and revolver is one notch above the B2 Corporate Family Rating
reflecting its senior position to the 2nd lien term loan. The Caa1
rating (LGD6, 90%) on the 2nd lien senior secured term loan is two
notches below the CFR and reflects its effective subordination to
the $100 million revolver and $750 million term loan.

The principal methodology used in this rating was the Global
Restaurant 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.

Four Seasons is a leading luxury hotel management company with a
portfolio of 90 luxury hotel and resort properties, several of
which include a residential component. Annual revenues are
approximately $332 million.


FOUR SEASONS: S&P Assigns 'B+' CCR & Rates $850MM Facility 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Toronto-based Four
Seasons Holdings Inc. a 'B+' corporate credit rating.  The outlook
is stable.

At the same time, S&P assigned the company's proposed $850 million
first-lien facility (consisting of a $100 million revolver due
2017 and a $750 million term loan due 2020) S&P's 'BB-' issue-
level rating (one notch above the corporate credit rating), with a
recovery rating of '2'.  The '2' recovery rating reflects S&P's
expectation for substantial (70% to 90%) recovery for lenders in
the event of a payment default.

In addition, S&P assigned the company's proposed $250 million
second-lien facility its 'B-' issue-level rating (two notches
below the corporate credit rating), with a recovery rating of '6'.
The '6' recovery rating reflects S&P's expectation for negligible
(0% to 10%) recovery for lenders in the event of payment default.

Four Seasons plans to use the proceeds from the first- and second-
lien facilities to refinance the company's existing $750 million
first-lien credit facility and to take out approximately
$320 million in outstanding preferred shares issued at the time of
the company's going-private transaction in 2007.

S&P's 'B+' corporate credit rating on Four Seasons reflects its
assessment of the company's financial risk profile as "highly
leveraged" and its business risk as "satisfactory," based on its
criteria.

"Our assessment of Four Seasons' financial risk as highly
leveraged reflects our expectation that total lease-adjusted debt
to EBITDA will likely be in the mid-7x area through 2014.  Pro
forma for the transaction, total debt at Four Seasons will be
about $1 billion, reflecting the high levels of debt issued to
capitalize the company in its 2007 going-private transaction,
valued at $3.8 billion at the time.  In the going-private
transaction, financial sponsors Kingdom Holding Co. and Cascade
Investment LLC each purchased 47.5% of the equity of Four Seasons.
Triples Holdings Limited, controlled by Four Seasons founder
Isadore Sharp, retained a 5% equity stake in the company.  Pro
forma for the transaction, we expect EBITDA coverage of interest
expense to be good for the rating (in the high-2x area through
2014) and the company to generate good levels of free cash flow.
We believe these factors will partially offset the high leverage.
In addition, Four Seasons has a strong liquidity profile,
according to our criteria," S&P said.

"Our assessment of Four Seasons' business risk as satisfactory
reflects our favorable view of the company's strong brand and
market position in the luxury hotel market.  The brand
consistently achieves a significant RevPAR premium compared with
the luxury hotel segment average and focuses on hotel management
with strong long-term contracts.  In addition, the company has a
very high (about 60%) EBITDA margin that compares favorably with
other rated lodging management companies, and has good global
geographic diversity, with 90 hotels under management.  The
company's reliance on a single brand, the susceptibility of the
travel and leisure industry to global political and financial
events, and a high level of RevPAR volatility over the lodging
cycle partially offset the positive factors," S&P added.


FREDERICK'S OF HOLLYWOOD: Had $643,000 Net Loss in April 27 Qtr.
----------------------------------------------------------------
Frederick's of Hollywood Group Inc. filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss applicable to common shareholders of
$643,000 on $23.29 million of net sales for the three months ended
April 27, 2013, as compared with net income applicable to common
shareholders of $3.31 million on $30.18 million of net sales for
the three months ended April 28, 2012.

For the nine months ended April 27, 2013, the Company had net loss
applicable to common shareholders of $15.83 million on $70.03
million of net sales, as compared with a net loss applicable to
common shareholders of $2.55 million on $91.06 million of net
sales for the nine months ended April 28, 2012.

As of April 27, 2013, the Company had $36.08 million in total
assets, $46.35 million in total liabilities and a $10.27 million
total shareholders' deficiency.

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

                        http://is.gd/SEExqY

                  About Frederick's of Hollywood

Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) --
http://www.fredericks.com/-- through its subsidiaries, sells
women's intimate apparel, swimwear and related products under its
proprietary Frederick's of Hollywood brand through 122 specialty
retail stores, a world-famous catalog and an online shop.

Frederick's of Hollywood sought bankruptcy in July 10, 2000.  On
Dec. 18, 2002, the court approved the company's plan of
reorganization, which became effective on Jan. 7, 2003, with the
closing of the Wells Fargo Retail Finance exit financing facility.

The Company incurred a net loss of $6.43 million for the year
ended July 28, 2012, compared with a net loss of $12.05 million
for the year ended July 30, 2011.


FRENCH QUARTER: Case Summary & 10 Unsecured Creditors
-----------------------------------------------------
Debtor: French Quarter Tampa Limited Partnership
          aka French Quarter Apartments
          fka RSG Family Limited Partnership ? French Quarter
        500 N. Westshore Blvd., Suite 750
        Tampa, FL 33609

Bankruptcy Case No.: 13-07584

Chapter 11 Petition Date: June 7, 2013

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

Judge: K. Rodney May

Debtor's Counsel: Amy Denton Harris, Esq.
                  STICHTER RIEDEL BLAIN & PROSSER PA
                  110 E Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  E-mail: aharris.ecf@srbp.com

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

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

A copy of the Company's list of its 10 largest unsecured creditors
is available for free at http://bankrupt.com/misc/flmb13-7584.pdf

The petition was signed by Ronald L. Glas, president of Barfield
Bay Holdings, Inc., general partner.

Affiliates that previously sought Chapter 11 protection:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Eagle Ridge Apartments, LLC            11-22737   12/14/11
Oakwood Palmetto, LLC                  10-10980   05/07/10
RSG Family Limited
  Partnership- Immokalee               10-10987   05/07/10
The RSG Family Limited
  Partnership- Gordon River            10-01843   01/28/10


GANNETT CO: Moody's Outlook Turns Negative After Belo Acquisition
-----------------------------------------------------------------
Moody's Investors Service changed Gannett Co., Inc.'s rating
outlook to negative from stable and affirmed the company's
existing ratings including its Ba1 Corporate Family Rating
following the announced acquisition of Belo Corp. (Belo; Ba2 CFR)
for approximately $2.2 billion (including debt assumed).

The change to a negative rating outlook reflects the meaningful
increase in leverage associated with the acquisition of Belo in an
all-cash transaction, potential for additional acquisitions in the
rapidly consolidating local broadcast industry or for other media
assets, ongoing execution risks related to stabilizing and growing
the publishing business, and the execution risks associated with
the significant revenue and cost synergies Gannett is projecting.

Moody's is nevertheless affirming Gannett's ratings due to the
meaningful operational benefits resulting from the Belo
acquisition, as well as the company's ability to reduce leverage
following the transaction. Acquiring Belo improves Gannett's scale
and diversity along multiple fronts (network affiliation,
geographic, and overall business mix), while also adding a
presence in growing markets such as Texas and the Northwest.
Reducing the relative EBITDA contribution from the more secularly-
challenged publishing business (to roughly 40% prior to synergies,
from 50%) with a corresponding increase in broadcast/digital
contribution is particularly beneficial to the sustainability of
Gannett's cash flow over the next five years. Moody's also
believes the added scale will enhance Gannett's leverage with
television distributors, major networks, and programming and other
suppliers, although such counter-parties remain large and highly
competitive negotiators.

Issuer: Gannett Co., Inc.

Outlook Actions:

Outlook, Changed To Negative From Stable

Affirmations:

Corporate Family Rating, Affirmed Ba1

Probability of Default Rating, Affirmed Ba1-PD

Issuer Rating, Affirmed Ba2

Speculative Grade Liquidity Rating, Affirmed SGL-2

Commercial Paper, Affirmed NP

Guaranteed Senior Unsecured Bank Credit Facilities, Affirmed Ba1,
LGD3 - 39%

Guaranteed Senior Unsecured Regular Bonds/Debentures, Affirmed
Ba1, LGD3 - 39%

Senior Unsecured Shelf, Affirmed (P)Ba2


GANNETT CO: S&P Revises Outlook to Positive & Affirms 'BB' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
McLean, Va.-based newspaper publisher and TV broadcaster Gannett
Co. Inc. to positive from stable.  All existing ratings on the
company, including the 'BB' corporate credit rating, were
affirmed.

The outlook revision follows Gannett's announcement that it has
entered into a definitive agreement to acquire Belo Corp.
(BB/Stable/--) for $2.215 billion, including the assumption of
$715 million in debt.

"The positive outlook reflects our assessment that the debt-
financed purchase will improve the company's business position
because of its higher proportion of cash flow from broadcasting
operations," said Standard & Poor's credit analyst Hal Diamond.
"Gannett will become the second largest owner of network-
affiliated TV stations, and we expect that acquisition-related
debt leverage will decline over the next few years."

The transaction is subject to Department of Justice, FCC, and Belo
shareholder approval, and Gannett expects to close in the fourth
quarter of 2013.  Standard & Poor's expects to withdraw its
corporate credit rating on Belo once the acquisition is completed,
and equalize the issue-level and recovery ratings on Belo debt
with Gannett, which plans to assume the debt.

The corporate credit rating on Gannett Co. Inc. reflects its
exposure to unfavorable secular trends affecting newspaper
advertising and circulation, and the more stable trends of TV
broadcasting, notwithstanding the shift of viewers to alternative
media for news and entertainment.  The rating also reflects S&P's
expectation of steadily declining leverage.

S&P views Gannett's business risk profile as "fair" according to
its criteria, largely because of its exposure to unfavorable
secular trends affecting newspaper advertising and circulation.
The purchase of Belo expands Gannet's market position in TV.  S&P
views Gannett's financial risk as "significant," because of
elevated pro forma debt leverage, resulting from the proposed
debt-financed acquisition of Belo.


GELT PROPERTIES: June 26 Hearing on Adequacy of Plan Outline
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has continued until June 26, 2013, at 11 a.m., the hearing to
consider the adequacy of the disclosure statement explaining the
proposed Chapter 11 Plan of Gelt Properties, LLC.

As reported by the Troubled Company Reporter on April 18, 2012,
according to the Disclosure Statement for the proposed First
Amended Plan of Reorganization dated March 16, 2012, all assets of
the Debtors will be sold and liquidated, rented or leased,
developed and maintained, in the ordinary course of the Debtors'
business.  The Debtors note that the Plan envisions the
utilization of management talents, commitment and an existing
infrastructure to restructure existing debt, liquidate
unprofitable properties and meaningfully shift focus to its
growing REO portfolio.  Specifically, the Debtors project that
they will increase rental income, decrease carrying costs for
unprofitable properties, decrease maintenance costs for
unprofitable properties and emerge leaner, more focused
reorganized Debtors.  The Debtors also expect fewer foreclosures
moving forward and thus reduce annual foreclosure costs line item
in its projections.

Under the Plan, Class 15 general unsecured creditors will receive
a pro rata share of the Debtors' assets after payment of claims
having priority over Class 15 allowed claims.  Distributions to
holders of Class 15 will come from one of the following: (a) cash
on hand; or (b) funds received by the Debtors from the Lender
Liability Litigation.

A full-text copy of the First Amended Disclosure Statement is
available for free at:

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

                       About Gelt Properties

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11-
15826) on July 25, 2011.  Judge Magdeline D. Coleman presides over
the cases.  Albert A. Ciardi, III, Esq., Jennifer E. Cranston,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., in Philadelphia, Pa., serve as the Debtors' bankruptcy
counsel.  The petitions were signed by Uri Shoham, the Debtors'
chief financial officer.  The Debtors' other professionals
include: Eisenberg, Gold & Cettei P.C. as its special counsel to
provide proper legal counsel to the Debtors with regard to
defending against certain actions, Cohen and Forman as their
special counsel to advise them upon all matters which may arise or
which may be incident to the bankruptcy proceedings.

Gelt Properties disclosed $4.73 million in assets and
$4.84 million in liabilities as of the Chapter 11 filing.  Its
affiliate, Gelt Financial has scheduled $20.3 million in assets
and $17.05 million in liabilities as of the Chapter 11 filing.

On Sept. 15, 2011, a committee of unsecured creditors was
appointed.  Schoff McCabe, P.C. represents the Committee.  Craig
Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the
Committee's accountants.


GROVES IN LINCOLN: Facility Sold to Benchmark Assisted Living
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Groves independent living facility in Lincoln,
Massachusetts, will be sold to an affiliate of Benchmark Assisted
Living LLC.  The contract valued at as much as $35 million was
formally approved on June 13 by the U.S. Bankruptcy Court in
Boston.

Wellesley, Massachusetts-based Benchmark will pay $30 million in
cash plus another $5 million if approval is given to build an
assisted-living facility on the campus.

The report notes that the company said at the initiation of
bankruptcy that the sale should result in a 51 percent recovery on
$88.4 million in Massachusetts Development Finance Agency bonds
sold in 2009 to finance the project.  Combined with reserve funds,
bondholders were told to expect to receive $45.3 million from the
sale.

                    About Groves in Lincoln

The Groves in Lincoln Inc., along with affiliate The Apartments of
the Grove Inc., sought Chapter 11 protection (Bankr. D. Mass. Case
No. 13-11329) in Boston on March 11, 2013.  David C. Turner signed
the petition as president and CEO.

Groves is a Massachusetts not-for-profit corporation organized in
2006 for the purpose of developing and operating a senior
independent living facility in Lincoln, Massachusetts to be known
as The Groves in Lincoln.  This facility now consists of 168
independent living units on a 34-acre campus with a mix of
apartments, cottages, and related common areas including community
center, dining rooms, lounges, barbershop/beauty salon, library,
fitness center and pool.  Groves has 26 full-time employees and 22
part-time employees as of the bankruptcy filing.

The Debtors tapped Murtha Cullina LLP as counsel, Verdolino &
Lowey, P.C. as accountants and financial advisors, and RBC Capital
Markets LLC as investment banker.


HERON LAKE: Incurs $920,500 Net Loss in Jan. 31 Quarter
-------------------------------------------------------
Heron Lake Bioenergy, LLC, filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to the Company of $920,554 on $44.12 million
of revenues for the three months ended Jan. 31, 2013, as compared
with a net loss attributable to the Company of $1.31 million on
$38.86 million of revenues for the three months ended Jan. 31,
2012.

As of Jan. 31, 2013, the Company had $65.60 million in total
assets, $48.92 million in total liabilities and $16.68 million in
total members' equity.

                         Bankruptcy Warning

At Jan. 31, 2013, the Company's total indebtedness to AgStar was
approximately $41.1 million.  All of the Company's assets and real
property are subject to security interests and mortgages in favor
of AgStar as security for the obligations of the master loan
agreement.  The Company's failure to pay any required installment
of principal or interest or any other amounts payable under the
Company's Term Loan or Term Revolving Loan or the Company's
failure to perform or observe any covenant under the Sixth Amended
and Restated Master Loan Agreement would result in an event of
default, entitling AgStar to accelerate and declare due all
amounts outstanding under the Company's Term Loan and its Term
Revolving Loan.

"Upon the occurrence of any one or more Events of Default, as
defined under the Sixth Amended and Restated Forbearance
Agreement, including failure to observe any of the financial or
affirmative covenants..., AgStar may accelerate all of our
indebtedness and may seize the assets that secure our
indebtedness, causing us to lose control of our business.  We may
also be forced to sell our assets, restructure our indebtedness,
submit to foreclosure proceedings, cease operations or seek
bankruptcy or reorganization protection."

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

                        http://is.gd/K2AnB9

                          About Heron Lake

Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol
plant in Heron Lake, Minnesota.  After completing a conversion in
November 2011, the Company is now a natural gas fired ethanol
plant.  Its subsidiary, HLBE Pipeline Company, LLC, owns 73
percent of Agrinatural Gas, LLC, the pipeline company formed to
construct, own, and operate a natural gas pipeline that provides
natural gas to the Company's ethanol production facility through a
connection with the natural gas pipeline facilities of Northern
Border Pipeline Company in Cottonwood County, Minnesota.  Its
subsidiary, Lakefield Farmers Elevator, LLC, has grain facilities
at Lakefield and Wilder, Minnesota.  At nameplate, the Company's
ethanol plant has the capacity to process approximately 18.0
million bushels of corn each year, producing approximately 50
million gallons per year of fuel-grade ethanol and approximately
160,000 tons of distillers' grains with soluble.

In its report on the Company's financial statements for the fiscal
year ended Oct. 31, 2012, Boulay, Heutmaker, Zibell & Co.
P.L.L.P., in Minneapolis, Minnesota, expressed substantial doubt
about Heron Lake BioEnergy's ability to continue as a going
concern.  The independent auditors noted that the Company has
incurred losses due to difficult market conditions and the
impairment of long-lived assets.  "The Company is out of
compliance with its master loan agreement and is operating under a
forbearance agreement whereby the Company agreed to sell
substantially all of its assets."

The Company reported a net loss of $32.35 million for the year
ended Oct. 31, 2012, as compared with net income of $543,017 for
the year ended Oct. 31, 2011.


HERINGER SALES: Case Summary & 3 Unsecured Creditors
----------------------------------------------------
Debtor: Heringer Sales & Service, Inc.
        3598 N. 1450 W.
        Pleasant Grove, UT 84062

Bankruptcy Case No.: 13-26699

Chapter 11 Petition Date: June 11, 2013

Court: U.S. Bankruptcy Court
       District of Utah

Debtor's Counsel: Robert Fugal, Esq.
                  BIRD & FUGAL
                  384 E. 720 S., #201
                  Orem, UT 84058
                  Tel: (801) 426-4700

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/utb13-26699.pdf

The petition was signed by Clark G. Heringer, president & owner.


J.C. PENNEY: Incurs $348 Million Net Loss in May 4 Quarter
----------------------------------------------------------
J.C. Penney Company, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $348 million on $2.63 billion of total net sales for
the three months ended May 4, 2013, as compared with a net loss of
$163 million on $3.15 billion of total net sales for the three
months ended April 28, 2012.

As of May 4, 2013, the Company had $10.37 billion in total assets,
$7.50 billion in total liabilities and $2.86 billion in total
stockholders' equity.

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

                        http://is.gd/XCtmOD

                         About J.C. Penney

Plano, Texas-based J.C. Penney Company, Inc. is one of the U.S.'s
largest department store operators with about 1,100 locations in
the United States and Puerto Rico.

J.C. Penney disclosed a net loss of $985 million in 2012, as
compared with a net loss of $152 million in 2011.

                            *     *     *

The Company carries Moody's Investors Service's B3 Corporate
Family Rating with negative outlook.

Early in March 2013, Standard & Poor's Ratings Services lowered
its corporate credit rating on Penney to 'CCC+' from 'B-'.  The
outlook is negative.  At the same time, S&P lowered the issue-
level rating on the company's unsecured debt to 'CCC+' from 'B-'
and maintained its '3' recovery rating on this debt, indicating
S&P's expectation of meaningful (50% to 70%) recovery for
debtholders in the event of a payment default.

"The downgrade reflects the performance erosion that has
accelerated throughout the previous year and seems likely to
persist over the next 12 months," explained Standard & Poor's
credit analyst David Kuntz.

At the same time, Fitch Ratings downgraded the Company's Issuer
Default Ratings to 'B-' from 'B'.  The Rating Outlook is Negative.
The rating downgrades reflect Fitch's concerns that there is a
lack of visibility in terms of the Company's ability to stabilize
its business in 2013 and beyond after a precipitous decline in
revenues leading to negative EBITDA of $270 million in 2012.
Penney, Fitch said, will need to tap into additional funding to
cover a projected FCF shortfall of $1.3 billion to $1.5 billion in
2013, which could begin to strain its existing sources of
liquidity.

In February 2013, Penney received a notice of default from a law
firm representing more than 50% of its 7.4% Debentures due 2037.
The Company has filed a lawsuit in Delaware Chancery Court seeking
to block efforts by the bondholder group to declare a default on
the 2037 bonds.  Penney also asked lawyers at Brown Rudnick LLP to
identify the investors they represent.

In March 2013, Penney received a letter from bondholders
withdrawing and rescinding the Notice of Default.

On April 12, 2013, Penney borrowed $850 million out of its $1.85
billion committed revolving credit facility with JPMorgan Chase
Bank, N.A., as Administrative Agent, and Wells Fargo Bank,
National Association, as LC Agent. Penney said the move was to
enhance the Company's financial flexibility and position.


LA JOLLA PHARMACEUTICALS: Stockholders Elect 2 Directors to Board
-----------------------------------------------------------------
La Jolla Pharmaceutical Company held its 2013 annual meeting of
stockholders on June 5, 2013, at which the Company's stockholders:

    (i) elected Saaid Zarrabian and George Tidmarsh, M.D., Ph.D.,
        as directors to serve until the Company's 2014 Annual
        Meeting of Stockholders;

   (ii) ratified the selection of Squar, Milner, Peterson, Miranda
        & Williamson, LLP, as the Company's independent registered
        public accounting firm for the fiscal year ending Dec. 31,
        2013;

  (iii) approved on a non-binding advisory basis, the compensation
        paid to the Company's named executive officers;

   (iv) selected "three years" as the desired frequency of future
        stockholder say-on-pay votes; and

    (v) approved an amendment to the Company's Articles of
        Incorporation to implement a reverse stock split, within a
        range from 1-for-2 to 1-for-100, with the exact ratio of
        the reverse stock split to be determined by the Board of
        Directors of the Company.

                  About La Jolla Pharmaceutical

San Diego, Cal.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

After auditing the 2011 results, BDO USA, LLP, in San Diego,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations, has an accumulated deficit of $439.6 million and a
stockholders' deficit of $15.6 million as of Dec. 31, 2011, and
has no current source of revenues.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $7.73 million, as compared with a net loss of $11.54
million for the 12 months ended Dec. 31, 2011.  The Company's
balance sheet at March 31, 2013, showed $2.81 million in total
assets, $271,000 in total liabilities, all current, and $2.54
million in total stockholders' equity.


LDK SOLAR: Incurs $156 Million Net Loss in First Quarter
--------------------------------------------------------
LDK Solar Co., Ltd., reported a net loss of $156.05 million on
$104.34 million of net sales for the three months ended March 31,
2013, as compared with a net loss of $550.53 million on $135.89
million of net sales for the three months ended Dec. 31, 2012.

As of March 31, 2013, the Company had $4.99 billion in total
assets, $5.29 billion in total liabilities, $356.60 million in
redeemable non-controlling interests and a $660.58 million total
deficit.  The Company ended the first quarter of fiscal 2013 with
$174.1 million in cash and cash equivalents and $168.4 million in
short-term pledged bank deposits.

"The first quarter operating environment remained challenging for
the solar industry," stated Xingxue Tong, president and CEO of LDK
Solar.  "We are undertaking a number of initiatives focused on the
restructuring of our business.  We are working closely with our
stakeholders and relevant governmental agencies to negotiate
solutions.  Furthermore, we remain committed to improving our cost
structure by driving down production costs, tightening operating
expenses and adapting our overall business to the evolving demand
environment to position LDK Solar for long-term growth."

"While China still represents the strongest global growth
opportunity, we believe that Southeast Asia, Africa, India and the
US are among several emerging markets with additional growth
potential.  We are focused on increasing our market share in these
areas, and recently reported that we signed a module supply
contract with a leading PV project developer in Thailand.  Current
conditions notwithstanding, we continue to believe there is a
substantial market opportunity to address global energy needs with
solar power," concluded Mr. Tong.

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

                        http://is.gd/BBs0se

                     Still Talking with Lenders

Kanika Sikka and Swetha Gopinath, writing for Reuters, reported
that LDK Solar reported its eighth quarterly loss in a row and
said it was still in talks with its lenders and investors to
refinance its roughly $3 billion of debt, sending its shares down
more than 10 percent.

According to the report, LDK is one of the most heavily indebted
Chinese solar companies, with a majority of its debt due next
year.

The company, which said it hoped to complete its restructuring
within 30 days, disclosed in April that it was in talks to
refinance its debt after partially defaulting on a $24 million
bond payment, the report added.

"We are working closely with our stakeholders and relevant
governmental agencies to negotiate solutions," Chief Executive
Xingxue Tong said in a statement, the report related.

LDK said important investors including China Development Bank Corp
were going through a restructuring proposal, the report further
related.

                          About LDK Solar

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

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

LDK Solar Co disclosed a net loss of $1.05 billion on $862.88
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $608.95 million on $2.15 billion of net sales
for the year ended Dec. 31, 2011.

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


LIFEPOINT HOSPITALS: Fitch Affirms 'BB' Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has affirmed LifePoint Hospitals, Inc.'s ratings,
including the 'BB' Issuer Default Rating (IDR). A complete list of
ratings follows at the end of this release. The ratings apply to
approximately $1.8 billion of debt at March 31, 2013. The Rating
Outlook is Stable.

KEY RATING DRIVERS

-- At 3.2x EBITDA at March 31, 2013, LifePoint's gross debt
   leverage is amongst the lowest in the for-profit hospital
   industry.

-- Fitch expects debt could trend higher during the second half
   of 2013 as the result of funding acquisitions and a slightly
   higher level of capital expenditures, but to remain consistent
   with the company's publicly stated leverage target of 3x-4x
   EBITDA.

-- Liquidity is solid. Lower profitability resulting from the
   integration of recently acquired hospitals is expected to
   pressure the level of free cash flow (FCF; cash from operations
   less dividends and capital expenditures), but Fitch expects it
   to remain above $150 million annually.

-- Organic growth in patient volume has been persistently weak
   across the for-profit hospital industry. However, Fitch expects
   the sector to benefit from the implementation of the Affordable
   Care Act (ACA) starting in 2014. LifePoint's recent hospital
   acquisitions are also supporting growth for the company.

SOLID BALANCE SHEET HELPS ACQUISITION STRATEGY:

LifePoint has consistently demonstrated a strong level of
financial flexibility in recent years and at current levels the
financial and credit metrics provide significant headroom within
the 'BB' rating category. Gross debt leverage is among the lowest
in the for-profit hospital industry with debt-to-EBITDA of 1.4x
through the senior secured bank debt, 2.1x through the senior
unsecured notes, and 3.2x through the senior subordinated
convertible notes.

Hospital acquisitions have recently been a top use of cash for
LifePoint, consuming 31%, 52%, and 45% of CFO in 2011, 2012 and
the LTM ended March 31, 2013, respectively. Fitch estimates that
the company's recent acquisitions will contribute about $220
million of revenue in 2013, or about 5.5% of the company's 2012
revenue before bad debt expense of $4.1 billion. In recent years,
LifePoint has primarily used cash on hand to fund a series of
small acquisitions, focusing on inpatient acute care hospital
assets.

With CFO trending around $400 million and capital expenditures
around $230 million, Fitch estimates that LifePoint can fund two
or three small hospital acquisitions with cash on hand annually
assuming that asset prices do not increase significantly.
LifePoint has already announced three pending acquisitions during
the first half of 2013. At the current pace, the cumulative cost
of funding transactions may require debt financing, leading to
higher leverage at the end of 2013. This is in-line with Fitch's
expectation that LifePoint does not have financial incentive to
manage its balance sheet with debt below 3.0x EBITDA.

LifePoint's relatively stronger balance sheet, coupled with a
record of accomplishment of successfully managing sole provider
hospitals in rural markets, help make the company an attractive
acquirer of hospitals in its preferred markets. LifePoint has
recently been focusing on adding assets in faster growing markets
where it can still have sole provider status, and in recent years
has added markets in three new states - North Carolina, Michigan
and Indiana. LifePoint does have some geographic concentration,
with 55% of 2012 revenue generated in the company's five largest
states, so acquisitions that broaden geographic scope are
favorable to the business profile.

GOOD FINANCIAL FLEXIBILITY:

A favorable debt maturity schedule and adequate liquidity also
support LifePoint's credit profile. In the past year, LifePoint
extended its debt maturity profile by refinancing its bank term
loan and retiring the subordinate convertible debentures, which
were puttable to the company in Feb. 2013.

The largest upcoming maturity is the $575 million senior
subordinated convertible notes maturing May 2014. Fitch expects
the company will refinance this maturity, and notes that LifePoint
currently has capacity to refinance the debt on either of the
secured or unsecured level. The bank agreement permits additional
secured debt up to a senior secured leverage ratio of 3.5x with an
$800 million carveout regardless of the ratio (there is a
springing lien provision in the senior unsecured notes indenture
which required these notes to become ratably secured when secured
debt is greater than 3.0x EBITDA).

At March 31, 2013, liquidity was provided by approximately $160
million of cash, availability on the company's $350 million bank
credit facility revolver ($297 million available), and FCF ($202
million for the latest 12 months [LTM] period, defined as cash
from operations less dividends and capital expenditures).

Fitch projects that LifePoint's FCF will contract by about $40
million in 2013 versus the LTM level, to $160 million. This is
because of lower profitability and higher capital expenditures. An
expectation for a slight contraction in the EBITDA margin in 2013
is primarily because of the integration of less profitable
acquired hospitals.

RURAL MARKET RECOVERY LAGGING BROADER INDUSTRY:

LifePoint is the only pure-play non-urban hospital operator in the
industry, with a sole-provider position in 53 of its 57 markets,
although the company has gained exposure in larger rural and small
suburban markets through some of its recent acquisitions. Having
sole-provider status in the vast majority of markets confers
certain benefits on LifePoint in capturing organic patient volume
growth as well as in negotiating price increases with commercial
health insurers.

While LifePoint's organic patient volume growth has recently
lagged the broader for-profit hospital industry, the company's
results have been consistent with the experience of other rural
and suburban market hospital operators. While persistently weak
organic volume trends across the industry began to show signs of
improvement in the second half of 2011, providers in urban markets
exhibited a much stronger rebound in volume growth that has since
reversed, with weak organic volume trends industry-wide in 2012
and early 2013.

LifePoint and the company's peers have recently been successful in
augmenting weak organic operating trends through acquisition of
inpatient hospitals and other types of care delivery assets.
Consolidation of the industry has been encouraged by the financial
pressures on smaller operators related to payment reforms that are
required by the Affordable Care Act (ACA), and capital
requirements necessary to comply with other government mandates,
such as the implementation of electronic health records.

AFFORDABLE CARE ACT A POSITIVE DRIVER IN 2014:

The main provisions of the ACA that will affect the for-profit
hospital industry include the mandate for individuals to purchase
health insurance or face a financial penalty, and the expansion of
Medicaid eligibility. These elements are scheduled to take effect
in early 2014.

Fitch expects an initially positive financial effect on the acute-
care hospital industry because of the coverage expansion elements
of the ACA, mostly as the result of reduced levels of
uncompensated care, but also through a mild positive boost to
utilization of healthcare services by the newly insured. Over the
several years following the coverage expansion, Fitch expects to
see some erosion of the initial benefits. This is because of a
reduction in Medicare payments through cuts required by the ACA,
as well as a general evolution away from volume-based and toward
value-based pricing for healthcare providers.

RATING SENSITIVITIES

LifePoint's current financial and credit metrics provide decent
headroom within the 'BB' rating category. However, a positive
rating action is unlikely in the near term unless Fitch believes
the company will maintain its gross debt level at or below 3.0x
EBITDA.

A downgrade could result from gross debt to EBITDA maintained
above 4.0x and FCF generation trending below $150 million
annually. Drivers of higher leverage and lower cash generation
could include leveraging acquisitions, difficulties in integrating
recent acquisitions, and a persistently weak organic operating
trend in the for-profit hospital sector.

DEBT ISSUE RATINGS

Fitch affirms LifePoint's ratings as follows:

-- IDR at 'BB';
-- Secured bank facility at 'BB+';
-- Senior unsecured notes at 'BB';
-- Subordinated convertible notes at 'BB-'.


INSIGNIA VESSEL: Moody's Affirms 'B3' CFR, Positive Outlook
-----------------------------------------------------------
Moody's Investors Service affirmed Insignia Vessel Acquisition,
LLC's ratings including its B3 Corporate Family Rating, B3-PD
Probability of Default Rating and positive rating outlook.

At the same time, Moody's assigned a B2 rating to Oceania Cruises,
Inc.'s proposed $75 million five-year first lien senior secured
revolver and $300 million seven-year first lien senior secured
term loan. Oceania Cruises, Inc. is the parent company of Insignia
Vessel Acquisition, LLC.

The proceeds from Oceania's proposed term loan (the revolver is
expected to be undrawn at closing), along with approximately $14
million of existing cash balances, will be used to refinance
Insignia's $35 million revolver (undrawn at March 31, 2013) rated
B2, $232 million outstanding on its first lien term loan rated B2,
and $75 million outstanding on its second lien term loan rated
Caa1. Pro forma for the proposed transaction, there will be no
debt at Insignia -- its ratings will be withdrawn once the
transaction closes -- and the B3 Corporate Family Rating, B3-PD
Probability of Default Rating, and positive rating outlook
designation will be moved to Oceania, the direct obligor of
Moody's rated debt.

The affirmation of Insignia's B3 Corporate Family Rating and B3-PD
Probability of Default Rating reflects the company's pro forma
extended debt maturity with the nearest material debt maturity now
pushed out to 2020 from 2015. It also considers the benefit of a
lower interest cost expected to result from the refinancing --
about $4 million annually -- and the addition of a 50% excess cash
flow sweep mechanism that Moody's expects will result in debt
reduction above and beyond scheduled amounts.

The B2 rating assigned to Oceania's proposed revolver and term
loan incorporates Moody's expectation that both will be guaranteed
on a joint and several basis by the three vessel-owning
subsidiaries that own the Regatta, Nautica, and Insignia Vessels.
Additionally, for LGD modeling purposes, Moody's treats the
proposed revolver and term loan similar in terms of ranking to the
ship financing despite the fact that the ship financing has a
guarantee from the company's ultimate parent, Prestige Cruise
Holdings ("PCH"). The proposed revolver and term loan facility
will not be guaranteed by PCH.

Moody's believes the benefit of the guaranty, specifically the
residual value related to the Riviera and Marina vessels, would be
of minimal value. In a distressed scenario, Moody's believes PCH's
entire fleet, including ships owned by Oceania and PCH's
separately rated Seven Seas Cruises (B2, stable) subsidiary, would
likely deteriorate. As a result, Moody's believes that the
residual value benefit afforded by the guaranty, particularly in a
distressed scenario, would not likely be material.

Insignia ratings affirmed:

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

Insignia ratings affirmed and to be withdrawn upon closing of the
transaction:

  $35 million (undrawn at March 31, 2013) senior secured first
  lien revolver at B2 (LGD 3, 35%)

  $232 million senior secured first lien term loan at B2 (LGD 3,
  35%)

  $75 million senior secured second lien term loan at Caa1 (LGD
  5, 76%)

Oceania ratings assigned:

  $75 million senior secured five-year first lien revolver at B2
  (LGD 3, 37%)

  $300 million senior secured seven-year first lien term loan at
  B2 (LGD 3, 37%)

Ratings Rationale:

Insignia's B3 Corporate Family Rating continues to reflect the
company's small scale, high leverage, the cruise industry's heavy
reliance on leisure travelers, the specialized nature of the ship
asset class, and the need for large non-cancelable commitments of
capital for new ships several years in advance of delivery.
Positive rating consideration is given to the company's profitable
market niche and the favorable long-term demand trends for the
cruise industry in general.

The positive rating outlook reflects Moody's expectation that with
no new ships on order and the Insignia vessel rejoining the fleet
when the charter arrangement expires in the first half of 2014,
the company will generate approximately $100 million of free cash
flow in both 2013 and 2014. Moody's expects the company will apply
a portion of its free cash flow to permanently reduce debt through
its 50% excess cash flow sweep, thereby reducing debt/EBITDA to
approximately 9.0 times at the end of 2014 (or 6.3 times excluding
the PIK subordinated debt).

Ratings could be upgraded if Insignia's debt/EBITDA approached 6.0
times (excluding the PIK subordinated debt) and it maintains good
liquidity. Insignia's rating outlook could be revised to stable if
debt/EBITDA does not improve from its current levels or the
proposed transaction does not occur and the company has difficulty
refinancing the upcoming maturities.

The B2 rating on Oceania's proposed first lien debt (one-notch
higher than Insignia's B3 Corporate Family Rating) benefits from
the approximate $425 million sponsor subordinated payment-in-kind
("PIK") debt that Moody's includes in the liability structure for
LGD purposes. However, if the sponsor subordinated PIK debt were
to convert to equity, the first lien debt may lose the credit
support currently provided by the subordinated PIK debt, along
with the one-notch lift above the Corporate Family Rating that it
currently enjoys.

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

Insignia Vessel Acquisition, LLC is one of five operating
subsidiaries constituting Oceania Cruises, Inc. a small five-ship
(one on charter through April 2014) passenger cruise company.
Oceania targets the upper premium segment of the cruise industry
with destination-oriented cruises that maximize on-shore
activities. Oceania was formed in 2002 and began operating in
2003. Affiliates of Apollo Management L.P. own a large ownership
interest in Oceania's ultimate parent, Prestige Cruise Holdings,
Inc. (PCH). PCH also owns and operates Seven Seas Cruises S. DE
R.L. (formerly known as Classic Cruise Holdings S. DE R.L.) d/b/a
Regent Seven Seas Cruises. As a private company, Oceania is not
required to release detailed financial information to the public.


MBIA INSURANCE: S&P Raises Rating on Revenue Bonds to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on five MBIA
Insurance Corp.-insured housing revenue bonds by three notches to
'B' from 'CCC'.  This action is a result of Standard & Poor's
rating on MBIA Insurance Corp. being raised to 'B' from 'CCC' on
May 8, 2013.

"All of these issues receive partial support via guaranteed
investment contracts or investment agreements from MBIA Insurance
Corp.," said Standard & Poor's credit analyst Renee Berson.
"Should the issuer act to terminate, replace, or guarantee the
existing agreements, and provide cash flows demonstrating the
ability to pay bond obligations without relying on interest
earnings from investment agreements, we will take appropriate
rating action."

The affected issues are:

   -- Alameda Housing Authority, Calif.'s (Ginnie Mae
      collateralized - Independence Plaza Apartments) series 1998A
      multifamily housing revenue refunding bonds;

   -- Nevada Housing Division's (Diamond Creek Apartments project)
      series 1999A multi-unit housing revenue bonds;

   -- Nevada Housing Division's (Diamond Creek Apartments project)
      series 1999B multi-unit housing revenue bonds;

   -- San Jose, Calif.'s (Federal Housing Administration-insured
      mortgage loan - Sixth and Martha Family Apartments -
      Phase II) series 2001C multifamily housing revenue bonds;
      And

   -- San Jose, Calif.'s (Village Parkway Senior Apartments)
      series 2001D multifamily housing revenue bonds.


MEDIA GENERAL: Inks Employment Pact with Four Executive Officers
----------------------------------------------------------------
Media General Inc. entered into employment agreements with each of
George L. Mahoney (Chief Executive Officer), James F. Woodward
(Senior Vice President and Chief Financial Officer), James R.
Conschafter (Vice President, Broadcast Markets), and John R.
Cottingham (Vice President, Broadcast Markets), to serve after the
closing of the Agreement and Plan of Merger between Media General,
Inc., and New Young Broadcasting Holding Co., Inc.

The employment term for Messrs. Mahoney and Woodward is three
years, and for Messrs. Conschafter and Cottingham, two years, in
each case, commencing on the Closing Date.  Following the
expiration of the respective term, the executive will be employed
on an at-will basis.  The executives are entitled to base salary
in the amount of $625,000 for Mr. Mahoney, $500,000 for Mr.
Woodward, $450,000 for Mr. Conschafter, and $430,000 for Mr.
Cottingham, and are also eligible to earn an annual bonus as
follows: 75 percent for Mr. Mahoney, 45 percent for Mr. Woodward,
and 36 percent for each of Mr. Conschafter and Mr. Cottingham.

In the case of Messrs. Conschafter and Cottingham, the Employment
Agreements also provide that they are each entitled to a
transaction bonus of $75,000, payable within 30 days of the
Closing Date.

On June 5, 2013, the Company entered into the Merger Agreement
with New Young providing for an all-stock business combination
transaction between the Company and Young.

At the closing of the transactions contemplated by the Merger
Agreement, the Company will reclassify each outstanding share of
its existing Class A Common Stock, par value $5.00 per share and
each outstanding share of its existing Class B Common Stock, par
value $5.00 per share into one (1) share of a newly-created class
of Voting Common Stock of the Company, by means of a merger of
Merger Sub 1 with and into the Company.  In the Reclassification
Merger, shares of Company Class A Common Stock held by Berkshire
Hathaway, Inc., and its affiliates will be converted on a one-for-
one basis into shares of a newly-created class of Non-Voting
Common Stock of the Company to the extent necessary to ensure that
immediately following the Combination Merger, Berkshire and its
affiliates will hold no more than 4.99 percent of the outstanding
shares of Company Voting Common Stock.

The Merger Agreement contains certain termination rights for both
Young and the Company, including if the Transaction is not
completed on or before June 5, 2014, or if the approval of the
Merger Agreement by the Company's shareholders is not obtained.
In addition, among other termination rights, Young may terminate
the Merger Agreement if the Company Board takes certain actions
that result in a recommendation adverse to the Transaction and the
Company may terminate the Merger Agreement, subject to certain
conditions, to accept a proposal that is superior to the terms and
conditions of the Transaction.  The Merger Agreement also provides
that, upon termination of the Merger Agreement under certain
circumstances, the Company may be required to pay Young a
termination fee of $12 million.

A copy of the Agreement and Plan of Merger is available at:

                        http://is.gd/jQodz7

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.

The Company incurred a net loss of $193.41 million in for the year
ended Dec. 31, 2012, a net loss of $74.32 million for the year
ended Dec. 25, 2011, and a net loss of $22.63 million for the
fiscal year ended Dec. 26, 2010.  The Company's balance sheet at
March 31, 2013, showed $734.70 million in total assets, $926.43
million in total liabilities, and a $191.73 million total
stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on April 12, 2012,
Moody's Investors Service downgraded, among other things, Media
General's Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) to Caa1 from B3, concluding the review for downgrade
initiated on Feb. 13, 2012.  The downgrade reflects the
significant increase in interest expense associated with the
company's credit facility amend and extend transaction and an
assumed issuance of at least $225 million of new notes, which will
result in limited free cash flow generation and constrain Media
General's capacity to reduce its very high leverage.  The weak
free cash flow and high leverage create vulnerability to changes
in the company's highly cyclical revenue and EBITDA generation.

In the Oct. 10, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its rating on Richmond, Va.-based Media
General Inc. to 'B-' from 'CCC+' and removed it from CreditWatch,
where it was placed with positive implications on May 18, 2012.

"The corporate credit rating on Media General is based on our
expectation that the company will be able to maintain adequate
liquidity despite its very high leverage," noted Standard & Poor's
credit analyst Jeanne Shoesmith.


MF GLOBAL: Corzine Opposes JPMorgan Deal
----------------------------------------
Patrick Fitzgerald writing for Dow Jones' DBR Small Cap reports
that lawyers for former MF Global Chief Executive Jon Corzine and
his top lieutenants are opposing a deal between the bankruptcy
trustee winding down the company's brokerage business and J.P.
Morgan Chase & Co. that would funnel $300 million to the firm's
customers.

                          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.


MH EQUITY: Indiana-Based P/E Fund Files Bankruptcy
--------------------------------------------------
Jeff Swiatek, writing for Indianapolis Star, reports that MH
Equity Managing Member LLC -- a private equity fund management
company run by Carmel, Ind., businessman Stephen Hilbert -- has
filed for a Chapter 11 reorganization bankruptcy, listing
liabilities of $1 million to $10 million and assets of $10 million
to $50 million.

The Star relates that MH Equity Managing Member LLC is the manager
of the Hilbert-founded MH Private Equity Fund LLC, which had
invested in a host of companies since its formation in 2005, from
a tanning lotion maker to a gambling "racino."  The fund has been
shrinking its holdings after a split between Mr. Hilbert and John
Menard, the billionaire founder of the Menards' home improvement
chain, who was a major investor in the fund.

According to the report, MH Equity said in its bankruptcy petition
that it faces a Wisconsin lawsuit seeking $10 million in damages
from Merchant Capital, owned by Mr. Menard.


MILES ELECTRIC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Miles Electric Vehicles Limited
        2340 S. Fairfax Avenue
        Los Angeles, CA 90016

Bankruptcy Case No.: 13-11511

Chapter 11 Petition Date: June 11, 2013

Court: U.S. Bankruptcy Court
       District of Delaware

Debtors' Counsel: Jeffrey M. Schlerf, Esq.
                  FOX ROTHSCHILD, LLP
                  919 North Market Street, Suite 1600
                  Wilmington, DE 19801
                  Tel: (302) 654-7444

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

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

Affiliate that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Lio Energy Systems Holdings LLC         13-11512

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

The petitions were signed by John S. Wilson, senior vice
president/secretary/general counsel.


MMRGLOBAL INC: Has Agreement to Dismiss Patent Suit vs. WebMD
-------------------------------------------------------------
MyMedicalRecords, Inc., MMRGlobal, Inc.'s wholly owned subsidiary,
sued WebMD Health Corp. and WebMD Health Services Group, Inc., in
federal district court for patent infringement.  MMR has entered
into a written agreement with WebMD to dismiss the case without
prejudice to re-filing the same case again, in order to continue
to try and resolve the matter without the timing constraints
imposed by the lawsuit.  As the dismissal is without prejudice,
MMR retains the right to re-file the litigation at any time.  The
complaint was filed in the United States District Court for the
Central District of California, case number CV 13-00979 (ODW/SHx),
on Feb. 11, 2013, and is available on the court's Web site
http://www.pacer.gov/.

Robert H. Lorsch, CEO of MMRGlobal, said, "As a former arbitrator
for the American Arbitration Association, I learned from firsthand
experience that resolving disputes privately at a table is always
my preferred course of action when compared to spending millions
of dollars in legal fees over years in a courtroom.  As the
inventor of MMR's health IT patent portfolio, I see this
announcement as a positive development for the Company.  The
purpose in filing our patents has always been to protect MMR's
constitutional right to own property and sell the products and
services which include our patented IP.  We hope this will be the
first of many similar opportunities to build business
relationships at the negotiating table with hospitals, providers,
vendors and others who may be infringing on the Company's IP."

The Company also announced that domestically, it has initiated
service of its patent infringement complaint recently filed
against Jardogs LLC, a subsidiary of Allscripts, case number CV
13-3560, which can also be found at http://www.pacer.gov/.
According to the complaint, Jardogs provides health information
services to consumers and healthcare providers and Jardogs, while
infringing on MMR's patent, also has induced others including
Allscripts, distributors, agents, resellers and users to infringe
one or more claims of the patent.

Internationally, MMR has retained the Sydney, Australia-based law
firm of Rockwell Olivier, which earlier this week advised the
National E-Health Transition Authority in Australia ("NEHTA") that
based on preliminary investigations, the personally controlled
electronic health record system deployed by NEHTA appears in many
respects to be using the same methods as MMR's MyMedicalRecords
Australian patents, specifically numbers 2006202057 and
2008202401.

"While we continue to pursue additional licensing opportunities,
we remain confident in the value of our seven issued U.S. patents
and global patents in 12 countries around the world.  MMR remains
committed to aggressively leveraging our portfolio of health
information technology patents in the marketplace to obtain the
highest value for our stockholders, employees and vendors," Lorsch
added.

                           About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

The Company's balance sheet at March 31, 2013, showed $2.25
million in total assets, $9.04 million in total liabilities and a
$6.79 million total stockholders' deficit.

MMRGlobal incurred a net loss of $5.90 million in 2012, as
compared with a net loss of $8.88 million in 2011.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred significant operating losses and
negative cash flows from operations during the years ended
Dec. 31, 2012, and 2011, that raise substantial doubt about the
Company's ability to continue as a going concern.


MONARCH COMMUNITY: Offering Common Stock at $2 Apiece
-----------------------------------------------------
Monarch Community Bancorp, Inc., the parent company of Monarch
Community Bank, said that its Board of Directors has set $2.00 per
share (on a post-split basis) as the common stock offering price
for its previously announced $16.5 million private placement
equity offering.

On May 7, 2013, the Company announced that it had engaged two well
respected investment banking firms to co-lead a private placement
equity offering of $16.5 million.  The equity offering is
conditioned upon Monarch completing a transaction with the U.S.
Department of Treasury for the retirement of Monarch's Capital
Purchase Program (CPP) preferred stock and accrued, unpaid
interest and dividends, totaling approximately $8.2 million, for
the total sum of approximately $4.5 million.

                      About Monarch Community

Coldwater, Michigan-based Monarch Community Bancorp, Inc. (OTC QB:
MCBF) is the parent company of Monarch Community Bank.  The Bank
operates five full service retail offices in Branch, Calhoun and
Hillsdale counties and eight loan production offices in Kalamazoo,
Calhoun, Berrien, Ingham, Lenawee, Kent, Livingston and Jackson
counties and one in Steuben county, Indiana.

Plante & Moran, PLLC, in Grand Rapids, Michigan, expressed
substantial doubt about Monarch Community's ability to continue as
a going concern, noting that the Corporation has suffered
recurring losses from operations and as of Dec. 31, 2012, did not
meet the minimum capital requirements as established by its
regulators.

The Company reported a net loss of $353,000 on net interest income
of $6.5 million in 2012, compared with a net loss of $353,000 on
net interest income of $6.8 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $196.66 million in total
assets, $186.62 million in total liabilities and $10.04 million in
total stockholders' equity.


MORALES FAMILY: Case Summary & 2 Unsecured Creditors
----------------------------------------------------
Debtor: The Morales Family Trust dated June 26, 1995
        10286 Sunland Blvd.
        Shadow Hills, CA 91040

Bankruptcy Case No.: 13-25056

Chapter 11 Petition Date: June 7, 2013

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Andrew A. Goodman, Esq.
                  GREENBERG & BASS
                  16000 Ventura Blvd Ste 1000
                  Encino, CA 91436
                  Tel: (818) 382-6200
                  Fax: (818) 986-6534
                  E-mail: agoodman@greenbass.com

Scheduled Assets: $3,984,697

Scheduled Liabilities: $1,965,826

A copy of the Company's list of its two unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/cacb13-25056.pdf

The petition was signed by Guillermo Soto Morales, trustee.


MS DEE INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ms. Dee, Inc.
          dba Molly N Me
        6037 Baker Road
        Minnetonka, MN 55345

Bankruptcy Case No.: 13-42909

Chapter 11 Petition Date: June 7, 2013

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Michael E. Ridgway

Debtor's Counsel: Steven B. Nosek, Esq.
                  STEVEN B. NOSEK, P.A.
                  2855 Anthony Ln S, Ste 201
                  St. Anthony, MN 55418
                  Tel: (612) 335-9171
                  Fax: (612) 789-2109
                  E-mail: snosek@visi.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 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/mnb13-42909.pdf

The petition was signed by Deanne Moss, president.


MUNDY RANCH: Balks at Robert Mundy's Motion to Appoint Trustee
--------------------------------------------------------------
Mundy Ranch, Inc. has responded to Robert Mundy's amended motion
to appoint trustee or examiner, or to convert the case to one
under Chapter 7.

Robert Mundy is a shareholder of Mundy Ranch Inc.

The Debtor, in its response, denied that it is being managed
solely by James Mundy and David Metler.  The Debtor explained that
is managed by a board consisting of four members, of which two are
James Mundy and David Metler.

The Debtor also denied that "cause" exists to appoint a trustee or
examiner or to convert the case to one under Chapter 7.  The
Debtor asserted that Robert Mundy is using the amended motion to
pursue a personal vendetta against James Mundy.

In a separate filing, secured creditor Valley National Bank also
objected to Robert Mundy's amended motion to the extent that the
examiner's investigation hinders, interferes with, or delays the
implementation of the terms of the Proposed Order or the
liquidation of the Debtor's assets sufficient to pay VNB or delays
the distribution of proceeds from a sale of the Debtor's assets to
VNB.

As reported by the Troubled Company Reporter on May 16, 2013, the
Court rescheduled until July 9, 2013, at 9 a.m., the hearing to
consider Robert Mundy's request for appointment of a Chapter 11
trustee or examiner to replace management of Mundy Ranch.

Robert Mundy is the son of James Mundy, the president and person-
in-control of the Debtor.  The entire beneficial interest of the
Debtor is owned by James Mundy, sons Robert and Mark Mundy, or by
children of Mark Mundy.

The Debtor is being managed by James Mundy, and by its vice
president, David Metler.  James Mundy is the largest individual
shareholder of the Debtor, owning directly or through family
limited partnerships or trusts approximately 40% of the equity
security interests in the debtor.  Mr. Metler has been designated
by the Debtor as its official representative in the bankruptcy
proceedings.

                         About Mundy Ranch

Mundy Ranch Inc. -- http://www.mundyranch.com/-- is a family-
owned corporation organized under the laws of the State of New
Mexico with its principal place of business in Rio Arriba County,
New Mexico.  Mundy Ranch sells undeveloped parcels of real
property in northern New Mexico which together occupy
approximately 6,000 acres of land.  The majority of the land
consists of an undivided 5,500 acre parcel, which is also called
Mundy Ranch.  Mundy Ranch scheduled the Mundy Ranch Parcel as
having a value of $17,000,000, with secured claims against the
Mundy Ranch Parcel in the amount of $2,095,000.  Mundy Ranch
generates substantially all of its revenue from developing and
selling parcels of land.  It generates a small amount of revenue
by selling Christmas trees.

Mundy Ranch, Inc., filed a Chapter 11 petition (Bankr. D. N.M.
Case No. 12-13015) in Albuquerque, New Mexico.  The Law Office of
George Dave Giddens, PC, in Albuquerque, serves as counsel to the
Debtor.  The Debtor estimated assets of $10 million to $50 million
and debts of up to $10 million.


NATURAL PORK: Amendment to Variant Capital Hiring Approved
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Iowa
approved Natural Pork Production II LLP's first supplemental
amendment to the employment of Variant Capital Advisors as
investment banker.

The Court also directed that the application previously approved
for employment of Variant Capital on behalf of Brayton, LLC, will
be amended and supplemented by stipulation between the Debtor and
Office of the U.S. Trustee.

The Court said that terms and conditions approved under the
original application remain unchanged.

As reported by the Troubled Company Reporter on March 18, 2013,
the Court granted the Debtor permission to employ Variant Capital
as its investment banker in its case and in cases of its
affiliated debtors Brayton LLC, Crawfordsville LLC, and South
Harlan LLC.  Variant Capital will assist the Debtors with
strategic advisory services in connection with the auction and
sale of several of their operating assets.

                        About Natural Pork

Hog raiser Natural Pork Production II, LLP, filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11,
2012, in Des Moines.  The Company formerly did business as Natural
Pork Production, LLC.  It does business as Crawfordsville, LLC,
Brayton, LLC, South Harlan, LLC, and North Harlan, LLC.  The
Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel.  John C. Pietila, Esq.,
at Davis, Brown, Koehn, Shors & Roberts, P.C., in West Des Moines,
Iowa, represents the Debtor as special corporate counsel,
effective as of the Petition Date.

Aaron L. Hammer, Esq., Mark S. Melickian, Esq., and Michael A.
Brandess, Esq., at Sugar, Felsenthal Grais & Hammer LLP, in
Chicago, represent the Official Committee of Unsecured Creditors.
Conway MacKenzie, Inc., serves as its financial advisor.

Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.

Michael P. Mallaney, Esq., at Hudson Mallaney Schindler &
Anderson, in West Des Moines, Iowa, represents the IC Committee as
counsel.


NEW ENERGY: Gets Fourth Interim Approval to Access Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
gave its stamp of approval on a fourth interim agreed order that
allows New Energy Corp., to continue using cash collateral.  The
senior secured creditor, United States Department of Energy, and
the Committee of Unsecured Creditors consent to the use of cash
collateral to pay the expenses in the Chapter 11 case until
June 23, 2013.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender replacement
liens on all property, subject to carve out on certain expenses.

As reported by the Troubled Company Reporter on March 22, 2013,
the Debtor became indebted to the U.S. Department of Energy upon
the Debtor's acquisition of its business from an entity that had
defaulted on a loan guaranteed by DOE under the Alcohol Fuels
Program.  As of the Petition Date, the Debtor's total obligations
to DOE totaled $33,349,500.

The Debtor is also indebted to LF Financial, LLC, pursuant to
certain various credit facilities in the aggregate amount of
$7,097,000 as of the Petition Date.

The debt owed to both DOE and LF Financial is secured by valid,
enforceable, properly perfected and non-avoidable liens and
security interests in all of the Debtor's property.  DOE has first
priority liens of up to $2.6 million in collateral, and the
remainder of the DOE's liens is equal in priority with those of LF
Financial.

                      About New Energy Corp.

New Energy Corp. filed a Chapter 11 petition (Bankr. N.D. Ind.
Case No. 12-33866) in South Bend, Indiana, on Nov. 9, 2012.

The Debtor's ethanol facility is the first large-scale Greenfield
ethanol plant constructed in the U.S. and is capable of producing
100 million gallons of ethanol per year.  The Debtors has operated
continuously, without interruption since 1984.  The Debtor's
operations generated over $280 million in revenue in 2011.
At historical production rates, the Company employs 85 to 90
people to run operations, power the plant and to administer the
business operations of the Debtor.

Jeffrey J. Graham, Esq., at Taft Stettinius & Hollister LLP, in
Indianapolis, serves as counsel.  The Debtor estimated assets of
at least $10 million and liabilities of at least $50 million.


NEW ENERGY: Chrobot's Motion for Stay Relief Denied
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
denied Randall L. Chrobot' motion for relief from automatic stay
in the Chapter 11 case of New Energy Corp.

The Court concluded that there was no cause to lift the automatic
stay, and that Mr. Chrobot's request that the stay be lifted to
continue a state court trial was without any merit.

Mr. Chrobot filed a lawsuit against the Debtor in the St. Joseph
Circuit Court on March 1, 2010, alleging state law claims.

The Bankruptcy Court said the characterization of Mr. Chrobot's
claim as a non-priority, unsecured claim is a bankruptcy rather
than a state court issue, and any objection to that position must
be considered in Bankruptcy Court.

The Bankruptcy Court also held that, in light of the Department of
Energy's secured claim of $33 million and of other secured claims,
and in light of the lower amount of the Debtor's total assets
available for creditors, Mr. Chrobot's claim is not likely to
receive a substantial distribution from the Debtor's bankruptcy
estate.

The DOE also has objected to Mr. Chrobot's motion.

                      About New Energy Corp.

New Energy Corp. filed a Chapter 11 petition (Bankr. N.D. Ind.
Case No. 12-33866) in South Bend, Indiana, on Nov. 9, 2012.

The Debtor's ethanol facility is the first large-scale Greenfield
ethanol plant constructed in the U.S. and is capable of producing
100 million gallons of ethanol per year.  The Debtors has operated
continuously, without interruption since 1984.  The Debtor's
operations generated over $280 million in revenue in 2011.
At historical production rates, the Company employs 85 to 90
people to run operations, power the plant and to administer the
business operations of the Debtor.

Jeffrey J. Graham, Esq., at Taft Stettinius & Hollister LLP, in
Indianapolis, serves as counsel.  The Debtor estimated assets of
at least $10 million and liabilities of at least $50 million.


NEW ENERGY: Court Approves Report on Asset Sale
-----------------------------------------------
Bankruptcy Judge Harry C. Dees Jr., has issued an order approving
a report of sale of substantially all of the assets of New Energy
Corp.

In the report of sale, New Energy said that:

   1. the sale of substantially all of its assets to SB Ethanol
      Real Estate LLC and SB Ethanol Assets LLC -- as designees
      of Maynards Industries (1991) Inc. and Biditup Auctions
      Worldwide, Inc., closed on March 18, 2013.

   2. SB Ethanol Real Estate LLC took title to the Debtor's
      real property, and SB Ethanol Assets LLC took title to
      the Debtor's personal property; and

   3. of the $2,500,000 paid by the successful bidder for
      substantially all assets, $500,000 was allocated to the
      Debtor's real property and $2,000,000 was allocated to the
      Debtor's personal property.

                      About New Energy Corp.

New Energy Corp. filed a Chapter 11 petition (Bankr. N.D. Ind.
Case No. 12-33866) in South Bend, Indiana, on Nov. 9, 2012.

The Debtor's ethanol facility is the first large-scale Greenfield
ethanol plant constructed in the U.S. and is capable of producing
100 million gallons of ethanol per year.  The Debtors has operated
continuously, without interruption since 1984.  The Debtor's
operations generated over $280 million in revenue in 2011.
At historical production rates, the Company employs 85 to 90
people to run operations, power the plant and to administer the
business operations of the Debtor.

Jeffrey J. Graham, Esq., at Taft Stettinius & Hollister LLP, in
Indianapolis, serves as counsel.  The Debtor estimated assets of
at least $10 million and liabilities of at least $50 million.


NEW ENGLAND COMPOUNDING: Some Tort Suits Moved to Mass. Dist. Ct.
-----------------------------------------------------------------
District Judge F. Dennis Saylor, IV, issued a Corrected Memorandum
and Order dated May 31, 2013, on the motion of the Chapter 11
Trustee for New England Compounding Pharmacy, Inc., to transfer
certain personal injury tort and wrongful death lawsuits arising
out of the administration of an injectable steroid,
methylprednisolone acetate ("MPA"), manufactured by NECC.

The complaints allege, in substance, that NECC produced
contaminated MPA that led to serious fungal infections and, in
some instances, death.  As of May 6, 2013, the Centers for Disease
Control and Prevention had reported 53 deaths and 733 incidents of
fungal infection across 20 states related to injections of
contaminated MPA manufactured by NECC since October 2012.

Lawsuits alleging death or injury based on contaminated MPA have
been filed in multiple federal and state jurisdictions around the
country, including the District of Massachusetts, beginning in
November 2012.  In February 2013, the Judicial Panel on
Multidistrict Litigation ("JPML") issued an order under 28 U.S.C.
Sec. 1407 transferring various federal-court proceedings to
District of Massachusetts Court for coordinated and consolidated
pretrial proceedings.  Subsequent orders of the JPML have
transferred other "tag-along" cases to the Mass. District Court.
The matters transferred to the District Court typically name
additional defendants other than NECC, including certain of its
officers and shareholders and certain affiliated corporations.

After NECC filed for bankruptcy protection in December 2012, Paul
D. Moore, the bankruptcy trustee, moved to transfer all personal
injury and wrongful death cases, wherever filed, to the
Massachusetts District Court, to facilitate that process and
achieve that desirable end.  The trustee thus seeks the transfer
not only of all federal cases, but of all related state cases,
regardless of the identity of the defendants.  In substance, the
trustee contends that the District Court can exercise "related-to"
jurisdiction over all such matters under 28 U.S.C. Sections 1334
and 157(b), and should transfer the matters to the District of
Massachusetts.

In the Corrected ruling, Judge Saylor said:

     (1) The Chapter 11 Trustee's Motion is granted as to (1)
those cases against NECC or any affiliated entity or individual
pending in federal courts, (2) those cases against NECC or any
affiliated entity or individual in the process of being removed
from state court, and (3) those cases pending in state courts in
which any party has asserted a claim (including a claim for
contribution or indemnity) against NECC or any affiliated entity
or individual.  The motion is denied as to those cases pending in
state courts in which no claim against NECC or an affiliated
entity or individual has been asserted, without prejudice to its
renewal with as to those cases;

     (2) Roanoke Gentry Locke Plaintiffs' Motion for Mandatory
Abstention is denied;

     (3) the Defendants' Motions to Withdraw the Reference in the
following cases are granted: Shaffer et al v. Cadden, 1:13-cv-
10226-FDS Schroder et al v. New England Compounding Pharmacy,
Inc., 1:13-cv-10227-FDS Cary v. New England Compounding Pharmacy,
Inc., 1:13-cv-10228-FDS Adams v. Cadden, 1:13-cv-10229-FDS

     (4) Plaintiffs' Motions to Remand in these cases are denied:

Thompson v. New England Compounding Pharmacy, Inc., 1:12-cv-12074-
FDS

Armstrong v. New England Compounding Pharmacy, Inc., 1:12-cv-
12077-FDS

Guzman v. New England Compounding Pharmacy, Inc., 1:12-cv-12208-
FDS

Devilli, et al. v. Ameridose, LLC, et al., 1:13-cv-11167-FDS

Marko v. New England Compounding Pharmacy, Inc., et al., 1:13-cv-
10404-FDS

Pennington v. New England Compounding Pharmacy, Inc., et al.,
1:13-cv-10406-FDS

Hannah v. New England Compounding Pharmacy, Inc., et al., 1:13-cv-
10407-FDS

Leaverton v. New England Compounding Pharmacy, Inc., et al., 1:13-
cv-10408-FDS

Jones v. New England Compounding Pharmacy, Inc., et al., 1:13-cv-
10409-FDS

Ramos v. New England Compounding Pharmacy, Inc., et al., 1:13-cv-
10410-FDS

Rios v. New England Compounding Pharmacy, Inc., et al., 1:13-cv-
10411-FDS

Rivera v. New England Compounding Pharmacy, Inc., et al., 1:13-cv-
10412-FDS

Tolotti v. New England Compounding Pharmacy, Inc., et al., 1:13-
cv-10413-FDS

Tayvinsky v. New England Compounding Pharmacy, Inc., et al., 1:13-
cv-10414-FDS

Zavacki v. New England Compounding Pharmacy, Inc., et al., 1:13-
cv-10441-FDS

Letizia v. New England Compounding Pharmacy, Inc., 1:13-cv-10442-
FDS

Gould v. New England Compounding Pharmacy, Inc., 1:13-cv-10444-FDS

Tisa v. New England Compounding Pharmacy, Inc., et al., 1:13-cv-
10446-FDS

Normand v. New England Compounding Pharmacy, Inc., et al., 1:13-
cv-10447-FDS

Radford v. New England Compounding Pharmacy, Inc., et al., 1:13-
cv-10688-FDS

Rhodes v. New England Compounding Pharmacy, Inc., 1:13-cv-10504-
FDS

     (5) The Court will issue separate orders in the dockets of
the specific cases just referenced as to the motions affected by
the order.

The individuals who have been named in cases before the
Massachusetts District Court due to their positions within NECC or
affiliated entities include Barry J. Cadden, Lisa Conigliaro
Cadden, Gregory Conigliaro, Douglas Conigliaro, Carla Conigliaro,
and Glenn A. Chin.  As of the date of the Court's order, these
entities have been alleged to be affiliated with NECC in cases
before the District Court: Ameridose, LLC; Medical Sales
Management, Inc.; Alaunus Pharmaceutical, LLC; GDC Properties
Management, LLC; and GDC Holdings, Inc.

Other state-court plaintiffs dismissed their claims against NECC
after the bankruptcy filing.

A copy of the Corrected Memorandum and Order is available at
http://is.gd/r3sJJRfrom Leagle.com.

Consolidated Plaintiffs represented by:

     Elliot L. Olsen, Esq., Ruohonen & Associates, P.A.,
     J. Scott Sexton, Esq. -- Sexton@gentrylocke.com -- at
        Gentry Locke Rakes & Moore,
     S. James Boumil, Esq. -- SJBoumil@Boumil-Law.com -- at
        Boumil Law Offices,
     Alyson L. Oliver, Esq., at Oliver Law Group PC,
     Anne Andrews, Esq., at Andrews & Thornton,
     Elisha N. Hawk, Esq. -- EHawk@myadvocates.com -- at
        Janet Jenner & Suggs LLP,
     Fredric L. Ellis, Esq., at Ellis & Rapacki,
     Michael Coren, Esq. -- mcoren@cprlaw.com -- at Cohen,
        Placitella & Roth, P.C.
     Thomas B. Martin, Esq. -- tmartin@feldmanshepherd.com --
        Feldman, Shepherd, Wholgelernter, Tanner, Dodig &
        Weinstock.

Plaintiffs' Steering Committee, Plaintiffs Liaison Counsel,
represented by:

     Elizabeth J. Cabraser, Esq. -- ecabraser@lchb.com -- at
        Lieff, Cabraser & Heimann,
     J. Gerard Stranch, IV, Esq. -- gerards@branstetterlaw.com --
        at Branstetter, Stranch & Jennings, PLLC,
     Kimberly A. Dougherty, Esq. -- kdougherty@myadvocates.com --
        at Janet Jenner & Suggs, LLC,
     Kristen Johnson Parker, Esq. -- kristenjp@hbsslaw.com -- at
        Hagens Berman Sobol Shapiro LLP,
     Marc E. Lipton, Esq., at Lipton Law,
     Mark P. Chalos, Esq. -- mchalos@lchb.com -- at Lieff,
        Cabraser, Heimann & Bernstein, LLP,
     O. Mark Zamora, Esq., and Patrick Thomas Fennell, Esq., at
        Crandall & Katt
     Thomas M. Sobol, Esq. -- tom@hbsslaw.com -- at Hagens Berman
        Sobol Shapiro LLP.

Federal-State Liaison Counsel, Plaintiffs Liaison Counsel,
represented by:

     Elizabeth J. Cabraser, Esq., and Mark P. Chalos, Esq.,
        at Lieff, Cabraser, Heimann & Bernstein, LLP.

Lead Counsel, Plaintiffs Liaison Counsel, represented by:

     Thomas M. Sobol, Esq., and Kristen Johnson Parker, Esq.,
        at Hagens Berman Sobol Shapiro LLP.

Alaunus Pharmaceutical, LLC, Defendant, represented by:

     Ryan A. Ciporkin, Esq. -- rciporkin@lawson-weitzen.com --
        at Lawson & Weitzen.

New England Compounding Pharmacy, Inc., Defendant, represented by:

     Frederick H. Fern, Esq. -- ffern@harrisbeach.com -- at
        Harris Beach PLLC,
     Alan M. Winchester, Esq. -- awinchester@harrisbeach.com --
        at Harris Beach, PLLC,
     Daniel E. Tranen, Esq. -- dtranen@hinshawlaw.com -- at
        Hinshaw & Culbertson LLP,
     Geoffrey M. Coan, Esq. -- gcoan@hinshawlaw.com -- at
        Hinshaw & Culbertson LLP,
     Jessica Saunders Eichel, Esq. -- jeichel@harrisbeach.com
        -- at Harris Beach PLLC &
     Judi Abbott Curry, Esq. -- jcurry@harrisbeach.com -- at
        Harris Beach, PLLC.

Ameridose LLC, Defendant, represented by:

     Alan M. Winchester, Esq., at Harris Beach, PLLC,
     Matthew P. Moriarty, Esq. -- matthew.moriarty@tuckerellis.com
        -- at Tucker Ellis, LLP,
     Richard A. Dean, Esq. -- richard.dean@tuckerellis.com -- at
        Tucker Ellis, LLP,
     Thomas W. Coffey, Esq. -- thomas.coffey@tuckerellis.com -- at
        Tucker Ellis LLP,
     Matthew E. Mantalos, Esq. -- mantalos@tsd-lawfirm.com -- at
        Tucker, Saltzman & Dyer, LLP,
     Paul Saltzman, Esq. -- saltzman@tsd-lawfirm.com -- at Tucker,
        Saltzman & Dyer, LLP,
     Scott H. Kremer, Esq. -- kremer@tsd-lawfirm.com -- Tucker,
        Heifetz & Saltzman &
     Scott J. Tucker, Esq. -- tucker@tsd-lawfirm.com -- at Tucker,
        Saltzman & Dyer, LLP.

[As of January 1, 2013, Tucker, Heifetz & Saltzman, LLP became two
firms, Heifetz Rose, LLP, and Tucker, Saltzman & Dyer, LLP.]

Medical Sales Management, SW, Inc., Defendant, represented by:

     Daniel M. Rabinovitz, Esq., at Michaels & Ward, LLP,
     Alan M. Winchester, Esq., at Harris Beach, PLLC,
     Daniel E. Tranen, Esq., at Hinshaw & Culbertson LLP &
     Geoffrey M. Coan, Esq., at Hinshaw & Culbertson LLP.

Barry J Cadden, Defendant, represented by:

     Alan M. Winchester, Esq., at Harris Beach, PLLC &
     Frederick H. Fern, Esq., at Harris Beach PLLC.

Greg Conigliaro, Defendant, represented by:

     Alan M. Winchester, Esq., at Harris Beach, PLLC &
     Frederick H. Fern, Esq., at Harris Beach PLLC.

Lisa Conigliaro Cadden, Defendant, represented by:

     Alan M. Winchester, Esq., at Harris Beach, PLLC &
     Frederick H. Fern, Esq., at Harris Beach PLLC.

GDC Properties Management, LLC, Defendant, represented by:

     Joseph P. Thomas, Esq. -- jthomas@ulmer.com -- at Ulmer
        & Berne LLP,
     Joshua A. Klarfeld, Esq. -- jklarfeld@ulmer.com -- at Ulmer
        & Berne LLP &
     Robert A. Curley, Jr., Esq., at Curley & Curley P.C.

ARL Bio Pharma, Inc., Defendant, represented by:

     Kenneth B. Walton, Esq. -- kwalton@donovanhatem.com -- at
        Donovan & Hatem, LLP &
     Kristen R. Ragosta, Esq. -- kragosta@donovanhatem.com --
        at Donovan & Hatem, LLP.

Douglas Conigliaro, Defendant, represented by:

     Alan M. Winchester, Esq., at Harris Beach, PLLC,
     Frederick H. Fern, Esq., at Harris Beach PLLC,
     Heidi A. Nadel, Esq. -- hnadel@toddweld.com -- at Todd & Weld
       LLP
     Melinda L. Thompson, Esq. -- mthompson@toddweld.com -- at
       Todd & Weld.

Carla Conigliaro, Defendant, represented by:

     Alan M. Winchester, Esq., at Harris Beach, PLLC,
     Frederick H. Fern, Esq., at Harris Beach PLLC,
     Heidi A. Nadel, Esq., at Todd & Weld LLP &
     Melinda L. Thompson, Esq., at Todd & Weld.

Glenn Chin, Defendant, represented by:

     Alan M. Winchester, Esq., at Harris Beach, PLLC &
     Frederick H. Fern, Esq., at Harris Beach PLLC.

South Jersey Healthcare, Defendant, represented by:

     Stephen A. Grossman, Esq. -- sgrossman@mmwr.com -- at
        Montgomery McCracken Walker & Rhoads LLP.

South Jersey Regional Medical Center, Defendant, represented by:

     Stephen A. Grossman, Esq., at Montgomery McCracken Walker
        & Rhoads LLP.

Nitesh Bhagat, Defendant, represented by:

     John M. Lovely, Esq., at Cashman & Lovely &
     Joseph R. Lang, Esq. -- info@lenoxlaw.com -- at Lenox, Socey,
        Formidoni, Giordano, Cooley, Lang & Casey, LLC.

Carilion Surgery Center New River Valley LLC, d/b/a New River
Valley Surgery Center, LLC, Defendant, represented by:

     Michael Preston Gardner, Esq. --
     michael.gardner@leclairryan.com -- at LeClair Ryan, PC

United States of America, Interested Party, represented by:

     Zachary A. Cunha, United States Attorney's Office MA.

Official Committee of Unsecured Creditors in the Chapter 11 Case
of New England Compounding Pharmacy, Inc., Unknown, represented
by:

     David J. Molton, Esq. -- dmolton@brownrudnick.com -- at
        Brown Rudnick LLP &
     Rebecca L. Fordon, Esq. -- rfordon@brownrudnick.com -- at
        Brown Rudnick LLP.

Paul D. Moore, in his capacity as Chapter 11 Trustee of the
Defendant New England Compounding Pharmacy, Inc. d/b/a New England
Compounding Center, Trustee, represented by:

     Jennifer Mikels, Esq. -- JLMikels@duanemorris.com -- at Duane
        Morris LLP,
     Michael R. Gottfried, Esq. -- MRGottfried@duanemorris.com --
        at Duane Morris LLP,
     Thomas B.K. Ringe, III, Esq. -- TBKRinge@duanemorris.com --
        at Duane Morris LLP.
     Frederick H. Fern, Esq., at Harris Beach PLLC,
     Jessica Saunders Eichel, Esq., at Harris Beach PLLC

Roanoke Area LichtensteinFishwick Intervenors, Intervenor,
represented by:

     Gregory Lee Lyons, Esq. -- gll@vatrials.com -- at
        LichtensteinFishwick PLC

                   About New England Compounding

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012,
after a meningitis outbreak linked to an injectable steroid,
methylprednisolone acetate ("MPA"), manufactured by NECC, killed
39 people and sickened 656 in 19 states, though no illnesses have
been reported in Massachusetts.  The Debtor owns and operates the
New England Compounding Center is located in Framingham, Mass.  In
October 2012, the company recalled all its products, not just
those associated with the outbreak.

The company said at the outset of bankruptcy that it would work
with creditors and insurance companies to structure a Chapter 11
plan dealing with personal injury claims.

Daniel C. Cohn, Esq., at Murtha Cullina LLP, serves as the
Debtor's counsel.  Verdolino & Lowey, P.C. is the financial
advisor.

The Debtor estimated assets and liabilities of at least
$1 million.

An official unsecured creditors' committee was formed to represent
individuals with personal-injury claims. The members selected
Brown & Rudnick LLP to be the committee's lawyers.


NEWTON'S CLEANING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Newton's Cleaning Specialists, Inc.
        701 Tilton Road
        Danville, IL 61832

Bankruptcy Case No.: 13-90760

Chapter 11 Petition Date: June 7, 2013

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

Judge: Gerald D. Fines

Debtor's Counsel: Jason S Bartell, Esq.
                  BARTELL POWELL LLP
                  10 E. Main St.
                  Champaign, IL 61820
                  Tel: (217) 352-5900
                  Fax: (217) 352-0182
                  E-mail: jbartell@bartellpowell.com

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

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

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

The petition was signed by Robert D. Newton, president.


NORTHCORE TECHNOLOGIES: Plans to Buy Bio-Diesel Assets From Cielo
-----------------------------------------------------------------
Northcore Technologies Inc. has signed a Letter of Intent with
Cielo Gold Corp. to purchase certain assets that include the Blue
Horizon Bio-Diesel Fuel demonstration plant and related
intellectual property, that are now producing renewable green
diesel fuel from municipal solid waste, with industry leading
quality.

Under terms of the LOI, Northcore will purchase the Bio-Diesel
Assets in exchange for the issue of common shares of Northcore
equivalent to a 48 percent ownership position in Northcore.
Northcore will receive a 50 percent share of the profits resulting
from commercialization of the Renewable-Diesel Assets, which
include new production plants that will be financed by Cielo.

Closing of the transaction is subject to the completion of a
definitive asset purchase agreement and related due diligence,
execution of closing documentation, plus applicable TSX,
regulatory and shareholder approvals.  Northcore has called a
shareholder meeting on July 23, 2013, to approve the proposed
transaction.

The President of Blue Horizon Bio-Diesel, Mr. Don Allan, has been
appointed as CEO of Northcore and to its Board of Directors.

"The quality of our renewable-diesel has exceeded original
expectations.  We are clearly focused on building value for
shareholders, through the business growth potential of our
innovation as the first high quality renewable-diesel producer in
Canada," said Don Allan, CEO of Northcore Technologies.

"We have a long history of developing best-in-class technology and
see the benefit of positioning within the CleanTech sector for
sustainable growth.  We welcome the leadership of Don Allan and
look forward to the commercial benefits of our technology
licensing agreement with Cielo," said Chris Bulger, Chairman of
Northcore Techologies.

                   About Northcore Technologies

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company reported a loss and comprehensive loss of
C$3.93 million in 2011, compared with a loss and comprehensive
loss of C$3.03 million in 2010.

The Company's balance sheet at March 31, 2013, showed C$2.63
million in total assets, C$1.17 million in total liabilities and
$1.46 million in total shareholders' equity.


OCEAN SPRAY: Moody's Lowers Preferred Stock Rating to 'Ba3'
-----------------------------------------------------------
Moody's Investors Service downgraded to Ba3 from Ba2 the preferred
stock of Ocean Spray Cranberries, Inc., and assigned the
cooperative a Ba1 Corporate Family Rating and Ba1-PD Probability
of Default Rating. The rating outlook is stable.

The following ratings have been assigned:

- Corporate Family Rating of Ba1

- Probability of Default Rating of Ba1-PD

The following rating has been downgraded:

- $150 million of Series A perpetual preferred stock of from Ba2
   to Ba3 (LGD 6, 99%)

The rating outlook is stable.

Ratings Rationale:

The downgrade of Ocean Spray's Ba3 Preferred Stock Rating reflects
the steady increase in debt the cooperative has incurred over the
last few years, its increased reliance on its revolver to fund
working capital needs, and the intense competition it faces
relative to both private label and much larger branded beverage
competitors. The rating also reflects the strength of the well-
known Ocean Spray brand and its leading market share in the narrow
category of cranberry-based foods and beverages.

Moody's expects that the shift towards higher margin branded
products and the investment in production capacity expansion will
support earnings growth. However, Ocean Spray's recent capital
investments have resulted in moderately high financial leverage
for a cooperative which faces product concentration risk as
exposure to commodity price volatility. While over the long term
these investments should support some earnings growth, Moody's
expects such growth to be in the low to mid-single digits. The
rating also reflects intense competitive pressure from private
label beverage companies, and volatility in commodity prices,
which could tighten profit margins. Furthermore, given the high
geographic concentration of raw material sources, crop supply
remains a key risk factor.

The stable rating outlook reflects Moody's assumption that the
cooperative will maintain stable market share and earnings and
maintain adequate liquidity.

While unlikely over the near to intermediate term, Ocean Spray's
rating could be upgraded if the cooperative expands its product
diversification and scale, while maintaining operating
profitability and strengthening credit metrics.

The rating could be downgraded if Ocean Spray experiences earnings
or liquidity deterioration, a material loss of market share or
pursues large debt-financed growth initiatives that erode credit
metrics.

The principal methodology used in this rating was the Global
Agricultural Cooperatives Industry published in August 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.


OCEANIA CRUISES: S&P Assigns 'B' Rating to $375MM Facility
----------------------------------------------------------
Standard & Poor's Ratings Services assigned Miami-based cruise
line operator Oceania Cruises Inc.'s proposed $375 million first-
lien senior secured facility (comprised of a $75 million revolver
due 2018 and a $300 million term loan due 2020) S&P's issue-level
rating of 'B' (at the same level as its 'B' corporate credit
rating on the company), with a recovery rating of '3', indicating
S&P's expectation for meaningful recovery (50% to 70%) for lenders
in the event of a payment default.

The company will use the proceeds to refinance its existing first-
and second-lien facilities.  S&P's recovery rating of '3' (50% to
70% recovery expectation) on the planned first-lien facilities is
different than the recovery rating of '2' (70% to 90% recovery
expectation) on the existing first-lien facilities.  In addition,
S&P's issue-level rating on the planned facilities is 'B' compared
with the existing facilities of 'B+', in accordance with its
notching criteria for a recovery rating of '3' and '2',
respectively.  Both the planned revolving credit facility and term
loan are larger than the existing facilities, which results in a
greater amount of first-lien debt outstanding at default under
S&P's simulated default scenario and reduces the recovery
prospects for the planned facilities enough to warrant the lower
recovery rating of '3'.  All other ratings on the company are
unchanged.

The 'B' corporate credit rating reflects S&P's assessment of
Oceania's financial risk as "highly leveraged" and the company's
business risk as "weak," based on its criteria.

S&P's assessment of Oceania's financial risk profile as highly
leveraged reflects the company's high debt levels following
delivery of Marina and Riviera and S&P's expectation that total
lease-adjusted debt to EBITDA will be in the low-7x area in 2013
and improve to about 6x in 2014.  S&P expects EBITDA coverage of
interest expense to be in the low-2x area in 2013 and to improve
to the high-2x area in 2014, which S&P considers good for the
rating.  This partially offsets the negative factors.

S&P's assessment of Oceania's business risk profile as weak is
based on its small fleet and focus on the niche upper-premium
cruise space, the capital-intensive nature of the cruise industry,
and the travel industry's susceptibility to economic cycles and
global political events.  The high quality of Oceania's vessels
and good visibility into future bookings partially offset the
negative rating factors.


ONCURE HOLDINGS: Files for Chapter 11 with $125-Mil. Deal Near
--------------------------------------------------------------
OnCure Holdings, Inc. and certain of its affiliates filed
voluntary petitions to commence proceedings under Chapter 11 of
the United States Bankruptcy Code in an effort to restructure
their finances.  The petitions were filed in the United States
Bankruptcy Court for the District of Delaware.

Prior to filing, OnCure, in consultation with an ad hoc group of
secured noteholders, engaged in an extensive campaign to market
the company's assets to potential financial and strategic buyers,
resulting in an agreement in principle regarding a proposed
acquisition with a third-party purchaser for aggregate
consideration of approximately $125 million (and with
reimbursement of certain expenses, of approximately $126.5
million).  The transaction remains subject to the negotiation and
execution of definitive documentation by the parties.

OnCure's legal advisors in connection with its restructuring are
Latham & Watkins LLP and Richards, Layton & Finger, P.A. Financial
advisory services are being provided by Jefferies LLC. Match Point
Partners LLC is providing management services to OnCure.

For more information on OnCure's bankruptcy case, please visit
www.kccllc.net/oncure, email OnCureInfo@kccllc.com, or call the
case-dedicated toll-free phone number at (877) 634-7166.

Headquartered in Englewood, Colorado, OnCure Holdings, Inc. --
http://www.oncure.com-- is a provider of management services and
facilities to oncology physician groups throughout the country.


ONCURE HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Affiliated entities filing separate Chapter 11 petitions:

     Debtor                                            Case No.
     ------                                            --------
OnCure Holdings, Inc.                                  13-11540
   188 Inverness Drive West, Suite 650
   Englewood, CO 80112
Oncure Medical Corp.                                   13-11541
Sarasota County Oncology, Inc.                         13-11542
Sarasota Radiation & Medical Oncology Center, Inc.     13-11543
Mission Viejo Radiation Oncology Medical Group, Inc.   13-11544
Pointe West Oncology, LLC                              13-11545
Center for Radiation Oncology of Tampa Bay, Inc.       13-11546
JAXPET/Positech, L.L.C.                                13-11547
Venice Oncology Center, Inc.                           13-11548
Interhealth Facility Transport, Inc.                   13-11549
USCC Acquisition Corp.                                 13-11550
Santa Cruz Radiation Oncology Management Corp.         13-11551
USCC Healthcare Management Corp.                       13-11552
Radiation Oncology Center, LLC                         13-11553
Manatee Radiation Oncology, Inc.                       13-11554
U.S. Cancer Care, Inc.                                 13-11555
USCC Florida Acquisition Corp.                         13-11556
Charlotte Community Radiation Oncology, Inc.           13-11557
JAXPET, LLC                                            13-11558
Mica Flo II, Inc.                                      13-11559
Coastal Oncology, Inc.                                 13-11560
Englewood Oncology, Inc.                               13-11561
Fountain Valley & Anaheim
   Radiation Oncology Centers, Inc.                    13-11562

Chapter 11 Petition Date: June 14, 2013

Court: U.S. Bankruptcy Court
       District of Delaware

About the Debtor: OnCure Holdings -- http://www.oncure.com-- is a
                  provider of management services and facilities
                  to oncology physician groups throughout the
                  country.

Debtors' Lead
Counsel:          Paul E. Harner, Esq.
                  Keith A. Simon, Esq.
                  LATHAM & WATKINS LLP
                  885 Third Avenue
                  New York, NY 10023
                  Tel: 212-906-1200
                  Fax: 212-751-4864

Debtors' Local
Counsel:          Daniel J. DeFranceschi, Esq.
                  RICHARDS, LAYTON & FINGER P.A.
                  One Rodney Square, P.O. Box 551
                  Wilmington, DE 19899
                  Tel: 302 651-7700
                  Fax: 302-651-7701
                  E-mail: defranceschi@rlf.com

Total Assets: $179,327,000

Total Debts:  $250,379,000

The petition was signed by Bradford C. Burkett, CEO.

Genstar Capital Partners IV L.P. holds a 72.83% stake while Caisse
de Depot et Placement du Quebec holds a 16.29% stake in OnCure
Holdings, Inc.

Consolidated List of Creditors Holding 30 Largest Unsecured Claim:

  Entity                         Nature of Claim   Claim Amount
  ------                         ---------------   ------------
Genstar Capital LLC              Management Fee      $2,125,000
Four Embarcadero Center
Suite 1900
San Francisco, CA 94111

Tennenbaum Opportunities         Noteholder        Undetermined
Fund VI LLC                      Deficiency

Visium Asset Management LP       Noteholder        Undetermined
                                 Deficiency

The Cincinnati High Yield        Noteholder        Undetermined
Group of JP Morgan               Deficiency
Investment Management Inc.

Principal Fund Inc -             Noteholder        Undetermined
Global Diversified Income Fund   Deficiency

Oppenheimer Global Strategic     Noteholder        Undetermined
Income Fund                      Deficiency

Oppenheimer Global Strategic     Noteholder        Undetermined
Income Fund                      Deficiency

JP Morgan High Yield Fund        Noteholder        Undetermined
                                 Deficiency

Continental Casualty Comany      Noteholder        Undetermined
                                 Deficiency

JPMorgan Strategic Income        Noteholder        Undetermined
Opportunities Fund               Deficiency

Nomura Funds Research and        Noteholder        Undetermined
Technology                       Deficiency

Goldman Sachs High Yield Fund    Noteholder        Undetermined
                                 Deficiency

Copper River CLO Ltd.            Noteholder        Undetermined
                                 Deficiency

Great American Life Insurance    Noteholder        Undetermined
                                 Deficiency

Orpheus Funding LLC              Noteholder        Undetermined
                                 Deficiency

Elliot & Page Limited            Noteholder        Undetermined
                                 Deficiency

General Dynamics Corporation     Noteholder        Undetermined
Group Trust                      Deficiency

Kennecott Funding Ltd.           Noteholder        Undetermined
                                 Deficiency

Sand Point Funding Ltd           Noteholder        Undetermined
                                 Deficiency

Aston Hill Asset                 Noteholder        Undetermined
Management Inc.                  Deficiency

BNY Mellon                       Noteholder        Undetermined
                                 Deficiency

Nomura Multi Managers Fund -     Noteholder        Undetermined
Global High Yield                Deficiency

Nomura US High Yield Bond        Noteholder        Undetermined
Income                           Deficiency

Midland National Life            Noteholder        Undetermined
Insurance Company                Deficiency

JPMorgan Investment Funds -      Noteholder        Undetermined
Income Opportunity Fund          Deficiency

Oppenheimer Champion Income      Noteholder        Undetermined
Fund                             Deficiency

Waddell & Reed High Income Fund  Noteholder        Undetermined
                                 Deficiency

Nomura US Attractive Yield       Noteholder        Undetermined
Corporate Bond Fund Mother Fund  Deficiency

California Public Employees'     Noteholder        Undetermined
Retirement System (5W7Y)         Deficiency

High Yield Corporate Bond        Noteholder        Undetermined
Open Mother Fund                 Deficiency

Du Pont Pension Fund Investment  Noteholder        Undetermined
                                 Deficiency


OP-TECH ENVIRONMENTAL: Incurs $54,000 Net Loss in First Quarter
---------------------------------------------------------------
OP-TECH Environmental Services, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q for the period ended March 31, 2013, disclosing a net loss of
$54,191 on $5.01 million of project billings and services for the
three months ended March 31, 2013, as compared with a net loss of
$324,048 on $5.51 million of project billings and services for the
same period a year ago.

The Company's balance sheet at March 31, 2013, showed $8.99
million in total assets, $12.79 million in total liabilities and a
$3.79 million shareholders' deficit.

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

                        http://is.gd/iuDonY

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

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

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


ORAGENICS INC: Shareholders Elect Six Directors to Board
--------------------------------------------------------
At the 2013 annual meeting of shareholders of Oragenics, Inc.,
which was held on June 6, the Company's shareholders elected
Dr. John Bonfiglio, Dr. Frederick Telling, Christine Koski, Robert
Koski, Charles Pope, and Dr. Alan Dunton as directors, to serve
until the the Company's next annual meeting of shareholders or
until their respective successors are elected and qualified or
until their earlier resignation, removal from office or death.
The shareholders approved on a non-binding advisory basis the
executive compensation and selected "Every Year" as the frequency
of non-binding advisory vote on executive compensation.  The
shareholders also ratified the selection of Mayer Hoffman McCann
P.C. as the Company's independent auditors for the year ending
Dec. 31, 2013.

                        About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics.  Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3.  Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.

Oragenics incurred a net loss of $13.09 million in 2012, as
compared with a net loss of $7.67 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $8.82 million in total
assets, $1.17 million in total liabilities, all current, and $7.64
million in total shareholders' equity.


OZ GAS: Plan Outline Hearing Continued Sine Die
-----------------------------------------------
John D. Oil and Gas Company's case docket says the Bankruptcy
Court has continued until further Court order the hearing on
adequacy of information in the Amended Disclosure Statement
explaining the Debtor's Chapter 11 Plan.

According to the Disclosure Statement, the Debtor's First Amended
Plan of Reorganization dated April 22, 2013, provides that
Priority Claims will receive payment in full within 60 days of the
Effective Date.

The Debtor will make monthly interest payments to RBS Citizens
N.A. (Class 2) doing business as Charter One, on the allowed
amount of the claim over a five-year term with interest at the
non-default contract rate.

Holders of Allowed Class 3 claims will be re-amortized to the
remaining length of the contract, plus 60 months, with interest
accruing at the contract rate.

Allowed General Unsecured Claims (Class 4) -- unless the
Debtor and the holder of any such allowed claim agree to a
different treatment, each holder of an Allowed Class 4 Claim will
receive 90 percent of its claim, paid in cash, within one year of
the Effective Date.

The Equity Interest (Class 5) owners will retain their interests
in the Debtor.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/OZ_GAS_ds_1amendedplan.pdf

                         About John D. Oil,
                Great Plains Exploration and Oz Gas

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains
Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr.
W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012.  Two
days later, John D. Oil filed its own Chapter 11 petition (Bankr.
W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.  The petitions were signed by Richard M. Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


PACIFIC GOLD: CEO Held 53.9% Equity Stake at June 10
----------------------------------------------------
Pacific Gold Corp., on June 10, 2013, issued a total of 300,000
shares of Series A Preferred Stock to Jabi Inc., an entity
controlled by Robert Landau, the Company's chief executive
officer, in full payment of a $300,000 promissory note issued by
the Company to Jabi Inc.  As a result of the transaction, the
number of the Company's shares of common stock beneficially owned
by Mr. Landau, increased to 3,031,798,501 shares, and Mr. Landau's
percentage of beneficial ownership of the Company's common stock
increased to 53.9 percent.  A copy of the amended Schedule 13D is
available for free at http://is.gd/wob0rJ

The Company filed a Certificate of Designation, Preferences and
Rights of Series A Convertible Preferred Stock with the Secretary
of State of the State of Nevada, which authorizes the Company to
issue up to 300,000 shares of Series A Convertible Preferred
Stock, par value $0.001 per share.  The Series A Preferred Stock
ranks senior in preference and priority to the Company's common
stock with respect to dividend and liquidation rights and, except
as provided in the Certificate of Designation or otherwise
required by law, will vote with the common stock on an as
converted basis on all matters presented for a vote of the holders
of common stock, including directors.  Furthermore, until the
Company consummates equity financing from institutional or
strategic investors of at least a $10,000,000, the approval of the
holders of at least two-thirds of the outstanding shares of Series
A Preferred Stock, voting together as a separate class, will be
required for certain corporate actions.  Subject to the terms of
the Certificate of Designation, the Series A Preferred Stock is
convertible (at a 1:10,000 ratio) into 3,000,000,000 shares of
common stock, subject to adjustment for stock splits and similar
events.
For a period of 6 years after issuance, shares of Series A
Preferred Stock may be redeemed by the Company at a price equal to
the greater of (A) 1.50 times $1.00 (the original issue price) per
share, plus 10 percent per annum of the original issue price for
each full year that the Series A Preferred Stock is outstanding up
to and as of the date of redemption, and (B) the Fair Market Value
(as determined in the manner set forth in the Certificate of
Designation) of a single share of Series A Preferred Stock as of
the date of the Company's giving of the redemption notice.

A copy of the Certificate of Designation is available for free at:

                         http://is.gd/Ge5ISQ

                         About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

Pacific Gold diclosed a net loss of $16.62 million in 2012, as
compared with a net loss of $1.38 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $1.45 million in total
assets, $15.06 million in total liabilities and a $13.61 million
total stockholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


PACIFIC GOLD: Magna Group No Longer Holds Shares as of June 10
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Joshua Sason and Magna Group, LLC, disclosed
that, as of June 10, 2013, they do not beneficially own shares of
common stock of Pacific Gold Corp.  Magna Group previously
reported beneficial ownership of 148,000,000 shares of common
stock or 7.2784 percent equity stake.  A copy of the amended
regulatory filing is available at http://is.gd/xCI1pv

                         About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

Pacific Gold disclosed a net loss of $16.62 million in 2012, as
compared with a net loss of $1.38 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $1.45 million in total
assets, $15.06 million in total liabilities and a $13.61 million
total stockholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


PATRIOT COAL: Denies Ending Talks; Union Threatens to Strike
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to the United Mine Workers union, Patriot
Coal Corp. ended talks intended to avert the imposition of wage
and benefit concessions authorized by the St. Louis bankruptcy
judge in her 102-page opinion in May.  The union is threatening to
strike.

According to the report, calling the union's statement "inaccurate
and distorted," the coal producer said late June 12 that the
company hadn't discontinued talks.  Rather, the company said it
needed a two-day adjournment of negotiations to analyze the
$40 million in demands the union was making beyond what the court
authorized.

The report notes that in a statement, the union said the
company cut off further talks, with the two sides $30 million to
$35 million apart.  The company intends to implement the court-
approved concessions on July 1, the union said.  Threatening a
strike, union President Cecil E. Roberts said, "I could not
recommend to our membership that they work under those terms."
Ms. Roberts said the membership "will have their say about whether
they want to work under it or not."  Ms. Roberts said a strike
vote likely will be held during the last week of June.

The report says that although bankruptcy law gives the judge power
to reduce wages and benefits in a union contract, the court can't
preclude ordinary workers from striking in protest.  In her
opinion, U.S. Bankruptcy Judge Kathy A. Surratt-States said
advocacy of a strike is an "indefensible position."  She said it
was "unfathomable that the union might desire to bring about the
debtors' liquidation."

The report notes that Hostess Brands Inc., the baker of Wonder
bread, won the battle with labor only to lose the war.  The
bankruptcy judge in New York allowed the company to impose
concessions on union workers.  The bakery workers' union went on
strike in protest, forcing Hostess to liquidate in bankruptcy.
Airlines and railroad bankruptcies are the sole exceptions where
the bankruptcy court has power to enjoin a strike.  By combination
of the Railway Labor Act and the U.S. Bankruptcy Code, a federal
appeals court ruled that a bankruptcy judge has power to enjoin a
strike and force airline workers to accept lower wages and
benefits.

The Bloomberg News report discloses that the union is appealing
from Judge Surratt-States ruling last month allowing Patriot to
modify union contracts and reduce the guarantee of lifetime
medical care for retirees.

                        About Patriot Coal

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

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

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

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

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


PLYMOUTH EDUCATIONAL: S&P Lowers Rating on $12.7MM Bonds to 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term rating to 'BB-' from 'BB+' on Plymouth Educational Center
Charter School, Mich.'s school's $12.7 million series 2005 public
school academy revenue and refunding bonds.  At the same time,
Standard & Poor's assigned its 'BB-' long-term rating to the
school's $4.2 million series 2013 public school academy revenue
and refunding bonds.  The outlook on all bonds is stable.

"The downgrade reflects our view of Plymouth's significantly weak
cash position, with two days' and three days' cash on hand in
fiscal years 2011 and 2012, respectively," said Standard & Poor's
credit analyst Avani Parikh, "which limits operating flexibility
in the event of any unexpected expenses, enrollment fluctuations
or operating pressures."  While S&P notes the school is making
continued, but modest, gains in its unrestricted cash position
through concentrated operational improvements and is reducing its
dependence on short-term cash flow borrowing through state aid
anticipation notes, current levels are extremely weak.

"In addition, over the past year," added Ms. Parikh, "Plymouth has
experienced a softening in its enrollment and demand profile as a
result of continued economic pressures in Detroit and an
increasingly transient population, with fall 2012 enrollment
coming in below levels management had originally projected."
Management indicates it has taken strategic steps to reverse the
enrollment decline, although S&P notes the school's light waiting
list provides limited flexibility in the event of continued
enrollment pressures.  In S&P's view, the school is able to manage
the additional debt service payments associated with the series
2013 issuance, with debt service payments less than current lease
payments, supporting good pro forma maximum annual debt service
(MADS) coverage.  The rating is further supported by the school's
improved operating performance from a sizable deficit in fiscal
2009 and historically stable enrollment and demand.

The rating reflects S&P's assessment of the school's:

   -- Very weak cash position with only two days' cash on hand in
      fiscal 2011 and three days' cash on hand in fiscal 2012;

   -- Lower-than-anticipated enrollment in fall 2012 and recent
      softness in the school's demand profile, although
      historically enrollment growth has been consistent;

   -- Adequate unreserved general fund balance equivalent to 5.7%
      of fiscal 2012 operating expenses;

   -- Potential for additional administrative, maintenance and
      operational expenses associated with the management of the
      new building purchase; and

   -- Inherent uncertainty associated with charter renewals given
      that the final maturity of the bonds exceeds the time
      horizon of the existing charter.

In S&P's opinion, credit strengths include:

   -- Good pro forma MADS coverage of 1.3x based on fiscal 2012
      and projected fiscal 2013 operations, with the additional
      debt service payments less than historical lease payments;

   -- Manageable pro forma MADS burden of 12% and 13% of fiscal
      2012 and projected fiscal 2013 operating expenses,
      respectively;

   -- Three successful charter renewals with a current charter
      that expires in 2014 and a good relationship with the
      charter authorizer, Central Michigan University (CMU);

   -- Adequate academic performance with standardized test scores
      that are consistently above Detroit Public Schools, but
      below state averages, reflecting opportunity for
      improvement; and

   -- Full faith and credit pledge to appropriate funds annually
      in support of debt service through a state-aid pledge
      agreement.

Plymouth will use the series 2013 bond proceeds, approximately
$4.2 million in fixed-rate debt, to purchase its current high
school facility, which had been previously leased, repay a loan of
approximately $540,000 used to make leasehold improvements, fund a
debt service reserve fund, and pay the costs of issuance.

Initially chartered in 1995 by CMU, Plymouth Educational Center
Charter School is in Detroit and served 1,344 students in
kindergarten through 12th grade during the 2011-2012 school year.

"The stable outlook reflects our view that during the next 12
months, the school will maintain sufficient MADS coverage and meet
its enrollment projections, while building its unrestricted cash
position and unreserved general fund balance," added Ms. Parikh.


POLONES CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Polones Construction Corp.
        6001 15th Avenue
        Brooklyn, NY 11219

Bankruptcy Case No.: 13-43519

Chapter 11 Petition Date: June 7, 2013

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Gary C Fischoff, Esq.
                  BERGER, FISCHOFF & SHUMER, LLP
                  40 Crossways Park Drive
                  Woodbury, NY 11797
                  Tel: (516) 747-1136
                  E-mail: gfischoff@sfbblaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/nyeb13-43519.pdf

The petition was signed by Tomasz Stasiulewicz, president.


POSEIDON CONCEPTS: Canadian Proceeding Recognized in U.S. Courts
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has issued
an order recognizing Poseidon Concepts Corp., et al.'s Canadian
proceeding under the Companies' Creditors Arrangement Act as
foreign main proceeding pursuant to Section 1517(b)(1) of the
Bankruptcy Code.

PricewaterhouseCoopers Inc., as the court-appointed monitor and
authorized foreign representative of the Debtors, said a
proceeding is pending in the Court of Queen's Bench of Alberta,
Canada under the Companies' Creditors Arrangement Act.

Pursuant to the U.S. Court's May 15 order, as additional relief,
the commencement or continuation of any action or proceeding
concerning the assets, rights, obligations or liabilities of the
PC Debtors, including any action or proceeding against PWC in its
capacity as Monitor of the PC Debtors, to the extent not stayed
under Section 1520(a) of the Bankruptcy Code, is stayed.

                  About Poseidon Concepts Corp.

Based in Calgary, Alberta, Poseidon Concepts Corp. filed for
Chapter 15 protection (Bankr. D. Colo. Case No. 13-15893) on
April 12, 2013.  Bankruptcy Judge Howard R. Tallman presides over
the case.  Brent R. Cohen, Esq., at Rothgerber Johnson & Lyons
LLP, represents the Debtor in their U.S. restructuring efforts.
The Debtors estimated $100,001 to $500,000 in assets and
$50 million to $100 million in debts.  The petition was signed by
Clinton L. Roberts at PricewaterhouseCoopers Inc., the foreign
representative.  Affiliates that simultaneously filed Chapter 15
petitions are Poseidon Concepts, Ltd., Poseidon Concepts Limited
Partnership; and Poseidon Concepts, Inc.


POSEIDON CONCEPTS: Gets OK to Incur C$6MM Postpetition Financing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized,
on a final basis, Poseidon Concepts Corp., to:

   -- obtain postpetition financing from Century Services LP
      up to and including the principal amount of C$6,000,000
      with the actual principal amount being loaned subject to
      the terms and conditions of the Commitment Letter; and

   -- grant Century a security interest, registered in second
      position, against all assets, including real estate,
      equipment, accounts, receivable, inventories, among
      others, subject only to certain administration and
      directors' charges referenced in the CCAA Order.

The PC Debtors will use the funds to facilitate, among other
things:

   (a) the PC Debtors' working capital requirements and other
       general corporate purposes and capital expenditures;

   (b) the management and preservation of the PC Debtors'
       assets; and

   (c) the maintenance of the going concern value of the
       PC Debtors' entities and related assets.

The terms of the financing, includes, among other things:

Type of Facility:               demand DIP facility in te maximum
                                amount of C$6,000,000

Interest Rate:                  16 percent per annum

Term:                           The DIP facility is payable on
                                demand by Century following the
                                event of default

Renewal:                        DIP Facility is renewable upon
                                maturity of the term with mutually
                                agreeable terms and conditions, at
                                Century's discretion, for an
                                additional term of four months and
                                for a fee of 2percent of the
                                outstanding amount.

A copy of the financing documents is available for free at:

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

                  About Poseidon Concepts Corp.

Based in Calgary, Alberta, Poseidon Concepts Corp. filed for
Chapter 15 protection (Bankr. D. Colo. Case No. 13-15893) on
April 12, 2013.  Bankruptcy Judge Howard R. Tallman presides over
the case.  Brent R. Cohen, Esq., at Rothgerber Johnson & Lyons
LLP, represents the Debtor in their U.S. restructuring efforts.
The Debtors estimated $100,001 to $500,000 in assets and
$50 million to $100 million in debts.  The petition was signed by
Clinton L. Roberts at PricewaterhouseCoopers Inc., the foreign
representative.  Affiliates that simultaneously filed Chapter 15
petitions are Poseidon Concepts, Ltd., Poseidon Concepts Limited
Partnership; and Poseidon Concepts, Inc.


POSEIDON CONCEPTS: Monitor Has Okay to Sell Assets, Hire E&Y
------------------------------------------------------------
The U.S. Bankruptcy Court has authorized PricewaterhouseCoopers
Inc., the court-appointed monitor and authorized foreign
representative of Poseidon Concepts Corp., et al., to sell the
assets of the PC Debtors.

The PC Debtors may employ Ernst & Young Orenda Corporate Finance
Inc. as financial advisor to market and auction the assets.

The proposed sale was set for June 15, 2013,

                  About Poseidon Concepts Corp.

Based in Calgary, Alberta, Poseidon Concepts Corp. filed for
Chapter 15 protection (Bankr. D. Colo. Case No. 13-15893) on
April 12, 2013.  Bankruptcy Judge Howard R. Tallman presides over
the case.  Brent R. Cohen, Esq., at Rothgerber Johnson & Lyons
LLP, represents the Debtor in their U.S. restructuring efforts.
The Debtors estimated $100,001 to $500,000 in assets and
$50 million to $100 million in debts.  The petition was signed by
Clinton L. Roberts at PricewaterhouseCoopers Inc., the foreign
representative.  Affiliates that simultaneously filed Chapter 15
petitions are Poseidon Concepts, Ltd., Poseidon Concepts Limited
Partnership; and Poseidon Concepts, Inc.


QUICKSILVER RESOURCES: Moody's Cuts CFR to Caa1; Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service downgraded Quicksilver Resources Inc.'s
Corporate Family Rating to Caa1 from B3 and downgraded its senior
subordinated notes rating to Caa3 from Caa2. Moody's also affirmed
the B2 rating on the second lien senior secured term loan,
affirmed the B2 rating on the second lien senior secured notes and
affirmed the Caa2 rating on the senior unsecured notes.

"This rating action is reflective of Quicksilver's revised
recapitalization plan," stated Michael Somogyi, Moody's Vice
President and Senior Analyst. "Quicksilver's inability to complete
its recapitalization plan as proposed elevates near-term
refinancing risk given its weak operating profile and raises
concerns over the sustainability of the company's capital
structure."

Issuer: Quicksilver Resources Inc.

Rating Actions:

Corporate Family Rating, downgraded to Caa1 from B3

Probability of Default Rating, downgrade to Caa1-PD from B3-PD

Senior Subordinate Regular Bond/Debenture, downgraded to Caa3
(LGD-6 93%) from Caa2 (LGD-6 96%)

Rating Affirmations:

Second Lien Senior Secured Term Loan, affirmed B2 (LGD-3 32%)

Second Lien Senior Secured Bond/Debenture, affirmed B2 (LGD-3 32%)

Senior Unsecured Regular Bond/Debenture, affirmed Caa2 (LGD-5 75%)

Rating Outlook:

Outlook, maintain negative outlook

Ratings Rationale:

Quicksilver's Caa1 CFR reflects the company's continued weak
operating profile and its elevating near-term refinancing risk
following the inability to complete its recapitalization plan as
proposed, thereby, raising concerns over the sustainability of the
company's capital structure. The Caa1 CFR also incorporates
Quicksilver's large, proved developed (PD) reserve base, completed
asset sales and negotiated amendment to its bank credit facility
that provide for extended covenant headroom.

Concurrent with the sale of an undivided 25% interest in its
Barnett Shale oil and gas assets to TG Barnett Resources LP, a
wholly-owned U.S. subsidiary of Tokyo Gas Company, Ltd (Aa3
stable) for $485 million, Quicksilver embarked on a broad
recapitalization plan intended to extend its debt maturity profile
and align covenant requirements on its bank credit facility with
strategic business decisions. Proceeds from a proposed, new $675
million senior unsecured notes offering due 2021 and a new $200
million second lien notes offering due 2019, together with a new
$600 million second lien senior secured term loan due 2019, were
intended to refinance near-term debt maturities. The company
announced a cash tender offer relating to its $438 million senior
unsecured notes due 2015, $591 million senior unsecured notes due
2016, and $350 million of senior subordinated notes due 2016.
Quicksilver also commenced a consent solicitation for its $298
million senior unsecured notes due 2019.

Quicksilver was unable to execute its recapitalization plan and
downsized its proposed senior unsecured notes offering to $325
million. The company also terminated its Tender Offer and Consent
Solicitation with respect to the outstanding $350 million senior
subordinated notes due 2016. The reduced size of the new unsecured
notes fails to fully address Quicksilver's near-term refinancing
risk and elevates the execution risk associated with its
transition towards a more balanced product mix due to the high
near-term capital requirement and longer-lead time associated with
the development potential of its asset base.

The Caa2 rating on the senior unsecured notes was affirmed and the
B2 ratings on the second lien senior secured obligations were
affirmed. The senior subordinated notes were downgraded to Caa3.
This notching from Quicksilver's Caa1 CFR reflects the relative
size of company's $350 million senior secured global borrowing
base credit facility (not rated), the $625 million senior secured
second lien term loan and the $200 million second lien senior
secured notes potential priority claim over the $325 million
senior unsecured notes and $350 million senior subordinated notes
under Moody's Loss Given Default (LGD) Methodology. Moody's
overrode the Moody's Loss Given Default Methodology generated B3
rating on the senior secured second lien obligations based on
Moody's expectation that the underlying asset value should provide
a higher average recovery for secured creditors.

The rating outlook remains negative. In order to stabilize the
outlook, Quicksilver needs to demonstrate improved cash margins
along with lower trending leverage metrics. An upgrade is unlikely
in the near term absent material debt reduction and higher natural
gas and NGL prices supportive of improved cash flow generation. A
further downgrade would be considered if Quicksilver's liquidity
profile weakens, or interest coverage and cash flow further
deteriorate beyond maintenance levels.

The principal methodology used in rating Quicksilver was the
Global Independent Exploration and Production Industry Methodology
published in December 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.


PROGUARD ACQUISITION: Gets 3-Year Bid Award From Jackson Health
---------------------------------------------------------------
Proguard Acquisition Corp. received a 3-year bid award from
Jackson Health System for the "office supply products".  Jackson
Health System is one of the largest hospitals in the United States
serving a variety of school-based clinics serving many elementary,
middle and high schools; two long-term care nursing facilities;
six Corrections Health Services clinics; a network of mental
health facilities; Holtz Children's Hospital, Jackson
Rehabilitation Hospital, Jackson Behavioral Health Hospital,
Jackson North Medical Center and Jackson South Community Hospital.

David Kriegstein, CEO of Proguard Acquisition Corp., commented,
"We are very excited that Jackson Health System has recognized us
as a leader in the office supply products space and has the
confidence in our ability to deliver competitive pricing and a
higher level of service than the competition.  Through this
confidence we hope to expand our business to other heath care
institutions, educational institutions and large businesses
showing them that we are often a better fit for their
organization."

                    About Proguard Acquisition

Proguard Acquisition Corp. (OTC BB: PGRD), headquartered in
Lauderdale, Florida, is a Business to Business (B2B) reseller of
all general line office and business products.

As reported in the TCR on April 11, 2013, Pruzansky, P.A., in Boca
Raton, Florida, expressed substantial doubt about Proguard
Acquisition's ability to continue as a going concern, citing the
Company's net loss and net cash used in operations of $445,016 and
$173,189, respectively, during the year ended Dec. 31, 2012, and
stockholders' deficit and accumulated deficit of $49,314 and
$1.42 million, respectively, at Dec. 31, 2012.

The Company's balance sheet at March 31, 2013, showed
$1.21 million in total assets, $1.35 million in total liabilities,
and a stockholders' deficit of $140,223.


RADIENT PHARMACEUTICALS: Has 5-Year License Pact with AMDL
----------------------------------------------------------
Radient Pharmaceuticals Corporation, on June 6, 2013, entered into
a 5-year license agreement between AMDL Diagnostics, Inc., a
division within the company, and Uni Pharma Co., Ltd. a Taipei
Taiwan limited liability company that provides UNI with a 5-year
exclusive license to RXPC's Onko-Sure(R) (formerly called DR-70
cancer blood test kits, procedures, analyses, data, know how,
manufacturing, manufacturing processes, components, trademarks and
intellectual property.  Pursuant to the terms of the Agreement,
the total license fee will be US$500,000, $100,000 of which UNI
shall pay as an up-front license fee ($20,000 upon signing the
agreement and $80,000 upon commencement of training UNI personnel
at ADI facilities) and the remaining of which, UNI will pay in 4
equal annual installments over the next 4 years.  The License
Agreement will become effective upon our receipt of the up-front
license fee.

The agreement covers the following territories: China, Hong Kong,
Malaysia, Singapore, Indonesia, Thailand, Japan, India, Turkey and
Australia and New Zealand.  The Company also agreed not to issue
exclusive rights to any other persons to sell the Tests in the
covered territories during the term of the agreement.

If the Company becomes the party to any type of bankruptcy action
or proceeding that disrupts the Company's business and ability to
deliver the Tests, UNI has the right to use, market and sell the
Tests and carry out any tasks to do same; provided however, sales
made by UNI pursuant thereto, remain subject to the payment of
royalty fees.

The Agreement will continue until the earlier of expiration of the
last patent issued to the Company for the Tests, when UNI
terminates the agreement by discontinuing the offering of the
Tests, or if UNI does not achieve sales necessary to meet the
contractual minimum royalty payments for two consecutive fiscal
quarters.  Each party has the right to terminate the Agreement in
certain circumstances, including a material breach under the
Agreement or following a cure period associated with a government
imposed prohibition against the sale of the licensed products.

A new independent scientific study published in the Oncogenesis,
Inflammatory and Parasitic Tropical Diseases of the Lung edited by
Jean-Marie Kayembe, ISBN 978-953-51-0982-2, published Feb. 13,
2013, indicated that Onko-Sure(R) itself might contribute to
confirm tumor diagnosis and to identify patients with advanced
lung cancer, with high sensitivity (95.8 percent) and specificity
(91.9 percent).  This new data strengthens the Company's views
that Onko-Sure(R) can be used as a lung cancer screening tool.

A copy of the Agreement is available for free at:

                        http://is.gd/0p1kg5

                          Director Quits

On June 4, 2013, Mr. Michael Boswell resigned as a member of the
Company's Board of Directors and the Company's Board of Directors
accepted his resignation.  Mr. Boswell's resignation did not
indicate that his resignation was in connection with any
disagreement with the Company pertaining to the Company's
operations, policies or practices.  Mr. Boswell resigned to
dedicate more of his time to his own business and personal
pursuits.

On June 7, 2013, the Board of Directors appointed Mr. Michael
Christiansen to fill the vacancy on our Board created by Mr.
Boswell's resignation.  Mr. Christiansen was formerly the
Executive Vice President and Chief Financial Officer of Jameson
Stanford Resources Corporation and Bolc n Mining Corporation from
May 2012 to November 2012, with his service concluding upon the
closing of the merger of the two companies.  Prior to joining
Bolcan, Mr. Christiansen worked at WestPark Capital from 2007 to
2012 as Managing Director in the Corporate Finance group.  Mr.
Christiansen has more than fifteen years of investment banking
experience, having served previously with Prudential Securities
from 1997 to 2001, and with Seidler Amdec Securities and Laffer
Associates from 1986 to 1992.  His investment banking experience
includes public and private equity transactions, mergers and
acquisitions, and strategic advisory engagements with clients in
consumer, retailing, software and technology industries.  As a
senior investment banker, he has advised clients on over $1.3
billion in aggregate closed financing transactions.  Mr.
Christiansen also served as Executive Vice President and Chief
Financial Officer of Vizional Technologies, Inc., from 2002
through 2006, and as Executive Vice President and Chief Financial
Officer of PortaCom Wireless, Inc., from 1994 to 1996.  Mr.
Christiansen was awarded an MBA from the University of Southern
California and a B.S. degree in corporate finance and economics
from Utah State University.

As of June 10th 2013, the Company had approximately 4,508,746,417
shares of common stock issued and outstanding.

                   About Radient Pharmaceuticals

Tustin, Calif.-based Radient Pharmaceuticals Corporation is
engaged in the research, development, manufacturing, sale and
marketing of its Onko-Sure(R) test kit, which is a proprietary in-
vitro diagnostic (or IVD) cancer test.  The Company markets its
Onko-Sure(R) test kits in the United States, Canada, Chile,
Europe, India, Korea, Japan, Taiwan, Vietnam and other markets
throughout the world.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, KMJ Corbin & Company
LLP, in Costa Mesa, California, expressed substantial doubt about
Radient's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses, had negative cash flows from operations in 2011 and 2010,
and has a working capital deficit of approximately $49.8 million
at Dec. 31, 2011.

The Company reported a net loss of $86.19 million in 2011,
compared with a net loss of $85.71 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.18 million
in total assets, $50.87 million in total current liabilities, and
a stockholders' deficit of $49.69 million.

                        Bankruptcy Warning

"The committee of our three independent directors continues to
assess whether the Company has any other options to remain in
business.  Due to the shortage of working capital, we were unable
to pay premiums associated with our Directors and Officers
insurance.  As a consequence, on June 25, 2012, we were informed
by two members of our Board of Directors of their resignation.  As
a result, we have only one independent Director serving on our
Board at this time.  Although our remaining sales team continues
to work towards completing pending and future sales of our Onko-
Sure test kit, if these sales are not completed and we do not
otherwise raise additional funds in the immediate future, it is
likely that we will be forced to cease all operations and might
seek protection from our creditors under the United States
bankruptcy laws," the Company said in its annual report for the
year ended Dec. 31, 2011.


RESIDENTIAL CAPITAL: Urges 2nd Circuit to Block Feds' Suit
----------------------------------------------------------
Richard Vanderford of BankruptcyLaw360 reported that bankrupt
mortgage lender Residential Capital LLC asked the Second Circuit
to stop the Federal Housing Finance Agency from suing its
affiliates, arguing the lawsuit has the potential to deplete its
assets.

According to the report, ResCap's affiliates should be protected
by an automatic stay on litigation that occurs when a company
enters bankruptcy, a lawyer for the company told a panel of judges
in oral arguments.

Instead, a court allowed a government suit against nonbankrupt
affiliates to go forward, which has the potential of hurting the
still-restructuring ResCap, 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: Has OK to Repay $1.93 Billion Before Plan
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC received permission from the
bankruptcy judge June 12 to repay $1.127 billion in secured debt
to non-bankrupt parent Ally Financial Inc. and $800 million in
partial reduction of debt owing on the 9.625 percent junior
secured notes.

According to the report, the debt repayments in advance of
emergence from Chapter 11 reorganization are designed to insure a
greater recovery for unsecured creditors by cutting off interest
payments on some of the senior debt.  ResCap, Ally's mortgage-
servicing subsidiary, can make the payments using $4.1 billion
cash generated from the sale of assets.  At June 12 hearing, the
bankruptcy judge extended ResCap's exclusive right for proposing a
Chapter 11 plan until Aug. 21.

The report notes that completion of the reorganization is in sight
given the major parties' agreement for Ally to receive releases in
return for contributing $2.1 billion toward ResCap's Chapter 11
reorganization plan.  The settlement agreement describes in detail
how much each creditor group will receive under the plan.

The Bloomberg News reports that June 26 is the date for a hearing
on approval of the plan support agreement.  It replaced the
original agreement negotiated before ResCap filed for Chapter 11
relief in May 2012.  Facing creditor opposition, ResCap dropped
the original 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).


RESIDENTIAL CAPITAL: Appeals Court Reverses "Branham" Ruling
------------------------------------------------------------
In October 2006, Richard Branham executed a "GMAC SmartLease
Agreement" for a 2007 vehicle from Sharpnack II Chevy Olds, a car
dealer in Willard, Ohio.  After signing the lease, Branham made
approximately 13 payments to GMAC, Inc., before falling behind on
the payments.  Branham ultimately failed to pay on the lease for
three months before the vehicle was repossessed.  Following the
repossession, GMAC sent Branham a letter informing him that it had
ended the lease due to a breach in the terms of the agreement.
GMAC further notified Branham that it was planning on selling the
vehicle at auction unless Branham paid on the delinquent account.
Branham never made any further payments. GMAC sold the vehicle at
auction, resulting in a deficiency balance of $15,167.

GMAC filed a complaint seeking to recover the deficiency balance.
Branham asserted 10 affirmative defenses, none of which related to
GMAC not having standing to enforce the lease agreement as the
real party in interest.  Both parties moved for summary judgment,
which the trial court denied, and on March 28, 2012, the matter
proceeded to a bench trial.  At trial, GMAC presented two
witnesses -- a representative from the company and Branham as if
on cross-examination.  GMAC submitted several exhibits into
evidence, including the lease agreement and various correspondence
from GMAC to Branham regarding the delinquency balance on his
account under the lease, all of which the trial court admitted.

At the conclusion of GMAC's case, Branham moved for a directed
verdict, arguing that GMAC failed to establish a valid assignment
because it never produced the "dealer agreement" between Sharpnack
and GMAC.  Branham argued that the dealer agreement was crucial in
order to establish an assignment to GMAC. GMAC opposed that
argument, asserting that the lease agreement contains a clear
assignment from Sharpnack, the retailer, to GMAC, the party that
provided Branham the financing for the vehicle.  GMAC further
argued that, in addition to the contract itself, the assignment
was supported by all of the activity between the parties,
including the GMAC credit application that Branham completed,
correspondence from GMAC to Branham, and the fact that Branham
made all of his payments to GMAC.

In response to Branham's motion, the trial court found that GMAC
had failed to sustain its burden of proof by showing that it was
the assignee in this matter, and granted judgment in favor of
Branham.  GMAC timely appealed.

The Court of Appeals of Ohio, Sixth District, Huron County, in a
decision dated May 24, 2013, granted the appeal and reversed the
trial court's judgment after ruling that the trial court's finding
is not supported by any competent, credible evidence.

The case is GMAC, Inc., Appellant, v. Richard Branham, Appellee,
C.A. No. H-12-013 (Ohio App.).  A full-text copy of the Decision
is available at http://is.gd/y9O89Cfrom Leagle.com.

                     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: MED&G Appeals Denial of Late Claim
-------------------------------------------------------
MED&G Group LP appeals from the Bankruptcy Court's May 8, 2013,
order denying its motion to file a late claim.  William E. Baney,
Esq., at Wenig Saltiel, LLP, in Brooklyn, New York, represents
MED&G.

As reported in the May 30, 2013 edition of the Troubled Company
Reporter, Judge Martin Glenn denied MED&G Group's request for
relief from the automatic stay for reasons stated on the record at
the May 14, 2013 omnibus hearing.  Judge Glenn also denied for
reasons stated on the record at the April 30, 2013 omnibus hearing
MED&G's motion to file a late proof of claim.

MED&G asked the Court to lift the automatic stay to permit it to
continue prosecuting causes of action raised in its cross-
complaint against Debtors GMAC Mortgage, LLC, and ETS Services,
LLC, in a state court action pending in the Superior Court of
California, County of Sonoma, captioned Inoue v. GMAC Mortgage
Corporation et al., SCV 248256.  The Debtors and MED&G entered a
stipulation modifying the automatic stay solely to permit MED&G to
proceed to trial in the Action with respect to its First Cause of
Action (Quiet Title) and Second Cause of Action (Declaratory
Relief) against GMAC Mortgage and ETS.  The stipulation was
likewise denied by the Court.

                     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: US Trustee Says Co. Can't Keep Deal Secret
---------------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that the U.S.
Trustee's Office blasted a request by bankrupt auto parts
conglomerate Revstone Industries LLC to file under seal an entire
settlement document containing an agreement with the official
committee of unsecured creditors, arguing the company needs to
specify which portions require secrecy.

According to the report, U.S. Trustee Roberta A. DeAngelis
contended in a motion filed with the U.S. Bankruptcy Court for the
District of Delaware that it's Revstone's responsibility to point
out what specific points in the document need to be kept
confidential.

           About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

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.


REVSTONE INDUSTRIES: Shiloh Offers $54MM for Subsidiary
-------------------------------------------------------
Revstone Industries LLC has received a $54.4 million offer from a
Shiloh Industries Inc. subsidiary for its non-debtor auto parts
manufacturing business Contech Castings LLC.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that there will be a hearing on June 26 in the Delaware
bankruptcy court for approval of the sale.  Although Revstone says
the sale doesn't require court approval, the company wants the
judge to give authorization for an out-of-court auction testing if
there is a buyer with a better price than Valley City, Ohio-based
Shiloh's.

Stephanie Gleason, writing for Dow Jones Newswires, reported that
Contech Castings LLC, a 60-year-old automotive die-casting
business that is an indirect subsidiary of Revstone, isn't among
the assets the company placed in Chapter 11 and isn't part of the
bankruptcy estate, Revstone said in court documents filed Tuesday.
Nevertheless, Revstone is seeking bankruptcy court approval of the
sale, "out of an abundance of caution," it said.

Contech was in bankruptcy in 2009.  Revstone bought the business
in June of that year.

Although the Contech sale is technically outside of Revstone's
Chapter 11 process, it is part of a larger plan, Revstone said,
that will ultimately maximize the value of Revstone's assets, for
the benefit of both Contech and Revstone creditors, the Dow Jones
report related.

That plan also includes the sale of another affiliate that isn't
in Chapter 11 called Metavation LLC, implementing customer support
agreements and reaching settlements with claimants including the
Pension Benefit Guaranty Corp., it said, the report added.

According to Dow Jones, Revstone plans to test the offer from
Shiloh Die Cast Midwest LLC at auction on June 25 if other bidders
emerge by June 20, the report further related. To participate in
the auction, bidders must submit an offer worth at least 5% more,
or $2.72 million, than Shiloh's offer. If Shiloh is bested at
auction it would be entitled to a $2 million breakup fee.


          About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

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.


ROCKWELL MEDICAL: Richmond Bros Owned 8% of Shares as of June 7
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on June 7, 2013, Richmond Brothers, Inc.,
disclosed that it beneficially owned 3,288,541 shares of common
stock of Rockwell Medical Technologies Inc. representing 8.38
percent of the shares outstanding.  Richmond Brothers previously
reported beneficial ownership of 3,165,553 common shares or a
12.24 percent equity stake as of May 9, 2013.  A copy of the
amended regulatory filing is available at http://is.gd/USRPfD

                           About Rockwell

Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom,
Michigan, is a fully-integrated biopharmaceutical company
targeting end-stage renal disease ("ESRD") and chronic kidney
disease ("CKD") with innovative products and services for the
treatment of iron deficiency, secondary hyperparathyroidism and
hemodialysis (also referred to as "HD" or "dialysis").

Rockwell's lead investigational drug is in late stage clinical
development for iron therapy treatment in CKD-HD patients.  It is
called Soluble Ferric Pyrophosphate ("SFP").  SFP delivers iron to
the bone marrow in a non-invasive, physiologic manner to
hemodialysis patients via dialysate during their regular dialysis
treatment.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, Plante & Moran, PLLC, in Clinton
Township, Michigan, expressed substantial doubt about Rockwell
Medical's ability to continue as a going concern, citing the
Company's recurring losses from operations, negative working
capital, and insufficient liquidity.

The Company reported a net loss of $54.0 million on $49.8 million
of sales in 2012, compared with a net loss of $21.4 million on
$49.0 million of sales in 2011.  The Company's balance sheet at
Dec. 31, 2012, showed $17.0 million in total assets, $27.0 million
in total current liabilities, and a stockholders' deficit of $10
million.


ROTECH HEALTHCARE: Sale As Creditors Vote On Chapter 11 Plan
------------------------------------------------------------
Stephanie Gleason writing for Dow Jones' DBR Small Cap reports
that Rotech Healthcare Inc. received bankruptcy court approval
Thursday to send its proposed debt-for-equity-swap restructuring
plan to creditors for a vote -- even as it pursues a possible
sale.

                      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: Assets Not Subject to Forfeiture
------------------------------------------------------
Ama Sarfo of BankruptcyLaw360 reported that the Eleventh Circuit
ruled that money in the bank accounts of convicted Ponzi-schemer
Scott Rothstein's bankrupt law firm should not have been subject
to a government forfeiture order after his sentencing, saying the
funds were too co-mingled with the firm's legitimate business.

According to the report, the government argued the accounts were
part of the proceeds of Rothstein's $1.2 billion scheme, but the
circuit court said property can only be forfeited as proceeds when
the government has established a nexus between the property and
the offense.

                   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.


ROTHSTEIN ROSENFELDT: Funds in Firm Acct Not Subject to Forfeiture
------------------------------------------------------------------
David Beasley, writing for Bloomberg News, reported that funds
held in bank accounts of convicted Ponzi schemer Scott Rothstein's
bankrupt law firm can't be forfeited to the government, a federal
appeals court said.

According to the report, the money in the law firm accounts, mixed
with receipts from clients at the time Rothstein was charged,
isn't subject to forfeiture, the Atlanta-based U.S. Court of
Appeals said, reversing the lower court and handing a victory to
the trustee of the law firm's Chapter 11 proceeding.

The funds are so intermingled that it's difficult to determine
which money is from the Ponzi scheme and which is from the
legitimate business of now-defunct Fort Lauderdale, Florida-based
Rothstein, Rosenfeldt & Adler PA, which included billings from 70
attorneys, the court ruled, the report related.

"The government, standing in Rothstein's shoes, may appear in the
Chapter 11 proceeding and lay claim to Rothstein's share of law
firm assets that survive bankruptcy," U.S. Circuit Judge Gerald B.
Tjoflat wrote for the appellate panel, the report added.

Rothstein is serving a 50-year sentence for selling investors
stakes in sex- and employment-discrimination cases that turned out
to be non-existent, the report said. The scheme imploded in the
fall of 2009. He pleaded guilty to five counts of money
laundering, fraud and racketeering in 2010.

                   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.


SAN BERNARDINO, CA: Winston Disqualified From Representing NPFGC
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that National Public Finance Guarantee Corp. must hire
another law firm to be its legal representative in the Chapter 9
municipal bankruptcy of San Bernardino, California, because the
bankruptcy judge ruled June 13 that Winston & Strawn LLP has a
conflict of interest that can't be cured.

The report recounts that California Public Employees' Retirement
System filed papers in May contending that Winston & Strawn should
be disqualified from continuing to represent NPFGC because Winston
hired away a partner and two associates from the Charlotte, North
Carolina, office of K&L Gates LLP.

Those lawyers, the report relates, spent 500 hours in the San
Bernardino bankruptcy working for CalPers, California's public
employees' retirement fund.  At a hearing June 13 in Riverside,
California, U.S. Bankruptcy Judge Meredith A. Jury ruled that the
hiring gave Winston has a conflict of interest that can't be
solved by what's known as an ethical wall.  Were the wall
sufficient, Winston could continue as NPFGC's lawyers so long as
the newly hired lawyers shared no information about Calpers.

The report discloses that NPFGC argued unsuccessfully that the
ethical wall was sufficient because it has no claims against
CalPers, even though their interests admittedly were "not wholly
aligned."

Insurance companies like NPFGC contend that a municipality is
barred from proposing a plan paying Calpers in full while forcing
bondholders to sustain a loss, according to the report.

                  About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SAND TECHNOLOGY: Zalcberg Owned 10.2% Class A Shares at Jan. 1
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Irwin Zalcberg disclosed that, as of Jan. 1, 2013, he
beneficially owned 2,093,068 shares of Class A common shares of
SAND Technology Inc. representing 10.2 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                        http://is.gd/nSgYHh

                       About SAND Technology

Westmount, Quebec-based SAND Technology Inc. (OTC BB: SNDTF)
-- http://www.sand.com/-- provides Data Management Software and
Best Practices for storing, accessing, and analyzing large amounts
of data on-demand while lowering TCO, leveraging existing
infrastructure and improving operational performance.

SAND/DNA solutions include CRM analytics, and specialized
applications for government, healthcare, financial services,
telecommunications, retail, transportation, and other business
sectors.  SAND Technology has offices in the United States,
Canada, the United Kingdom and Central Europe.

SAND Technology reported net income and comprehensive income of
C$2.80 million for the year ended July 31, 2012, compared with a
net loss and comprehensive loss of C$2.20 million during the prior
year.  The Company's balance sheet at Jan. 31, 2013, showed C$2.83
million in total assets, C$3.47 million in total liabilities and a
C$639,265 shareholders' deficiency.


SCHOOL SPECIALTY: Reorganization Plan Declared Effective
--------------------------------------------------------
BankruptcyData reported that School Specialty's Second Amended
Plan of Reorganization became effective, and the Company emerged
from Chapter 11 protection.

The Company explains, "We have used the past four months to
continue transforming our company by strengthening our capital
structure, enhancing our financial flexibility and improving the
quality and efficiency of our operations to deliver better value
for our customers. Today, School Specialty is much better
positioned as a financially secure industry leader to satisfy the
needs of our customers with outstanding customer care and enhance
our brands and product offerings....We raised $320 million in exit
financing -- comprised of a 5-year $175 million Senior Secured
Asset Based Loan with Bank of America and Sun Trust and a 6-year
$145 million syndicated Senior Secured Term Loan led by Credit
Suisse. The new financing improves our capital structure and
financial flexibility and provides sufficient working capital to
fund our requirements. The Company's existing common stock was
cancelled and current equity holders received no distribution.
School Specialty emerges from bankruptcy majority-owned by the
Company's existing group of convertible noteholders, there are no
anticipated key senior management team changes."

                     About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del.
Lead Case No. 13-10125) on Jan. 28, 2013.  The petition estimated
assets of $494.5 million and debt of $394.6 million.

The Debtors are represented by lawyers at Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP.
Alvarez & Marsal North America LLC is the restructuring advisor
and Perella Weinberg Partners LP is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The ABL Lenders are represented by lawyers at Goldberg Kohn and
Richards, Layton and Finger, P.A.  The Ad Hoc DIP Lenders led by
U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan
LLP, and Duane Morris LLP.  The lending consortium consists of
some of the holders of School Specialty Inc.'s 3.75% Convertible
Subordinated Notes Due 2026.

The Official Committee of Unsecured Creditors appointed in the
case is represented by lawyers at Brown Rudnick LLP and Venable
LLP.

Bayside is represented by Pepper Hamilton LLP and Akin Gump
Strauss Hauer & Feld LLP.

School Specialty in April 2013 decided to reorganize rather than
sell.  The company filed a so-called dual track plan that called
for selling the business at auction on May 8 or reorganizing while
giving stock to lenders and unsecured creditors.  The company
later served a notice that the auction was canceled and the plan
would proceed by swapping debt for stock to be owned by lenders,
noteholders, and unsecured creditors.


SEQUENOM INC: Amends 2012 Annual Report to Re-File Exhibit
----------------------------------------------------------
Sequenom, Inc., has amended its annual report on Form 10-K for the
fiscal year ended Dec. 31, 2012, originally filed with the
Securities and Exchange Commission on April 2, 2013, solely to
refile Exhibit 10.57 -- Amendment to Exclusive License of
Technology Agreement, dated Nov. 29, 2012, by and between the
Registrant and ISIS Innovation Limited, and to amend Item 15 of
Part IV of the Original Filing.  A copy of Exhibit 10.57 is
available for free at http://is.gd/jaB7gd

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom disclosed a net loss of $117.02 million in 2012, a net
loss of $74.13 million in 2011 and a net loss of $120.84 million
in 2010.  The Company's balance sheet at March 31, 2013, showed
$227.99 million in total assets, $205.58 million in total
liabilities, and $22.41 million in total stockholders' equity.


SHAMROCK-HOSTMARK: July 10 Hearing on GECC Claim Valuation Bid
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued until July 10, 2013, at 10 a.m., the hearing to
consider a motion to determine the value of a claim secured by a
lien on the Debtors' property.

Shamrock-Hostmark Princeton Hotel LLC has moved for entry of an
order determining the value of General Electric Capital Corp.'s
secured claim.  GECC has a lien on substantially all of the
Debtor's assets, including all cash generated by the operation of
the DoubleTree by Hilton Hotel Princeton hotel located in
Princeton, New Jersey.

                      About Shamrock-Hostmark

Five hotels owned by investment fund Shamrock-Hostmark Hotel Fund
sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 12-25860)
on June 27, 2012, in Chicago.  William Gingrich signed the
petition as vice president-CFO of Hostmark Hospitality Group.

Schaumburg, Ill.-based Shamrock-Hostmark Princeton Hotel LLC
disclosed $522,413 in assets and $15,457,812 in liabilities as of
the Chapter 11 filing.  Shamrock-Hostmark Princeton owns the
DoubleTree by Hilton Hotel Princeton located in Princeton, New
Jersey.  Shamrock-Hostmark Texas owns Crowne Plaza Hotel in San
Antonio, Texas.  Shamrock-Hostmark Palm owns Embassy Suites Palm
Desert in Palm Desert, California.  Shamrock-Hostmark Andover owns
the Wyndham Boston Andover in Andover, Mass.  Shamrock-Hostmark
Tampa owns the DoubleTree by Hilton Hotel Tampa Airport -
Westshore in Tampa, Florida.

Judge Jacqueline P. Cox presides over the case.  The Debtors are
represented by David M. Neff, Esq., at Perkins Coie LLP, in
Chicago, Illinois.


SIMON WORLDWIDE: Names Anthony Espiritu Chief Financial Officer
---------------------------------------------------------------
The Board of Directors of Simon Worldwide, Inc., approved the
nomination of Anthony M. Espiritu to serve as Chief Financial
Officer of the Company, effective June 10, 2013.

Mr. Espiritu, 43, has served as Controller of the Company since
2004.  The office of Chief Financial Officer was previously held
by Greg Mays.  Mr. Mays continues to serve as Chief Executive
Officer of Simon.

Mr. Espiritu has over 20 years' experience in accounting,
financial reporting and auditing.  As Controller, he has been
responsible for the day-to-day management of Simon's and its
subsidiaries' accounting and finance operations, Sarbanes-Oxley
compliance, and preparation of quarterly and annual filings with
the Securities and Exchange Commission.  Earlier in his career,
Mr. Espiritu served as Financial Reporting Manager at Simon and
held auditing positions at Deloitte & Touche and Transamerica
Corporation.  Mr. Espiritu, a Certified Public Accountant, holds a
Bachelor's degree in Business Administration from California State
University, Fullerton.

                       About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At Dec. 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

Simon Worldwide disclosed a net loss of $1.52 million on $0
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $1.97 million on $0 revenue in 2011.  The Company's
balance sheet at March 31, 2013, showed $7.17 million in total
assets, $98,000 in total liabilities, all current, and $7.07
million in total stockholders' equity.


SOLYNDRA LLC: Trustee Says Lien Fight Should Stay In Delaware
-------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that the trustee
overseeing the estate of failed solar-power company Solyndra LLC
urged a Delaware bankruptcy judge to reject a creditor's bid to
transfer a lien dispute to California, saying both jurisdiction
and economy call for keeping the issue in the First State.

According to the report, Kinetic Systems Inc., which holds a $1.2
million mechanic's lien on proceeds brought in from the sale of
Solyndra's mammoth headquarters, says it should be allowed to
resolve its dispute in California.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

The Official Committee of Unsecured Creditors of Solyndra LLC has
tapped Blank Rome LLP as counsel and BDO Consulting as financial
advisors.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.  An auction in June generated $1.79 million from the
sale of 7,200 lots of equipment.

Solyndra filed a liquidating plan at the end of July and scheduled
a hearing on Sept. 7 for approval of the explanatory disclosure
statement.  The Plan is designed to pay 2.5% to 6% to unsecured
creditors with claims totaling as much as $120 million. Unsecured
creditors with $27 million in claims against the holding company
are projected to have a 3% dividend.

The TCR reported on Nov. 12, 2012, Bloomberg News said Solyndra
LLC gave formal notice that its reorganization plan was confirmed
and substantially consummated.  The amended joint Chapter 11 plan
became effective Nov. 7, according to a court filing that fixed
Jan. 13 as the professional fee bar date and Dec. 7 as the bar for
administrative claims.s


SPENDSMART PAYMENTS: Offers to Amend and Exercise Warrants
----------------------------------------------------------
The Spendsmart Payments Company has an offer to amend and exercise
warrants to purchase an aggregate of 2,529,572 shares of common
stock, including:

   (i) outstanding warrants to purchase an aggregate of 634,916
       shares of the Company's common stock issued to investors
       participating in the Company's private placement financing
       completed on Dec. 13, 2012, and Nov. 30, 2012, of which
       541,667 are exercisable at an exercise price of $7.50 per
       share and 93,249 are exercisable at an exercise price of
       $9.00 per share;

  (ii) outstanding warrants to purchase an aggregate of 1,016,518
       shares of the Company's common stock issued to investors
       participating in the Company's private placement financings
       closed on July 19, 2012, June 20, 2012, May 24, 2012 and
       March 31, 2012, of which 833,333 are exercisable at an
       exercise price of $7.50 per share and 183,185 are
       exercisable at an exercise price of $9.00 per share;

(iii) outstanding warrants to purchase an aggregate of 446,188
       shares of the Company's common stock issued to investors
       participating in the Company's private placement financing
       completed on Oct. 21, 2011, and Nov. 21, 2011, of which
       333,334 are exercisable at an exercise price of $7.50 per
       share and 112,854 are exercisable at an exercise price of
       $9.00 per share; and

  (iv) outstanding warrants to purchase an aggregate of 431,950
       shares of the Company's common stock issued to investors
       participating in the Company's private placement financings
       closed on Nov. 16, 2010, of which 125,000 are exercisable
       at an exercise price of $6.00 per share and 306,950 are
       exercisable at an exercise price of $9.00 per share.

Pursuant to the Offer to Amend and Exercise, the $9.00 Original
Warrants will be amended to reduce the exercise price to $2.25 per
share of common stock in cash.  In addition, pursuant to the Offer
to Amend and Exercise the $7.50 Original Warrants will be amended
to reduce the exercise price to $2.25 per share of common stock.
Pursuant to the Offer to Amend and Exercise the $6.00 2010
Warrants will be amended to reduce the exercise price of the $6.00
2010 Warrants from $6.00 per share to $2.25 per share of common
stock in cash on the terms and conditions set forth in the Offer
to Amend and Exercise.

A copy of the SCHEDULE TO is available for free at:

                        http://is.gd/d7QXa3

                          About SpendSmart

San Diego, Calif.-based The SpendSmart Payments Company is a
Colorado corporation.  Through the Company's subsidiary
incorporated in the state of California, The SpendSmart Payments
Company, the Company issues and services prepaid cards marketed to
young people and their parents.  The Company is a publicly traded
company trading on the OTC Bulletin Board under the symbol "SSPC."

The Company's balance sheet at March 31, 2013, showed
$2.77 million in total assets, $1.82 million in total current
liabilities, and stockholders' equity of $947,763.


SPRINT NEXTEL: Amends Merger Agreement with SoftBank
----------------------------------------------------
Sprint Nextel Corporation and SoftBank Corp. have amended the
previously announced merger agreement between the two companies to
deliver greater cash consideration and increased certainty to
Sprint stockholders.  Sprint's Special Committee and Board of
Directors have unanimously approved the amended Merger Agreement
and have unanimously recommended to stockholders to vote FOR the
revised SoftBank transaction.  Sprint and SoftBank anticipate
closing the SoftBank transaction in early July 2013, as previously
communicated.

Under the amended Merger Agreement, SoftBank will deliver an
additional $4.5 billion of cash to Sprint stockholders at closing,
bringing the total cash consideration available to Sprint
stockholders to $16.64 billion.

   * The cash available to stockholders has increased by $1.48 per
     share, from $4.02 to $5.50, based on the June 7, 2013, share
     count (assuming full proration).

   * The $4.5 billion of additional cash at closing will be funded
     by a reallocation of $3 billion of SoftBank's previously
     proposed $4.9 billion primary investment in New Sprint and by
     $1.5 billion of incremental capital from SoftBank.

   * The price at which SoftBank will acquire shares from current
     Sprint shareholders will be increased from $7.30 per share to
     $7.65 per share, a 52 percent premium to the unaffected
     trading price prior to announcement in October 2012.

As part of the amended Merger Agreement, the pricing of SoftBank's
$1.9 billion primary investment will be increased by 19 percent
from the previously agreed $5.25 per share to $6.25 per share.
Pro forma for the transaction, the current Sprint stockholders'
resulting equity ownership in a stronger, more competitive New
Sprint will be 22 percent while Softbank will own approximately 78
percent.

Softbank will continue to invest $1.9 billion in New Sprint at
closing, which in addition to the $3.1 billion convertible debt
investment made by SoftBank in October 2012, brings SoftBank's
total investment in Sprint to $5 billion.  SoftBank and Sprint
believe that the reallocation of primary capital to Sprint
stockholders is warranted given the companies' refined operating
and capital expenditures synergy expectations resulting from
extensive due diligence over the past nine months, as well as
Sprint's improving profitability and execution of its Network
Vision plan.

Sprint also announced that its Special Committee and Board of
Directors have unanimously determined that the proposal submitted
by DISH Network Corporation on April 15, 2013 is not reasonably
likely to lead to a "superior offer" under the Merger Agreement.
Sprint has engaged with DISH since April 15 and, after receiving
waivers from SoftBank under the Merger Agreement, allowed DISH due
diligence to commence on May 21.  Despite the Special Committee's
diligence, DISH has not put forward an actionable offer.  As a
consequence of the lack of progress with DISH and the improved
terms from SoftBank, the Special Committee ended its discussions
with DISH and will request that DISH destroy all of the Sprint
confidential information made available in the course of its
diligence.

"The amended agreement announced today delivers more upfront cash
to Sprint stockholders, while still achieving our goal of creating
a well-capitalized Sprint that is better positioned to bring
meaningful competition to the US market," said SoftBank Chairman
and CEO, Masayoshi Son.  "Our transaction offers significant value
for Sprint stockholders and the opportunity to realize that value
in just a few weeks, without the risks associated with any other
potential transaction.  We look forward to working with the Sprint
management team to accelerate the build out of a nationwide LTE
network, increase competition in the US market and drive
subscriber growth in the years ahead."

Chairman of the Special Committee of the Sprint Board of
Directors, Larry Glasscock, said, "As amended, the SoftBank
transaction provides a significant cash premium, maximizes value
and certainty for Sprint stockholders, and enhances Sprint's long-
term value by creating a company with an improved balance sheet,
greater financial flexibility and a stronger competitive position.
The amended agreement allows Sprint shareholders to receive
substantial cash and to begin to participate in Softbank upside on
an expedited and low-risk basis.  We believe this preserves the
timing and closing certainty of the original Softbank
transaction."

Glasscock continued, "We have expended substantial time and energy
engaging with DISH over the past nine weeks, including an
extensive due diligence process, but these efforts did not lead,
in the Special Committee's view, to a proposal that was reasonably
likely to lead to a proposal superior to SoftBank's."

The revised merger agreement creates a deadline of June 18, 2013,
for DISH to provide its 'best and final' offer and for the
completion of deliberations by the Special Committee and notice to
SoftBank.

The Special Committee made its decision and recommendation after
long and careful deliberation.  Specific steps taken by the
Special Committee include:

   * Proactively hired network and spectrum consultants and
     regulatory counsel (in addition to its previously announced
     financial and legal advisors) to independently advise it on
     certain matters and these individuals participated in the
     extensive due diligence that was performed on DISH and its
     spectrum and network plans;

   * Directed Sprint to respond to nearly all of DISH's numerous
     requests for written diligence materials;

   * Enabled representatives of the Committee and Sprint, as well
     as members of Sprint management, to engage in multiple in-
     person meetings with DISH as well as numerous conference
     calls to discuss a wide variety of diligence subjects such as
     network deployment, HR, IT, marketing and tax; and

   * Participated in numerous calls between the Committee and
     Sprint and their advisors and DISH and its advisors.

Additional terms of the agreement:

   * Amend the definition of "Superior Offer" to exclude any
     proposal that is not fully financed pursuant to binding
     commitments from recognized financial institutions.

   * Require Sprint to adopt a shareholder rights plan.

   * Increase the non-refundable fiduciary termination fee payable
     by Sprint to SoftBank in certain circumstances from $600
     million to $800 million.

To give Sprint stockholders time to evaluate the amended
agreement, Sprint and SoftBank have agreed to adjourn the Special
Meeting of Stockholders to be convened on June 12, 2013, until
June 25, 2013.  Supplemental proxy materials will be filed with
the SEC and distributed to stockholders in the near future and
those materials and an election form will be distributed to
stockholders in the near future.

Consummation of the Sprint-SoftBank merger remains subject to
various conditions to closing, including receipt of approval of
the Federal Communications Commission and adoption of the merger
agreement by Sprint's stockholders.  Sprint and SoftBank
anticipate the merger will be consummated in July 2013, subject to
the remaining closing conditions.

All holders of record of Sprint common stock at the close of
business on April 18, 2013, are eligible to vote at the special
stockholders' meeting.

The Raine Group LLC is serving as lead financial advisor to
SoftBank. Mizuho Secuirites, Goldman Sachs, Deutsche Bank, JP
Morgan and Credit Suisse also served as advisors.  SoftBank's
legal advisors include Morrison & Foerster LLP as lead counsel,
Mori Hamada & Matsumoto as Japanese counsel, Dow Lohnes PLLC as
regulatory counsel, Potter Anderson Corroon LLP as Delaware
counsel, and Foulston & Siefkin LLP as Kansas counsel.

The Special Committee of the Sprint Board of Directors is being
advised by Bank of America Merrill Lynch, Shearman & Sterling LLP,
Bingham and Spectrum Management Consulting.  Citigroup Global
Markets Inc., Rothschild Inc. and UBS Investment Bank are co-lead
financial advisors for Sprint.  Sprint's legal advisors include
Skadden, Arps, Slate, Meagher and Flom LLP as lead counsel,
Lawler, Metzger, Keeney and Logan as regulatory counsel, and
Polsinelli PC as Kansas counsel.

A copy of the Third Amendment to the Agreement and Plan of Merger
is available for free at http://is.gd/Nx6gGT

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

Sprint Nextel incurred a net loss of $4.32 million in 2012, a net
loss of $2.89 million in 2011, and a net loss of $3.46 million in
2010.  The Company's balance sheet at March 31, 2013, showed
$50.75 billion in total assets, $44.28 billion in total
liabilities, and $6.47 billion in total shareholders' equity.

                        Bankruptcy Warning

"If the Merger Agreement terminates and we are unable to raise
sufficient additional capital to fulfill our funding needs in a
timely manner, or we fail to generate sufficient additional
revenue from our wholesale and retail businesses to meet our
obligations beyond the next twelve months, our business prospects,
financial condition and results of operations will likely be
materially and adversely affected, substantial doubt may arise
about our ability to continue as a going concern and we will be
forced to consider all available alternatives, including a
financial restructuring, which could include seeking protection
under the provisions of the United States Bankruptcy Code," the
Company said in its annual report for the period ended Dec. 31,
2012.

On Dec. 17, 2012, the Company entered into an agreement and plan
of merger pursuant to which Sprint agreed to acquire all of the
outstanding shares of Clearwire Corporation Class A and Class B
common stock not currently owned by Sprint, SOFTBANK CORP., which
or their affiliates.  At the closing, the outstanding shares of
common stock will be canceled and converted automatically into the
right to receive $2.97 per share in cash, without interest.

                           *     *     *

As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch.  "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.

In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


SPRINT NEXTEL: New Softbank Offer Small Effect on Moody's Rating
----------------------------------------------------------------
On June 12, 2013, Softbank Corp. announced that it has reached an
agreement with Sprint Nextel Corp. (Sprint Nextel, B1, review
direction uncertain) to raise its offer by 7.5% to $21.6 billion
from the initial offer of $20.1 billion. The increase is
Softbank's measure to counter a competing offer from Dish Network
Corp.'s (DISH; CFR Ba3 on review for downgrade).

The increased cost of the acquisition and the modest additional
leverage, assuming consummation, will have limited impact on the
outcome of Moody's review of Softbank's issuer and senior
unsecured bond ratings (currently, Baa3 on review for downgrade).
The review was initiated following Softbank's announcement in
October 2012 of its intention to acquire Sprint Nextel.

The increase in the purchase price will create a modest increase
in Softbank's overall leverage. The change in terms which result
in a cash infusion to Sprint of $5 billion rather than the
original $8 billion will reduce Sprint's liquidity. Moody's review
will include a careful review of the impact of this reduction in
liquidity on Sprint's capital investment program, a critical
factor in its turnaround.

Moody's considers the scale of the increase to be manageable even
if financed by debt. The $1.5 billion (approximately JPY147
billion) increase is about 7.5% over the initial offer and about
11% of Softbank's reported JPY1,373.8 billion of cash and
equivalents at March-end 2013.

According to Softbank, the primary change in the offer will be the
purchase of 78% of Sprint's shares, previously 70% for $16.6
billion (previously $12.1 billion) and the injection of $5.0
billion of new capital into Sprint rather than the previously
announced $8 billion.

Moody's maintains its view that in its continuing review of
Softbank, it will assess the impact of the debt-financed
acquisition on Softbank's financial fundamentals.

The outcome of the review is a one or at most two notch downgrade
from Softbank's current Baa3 rating. This outcome assumes that 1)
all the existing debt of the SOFTBANK Holding and the debt
associated with the acquisition (estimate revised to $21.6
billion) are guaranteed by its key operating telecommunication
subsidiaries, 2) there is no meaningful increase in debt
obligations at SOFTBANK's operating subsidiaries, 3) the merger is
concluded along lines approximating those currently made public,
4) SOFTBANK does not explicitly support Sprint or its debt
holders, and 5) there is no deterioration in earnings or cash flow
at either company prior to the closing of the transaction.

Moody's further notes that the final rating would also be subject
to a review of the capital structure following the closure of the
Sprint acquisition, assuming it occurs.

Moody's will conclude its review when SOFTBANK completes the
transaction, which according to SOFTBANK is now expected around
early July 2013 from earlier guidance of around July 1st.

The principal methodology used in this rating was Moody's "Global
Telecommunications Industry," published in December 2010.


SPRINT NEXTEL: SoftBank Held 16.4% Series 1 Shares at June 10
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, SoftBank Corp. and its affiliates disclosed
that, as of June 10, 2013, they beneficially owned 590,476,190
shares of Series 1 Common Stock, par value $2.00 per share, of
Sprint Nextel Corporation representing 16.4 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                       http://is.gd/Acp2d9

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

Sprint Nextel incurred a net loss of $4.32 million in 2012, a net
loss of $2.89 million in 2011, and a net loss of $3.46 million in
2010.  The Company's balance sheet at March 31, 2013, showed
$50.75 billion in total assets, $44.28 billion in total
liabilities, and $6.47 billion in total shareholders' equity.

                        Bankruptcy Warning

"If the Merger Agreement terminates and we are unable to raise
sufficient additional capital to fulfill our funding needs in a
timely manner, or we fail to generate sufficient additional
revenue from our wholesale and retail businesses to meet our
obligations beyond the next twelve months, our business prospects,
financial condition and results of operations will likely be
materially and adversely affected, substantial doubt may arise
about our ability to continue as a going concern and we will be
forced to consider all available alternatives, including a
financial restructuring, which could include seeking protection
under the provisions of the United States Bankruptcy Code," the
Company said in its annual report for the period ended Dec. 31,
2012.

On Dec. 17, 2012, the Company entered into an agreement and plan
of merger pursuant to which Sprint agreed to acquire all of the
outstanding shares of Clearwire Corporation Class A and Class B
common stock not currently owned by Sprint, SOFTBANK CORP., which
or their affiliates.  At the closing, the outstanding shares of
common stock will be canceled and converted automatically into the
right to receive $2.97 per share in cash, without interest.

                           *     *     *

As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch.  "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.

In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


STELLAR BIOTECHNOLOGIES: Presents at National Science Conference
----------------------------------------------------------------
Stellar Biotechnologies, Inc., announced the presentation of a
poster at the Annual 2013 National Science Foundation (NSF)
Conference in Baltimore, MD, highlighting the Company's
achievements in developing methods related to the sustainable
cultivation of the ocean mollusk that is the sole source for
Keyhole Limpet Hemocyanin (KLH).

KLH protein is only derived from the Giant Keyhole Limpet
(Megathura crenulata), a scarce sea mollusk native to the Pacific
Coast waters off California.

The poster titled "Megathura crenulata Post Larval Culture --
Bottleneck for a Valuable Medical Resources" was presented by
Brandon Lincicum, Stellar's Executive Director of Aquaculture and
Operations.

The presentation recapped innovations that have allowed Stellar to
achieve, for the first time in the KLH industry, systems and
processes that protect and sustain multiple generations of the
Giant Keyhole Limpet in land-based aquaculture.  These
accomplishments are critical to supplying enough clinical-quality
KLH to meet the future demands of pharmaceutical companies and
researchers.  Stellar's work was partially supported by NSF SBIR
Phase I/II, Phase IIB and prestigious Technology Enhancement
Commercial Partnership (TECP) funding.

"Stellar now has the world's only demonstrated aquaculture
technology for sustainable growth and cultivation of Megathura
crenulata and production of KLH," said Lincicum.  "It was
gratifying to present our industry-leading accomplishments at the
prestigious NSF conference."

Port Hueneme, Calif.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

The Company's balance sheet at March 31, 2013, showed
US$1.4 million in total assets, US$4.6 million in total
liabilities, and a stockholders' deficit of US$3.2 million.
The Company reported a net loss of US$4.4 million on US$177,208 of
revenues for the six months ended Feb. 28, 2013, compared with a
net loss of US$2.1 million  on US$193,607 of revenues for the six
months ended Feb. 29, 2012.


STEREOTAXIS INC: Shareholders Elect Two Class III Directors
-----------------------------------------------------------
At Stereotaxis, Inc.'s annual meeting of shareholders which was
held on June 5, 2013, the shareholders:

   (1) elected Fred A. Middleton and William C. Mills III as Class
       III Directors to serve until the Company's 2016 Annual
       Meeting;

   (2) ratified the appointment of Ernst & Young LLP as the
       Company's independent registered public accounting firm for
       fiscal year 2013;

   (3) approved, by non-binding vote, executive compensation;

   (4) approve an amendment to the Stereotaxis, Inc. 2012 Stock
       Incentive Plan to increase the number of shares authorized
       for issuance thereunder by one million shares; and

   (5) approved a decrease in the authorized number of shares of
       the Company's common stock from 300,000,000 to 50,000,000.

                         About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company incurred a net loss of $9.23 million in 2012, as
compared with a net loss of $32.03 million in 2011. The Company's
balance sheet at March 31, 2013, showed $32.22 million in total
assets, $54.93 million in total liabilities, and a $22.71 million
total stockholders' deficit.


STOCKTON, CA: Bond Insurers Acted Like Freeloaders, Judge Says
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that insurers of municipal bonds issued by the city of
Stockton, California, "adopted the posture of a stone wall" and
acted like "freeloaders."  Consequently, they can't "complain
about the negotiating behavior" of the city.

Those were among the comments contained in a 48-page opinion on
June 12, when U.S. Bankruptcy Judge Christopher M. Klein concluded
that Stockton satisfied the requirements for being in a Chapter 9
municipal bankruptcy, according to the report.

The report relates that the opinion put down on paper a ruling
Judge Klein delivered orally in court on April 1.  Judge Klein
described Stockton as "ground zero for the subprime mortgage
crisis."  He said the city had an "opaque pattern of above-market
compensation for employees."

The report notes that the better part of the opinion was devoted
to the question of whether the city filed for bankruptcy in good
faith.  He ruled that municipal bond insurers Assured Guaranty
Corp. and National Public Finance Guarantee Corp. couldn't
complain about the city when they "absented themselves from all
further discussion" after Stockton said it wouldn't seek
concessions from California Public Employees' Retirement System,
better known as Calpers.

The report shares that Judge Klein said the three-day trial
"should not have been necessary" because the bond insurers were
raising an issue regarding Calpers that won't come before the
court until Stockton seeks approval of a Chapter 9 plan.  The
judge said the bond insurers "did not comply with their
obligation" under California law to "negotiate in good faith."

He said that "decision makers for capital market creditors need to
check their testosterone at the door."  By concluding that
Stockton filed for bankruptcy in good faith and was "insolvent by
all available measures," Judge Klein is allowing the city to move
ahead with the next phase of bankruptcy by proposing a plan where
the lack of concessions demanded from Calpers will be a legitimate
issue.

The Bloomberg News report discloses that Judge Klein said he
will now sign formal orders, including an order for relief in
Chapter 9.  In addition, he will sign an order formally denying a
motion that Assured Guaranty made for reconsideration.  When
orders are signed, the bond insurers will then be entitled to file
appeals.

                      About Stockton, Cal.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo 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.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


STOCKTON, CA: To Pay $5.1-Mil. to Settle Health Claims
------------------------------------------------------
Reuters reported that bankrupt Stockton, California, will pay a
$5.1 million settlement to retired employees losing health
benefits as part of its plan to restructure its finances while
maintaining their pensions, which the city's creditors say need to
be impaired.

According to the report, lawyers for Stockton, the biggest U.S.
city to have filed for bankruptcy, and representatives of the
retirees announced the settlement in U.S. Bankruptcy Court in
Sacramento, California, during a hearing on how the city's
bankruptcy case is proceeding.

The settlement amounts to only 2 percent of the value of the
health benefits the retirees are losing but it leaves intact their
pensions, said Steven Felderstein, a lawyer representing a group
for retired city employees, the report related.

Stockton's bankruptcy case is being watched closely in the U.S.
municipal debt market because of the city's size and because its
financial restructuring plan favors pension payments over
bondholders, the report said.

The retirees must still vote on the settlement, which would go
into effect when Stockton's plan to adjust its debts is approved,
the report added. Stockton, which has faced slumping revenue from
the housing bust, filed for bankruptcy last year after $90 million
in spending cuts since 2008 failed to keep its books in balance.

                      About Stockton, Cal.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo 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.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


STORY BUILDING: Plan Confirmation Hearing Continued Until July 18
-----------------------------------------------------------------
Story Building LLC and Wells Fargo Bank, N.A., as trustee, entered
into a stipulation providing for, among other things, continuance
of the hearing until July 18, 2013, at 10:30 a.m., on confirmation
of the Debtor's Third Amended Plan of Reorganization; and
withdrawal of the motion filed by Wells Fargo for dismissal of the
case. The stipulation also moved the deadline for creditors to
timely deliver ballots on the Plan.

This is the sixth interim stipulation between the parties.  The
parties informed the Court they have reached an agreement on the
material terms of a resolution of disputed issues surrounding
confirmation of the Debtor's Third Amended Plan, and the Debtor's
request to disallow Wells Fargo's claim.  The parties were slated
to file a plan support agreement and modified Plan by June 1.

At the July 18, hearing, the Court will also consider claims
objection.  A case status conference will also be held on the same
date.

                      About Story Building LLC

Story Building LLC is a real estate management company based in
Irvine, California.  The Company owns and operates a 13-story
historical building located in Downtown, Los Angeles, known as the
Walter P. Story Building, located at 610 S. Broadway.  The
building is primarily utilized as a jewelry plaza.

Story Building LLC filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Cal. Case No. 10-16614) on May 17, 2010.  Sandford
Frey, Esq., at Creim Macias Koenig & Frey LLP, represents the
Debtor in its restructuring effort.  The Debtor disclosed
$19,421,024 in assets and $16,500,721 in liabilities as of the
Chapter 11 filing.  There was no official committee of unsecured
creditors appointed in the Debtor's case.

The Debtor has filed a plan providing for distributions to be
funded primarily from operations of the Story Building property,
and the new value contribution.  The Debtor's interest holder has
agreed to provide $160,000.  Under the Plan, distributions will be
funded primarily from operations of the Story Building property,
and the new value contribution.  The Debtor's interest holder has
agreed to provide $160,000.

Wells Fargo Bank NA -- as trustee for the registered holders of
JPMorgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2004-C1 -- is
represented by Michelle McMahon, Esq., at Bryan Cave LLP.


STRATUS MEDIA: Isaac Blech Held 67.1% Equity Stake at May 2
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Isaac Blech and his affiliates disclosed
that, as of May 2, 2013, they beneficially owned 173,095,238
shares of common stock of Stratus Media Group, Inc., representing
67.1 percent of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/33OVrs

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

Stratus Media disclosed a net loss of $6.84 million on $374,542 of
total revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $23.63 million on $570,476 of total revenues for the
year ended Dec. 31, 2011.  The Company's balance sheet at Dec. 31,
2012, showed $2.44 million in total assets, $20.85 million in
total liabilities, all current, and a $18.40 million total
shareholders' deficit.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that Stratus Media has suffered recurring losses
and has negative cash flow from operations which conditions raise
substantial doubt as to the ability of the Company to continue as
a going concern.


T3 MOTION: Issues 5.2 Million Common Shares
-------------------------------------------
T3 Motion, Inc., on June 6, 2013, issued 1,962,500 shares of the
Company's unregistered common stock to five accredited investors
as a component of the Debenture units sold on Nov. 27, 2012.  Also
on June 6, 2013, the Company issued 250,000 shares of the
Company's unregistered common stock to two accredited investors as
a component of the Debenture units sold on March 4, 2013.  The
Company had been limited by Securities and Exchange Commission
requirements at the original date of the Debenture transaction.

On June 6, 2013, the Company issued 2,515,000 shares of the
Company's unregistered common stock to three accredited investors
in exchange for the conversion of $251,500 face value of
Convertible Debentures issued on Nov. 27, 2012.

On June 11, 2013, the Company issued 500,000 shares of the
Company's unregistered common stock to one accredited investor in
exchange for the conversion of $50,000 face value of Convertible
Debentures issued on Nov. 27, 2012.

On May 15, 2013, all of the Company's Class H warrants expired
unexercised.  The Class H warrants were registered in the
Company's May 2011 public offering, had an exercise price of $3.00
per share and contained certain voting rights on future
financings.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

T3 Motion reported a net loss of $21.52 million on $4.51 million
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $5.50 million on $5.29 million of net revenues
during the prior year.  The Company's balance sheet at March 31,
2013, showed $3.07 million in total assets, $19.63 million in
total liabilities, all current, and a $16.55 million total
stockholders' deficit.

"The Company has incurred significant operating losses and has
used substantial amounts of working capital in its operations
since its inception (March 16, 2006).  Further, at March 31, 2013,
the Company had an accumulated deficit of $(76,980,775) and used
cash in operations of $(1,614,252) for the three months ended
March 31, 2013.  These factors raise substantial doubt about the
Company's ability to continue as a going concern for a reasonable
period of time," according to the Company's Form 10-Q for the
period ended March 31, 2013.


T3 MOTION: Alpha Capital Held 8.4% Equity Stake at June 10
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on June 10, 2013, Alpha Capital Anstalt disclosed that
it beneficially owned 1,675,000 shares of common stock of T3
Motion, Inc., representing 8.46 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                        http://is.gd/aQfl8v

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

T3 Motion reported a net loss of $21.52 million on $4.51 million
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $5.50 million on $5.29 million of net revenues
during the prior year.  The Company's balance sheet at March 31,
2013, showed $3.07 million in total assets, $19.63 million in
total liabilities, all current, and a $16.55 million total
stockholders' deficit.

"The Company has incurred significant operating losses and has
used substantial amounts of working capital in its operations
since its inception (March 16, 2006).  Further, at March 31, 2013,
the Company had an accumulated deficit of $(76,980,775) and used
cash in operations of $(1,614,252) for the three months ended
March 31, 2013.  These factors raise substantial doubt about the
Company's ability to continue as a going concern for a reasonable
period of time," according to the Company's Form 10-Q for the
period ended March 31, 2013.


THELEN LLP: NYC Bar Assoc. Files Opinion on Unfinished Business
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that in the opinion of the Association of the Bar of the
City of New York when a law firm goes bankrupt, the firm that
takes in the failed firm's lawyers and completes unfinished
business has no obligation to pay profit on the business to the
defunct firm's bankruptcy trustee.

According to the report, two committees of the organization better
known as the New York City bar association came down on one side
of an issue where federal district judges in Manhattan made
diametrically different rulings in the past year.  The bar
association's opinion took the form of a friend-of-the-court brief
filed in an appeal to the U.S. Court of Appeals in Manhattan
involving Thelen LLP.

The report notes that U.S. District Judge William H. Pauley III
ruled in September in a suit arising from Thelen's bankruptcy that
hourly fees earned on unfinished business by a new law firm aren't
the property of the defunct firm.  Judge Pauley disagreed with a
decision from May 2012 by U.S. District Judge Colleen McMahon, who
concluded in the liquidation of Coudert Brothers LLP that fees
earned on unfinished business belong to the liquidated firm.

The report relates that the bar association's ethics and
bankruptcy committees told the Second Circuit appeals court that
calling unfinished business the property of the failed firm
"improperly treats the clients of a dissolving law firm as
property."  The committees contend that the Coudert ruling
violates a "cardinal principle" giving a client the "unilateral
right to retain or change lawyers and law firms at any time."

The report says that turning unfinished business into property
would discourage other law firms from taking in partners from
failing firms and "thereby further disrupt client services,"
according to the filing.  In support of Pauley's ruling, the bar
association pointed to two legal principles.  In contingent fee
cases, the Second Circuit previously ruled that the new firm is
entitled to keep what it earns by completing unfinished business.
Second, the committee cited New York law prohibiting an
arrangement that "even merely inhibits" a lawyer from moving from
one firm to another.

Oral argument on the Thelen appeal hasn't been set as yet.  Briefs
are still being filed on the Coudert appeal.  There is no word yet
from the circuit court on whether the two appeals will be argued
in tandem.

The Thelen appeal is Geron v. Seyfarth Shaw LLP (In re Thelen
LLP), 12-4138, U.S. Court of Appeals for the Second Circuit
(Manhattan), and the Coudert appeal is Development Specialists
Inc. v. DeFoestraets (In re Coudert Brothers LLP), 12-4916, in the
same court.

                        About Thelen LLP

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bi-coastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.

In October 2008, Thelen's remaining partners voted to dissolve the
firm.  As reported by the Troubled Company Reporter on Sept. 22,
2009, Thelen LLP filed for Chapter 7 protection.  The filing was
expected due to the timing of a writ of attachment filed by one of
Thelen's landlords, entitling the landlord to $25 million of the
Company's assets.  The landlord won approval for that writ in June
2009, but Thelen could void the writ by filing for bankruptcy
within 90 days of that court ruling.  Thelen, according to AM Law
Daily, has repaid most of its debt to its lending banks.

                      About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution.  The
firm had operations in Australia and China.  Coudert filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on
Sept. 22, 2006.  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor
in its restructuring efforts.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represented the Official
Committee of Unsecured Creditors.  Coudert scheduled total assets
of $30.0 million and total debts of $18.3 million as of the
Petition Date.  The Bankruptcy Court in August 2008 signed an
order confirming Coudert's chapter 11 plan.  The Plan contemplated
on paying 39% to unsecured creditors with $26 million in claims.


UNI-PIXEL INC: FMR LLC No Longer a Shareholder as of June 7
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on June 7, 2013, FMR LLC and Edward C. Johnson
3d disclosed that they do not beneficially own shares of common
stock of Uni-Pixel Inc.  The reporting persons previously
disclosed beneficial ownership of 595,030 common shares or 6.156
percent on Feb. 13, 2013.  A copy of the amended regulatory filing
is available for free at http://is.gd/Qvs0vp

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

Uni-Pixel incurred a net loss of $9.01 million in 2012, as
compared with a net loss of $8.56 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $19.40 million in total
assets, $693,193 in total liabilities and $18.71 million in total
shareholders' equity.

"As of December 31, 2012, we had a cash balance of approximately
$13.0 million and working capital of $12.8 million.  We project
that current cash reserves will sustain our operations through at
least December 31, 2013, and we are not aware of any trends or
potential events that are likely to adversely impact our short
term liquidity through this term.  We expect to fund our
operations with our net product revenues from our commercial
products, cash and cash equivalents supplemented by proceeds from
equity or debt financings, and loans or collaborative agreements
with corporate partners, each to the extent necessary," according
to the Company's annual report for the year ended Dec. 31, 2012.


UNI-PIXEL INC: Wellington Lowers Equity Stake to 3.8% as of May 31
------------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Wellington Management Company, LLP, disclosed
that, as of May 31, 2013, it beneficially owned 460,000 shares of
common stock of Uni-Pixel, Inc., representing 3.83 percent of the
shares outstanding.  Wellington previously reported beneficial
ownership of 1,385,540 common shares or 13.89 percent equity stake
as of March 31, 2013.  A copy of the amended regulatory filing is
available for free at http://is.gd/j8VkLX

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

Uni-Pixel incurred a net loss of $9.01 million in 2012, as
compared with a net loss of $8.56 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $19.40 million in total
assets, $693,193 in total liabilities and $18.71 million in total
shareholders' equity.

"As of December 31, 2012, we had a cash balance of approximately
$13.0 million and working capital of $12.8 million.  We project
that current cash reserves will sustain our operations through at
least December 31, 2013, and we are not aware of any trends or
potential events that are likely to adversely impact our short
term liquidity through this term.  We expect to fund our
operations with our net product revenues from our commercial
products, cash and cash equivalents supplemented by proceeds from
equity or debt financings, and loans or collaborative agreements
with corporate partners, each to the extent necessary," according
to the Company's annual report for the year ended Dec. 31, 2012.


UNIFIED 2020: June 26 Hearing to Approve Ungerman Hiring
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing on June 26, 2013, at 9:30 a.m., to consider
Unified 2020 Realty Partners, LP's motion to employ Arthur I.
Ungerman and Kerry S. Alleyne-Simmons as counsel.

Arthur I. Ungerman -- arthur@ungerman.com -- is a solo
practitioner, while Kerry S. Alleyne-Simmons is an associate
attorney working for Mr. Ungerman.

Ungerman et al. have been paid a retainer of $20,000. Their hourly
rates are:

         Arthur I. Ungerman                  $300
         Kerry S. Alleyne-Simmons            $175
         Paralegals and Legal Assistants   $30 - $50

                   About Unified 2020 Realty

Unified 2020 Realty Partners, LP, filed a bare-bones petition
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
13-32425) in its home-town in Dallas on May 6, 2013.  The petition
was signed by Edward Roush as president of general partner.  The
Debtor disclosed $44.7 million in total assets and $31.6 million
in liabilities as of the Chapter 11 filing.  The Debtor says it
owns and leases infrastructure critical to telecommunications
companies and data center facilities.  The Debtor is represented
by Arthur I. Ungerman, Esq., in Dallas.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.


UNITED AIRLINES: Can't Dodge DHL's Pricing Claims, 2nd Circ. Hears
------------------------------------------------------------------
Kathryn Brenzel of BankruptcyLaw360 reported that United Airlines
Inc. can't use its bankruptcy as an escape from antitrust claims,
DHL told the Second Circuit, because creditors didn't learn of the
alleged price-fixing scheme until the airline's reorganization was
nearly completed.

According to the report, the Second Circuit is mulling whether
claims that United and its competitors engaged in a seven-year
price-fixing conspiracy were discharged during the airline's
Chapter 11 proceedings, which concluded in 2009. A New York
federal judge said last year that the suit should stick, but
United has appealed the decision, the report related.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.


UNITEK GLOBAL: Names Andrew Herning as Chief Financial Officer
--------------------------------------------------------------
UniTek Global Services, Inc., has appointed Andrew J. Herning as
the Company's Chief Financial Officer, effective June 4, 2013.
Kenneth J. Cichocki, who joined the Company as Interim Chief
Financial Officer on April 15, 2013, and has been instrumental in
the Company's financial oversight, will assist Mr. Herning as
needed in order to ensure an orderly transition.

"Andrew is an accomplished financial and operational executive who
brings to UniTek a wealth of experience in financial controls and
reporting, as well as strong relationships with the financial
community.  We conducted an extensive search of over 200
candidates, and Andrew's background and commitment to people made
him the clear choice for this important role," said Rocky
Romanella, chief executive officer of UniTek.  "Moreover, he has
proven expertise in leadership, managing organizational change,
process improvement and execution at fast-growing companies.  We
are pleased to have him join our executive team and look forward
to his contributions as we advance our business.  Andrew's vision,
tactical execution capabilities and ability to collaborate with
business partners are closely aligned with the operating
philosophy and culture we are instilling at UniTek.

"I would also like to thank Ken for his contributions over the
last several months, during a challenging period for our Company.
Through Ken's leadership and uncompromising commitment, we are
nearing completion of our financial restatements and outstanding
SEC filings, which will allow us to focus on our future.  It is
also important to thank Don Gately for his recent work as both
Chief Operating Officer and interim President of our Pinnacle
Wireless division.  With a permanent CFO on board, we are now
focused on the search for a President of the Pinnacle division,
and I have the utmost confidence in Don's ability to continue
leading that group until the recruitment process is complete.
Operationally, I believe our business is strong, and that UniTek
is poised to achieve growth and success in the second half of
2013."

Mr. Herning joins UniTek from AS America, Inc. (American Standard
Brands), a multinational manufacturer of high quality building
products with over 5,000 employees in North America, where he most
recently served as interim CFO.  Before being named interim CFO in
2012, he held senior-level positions leading the finance function
for American Standard's Fixtures and Chinaware business units, and
previously served as the Global Controller of American Standard
Companies' $2.4 billion bath and kitchen division.  Prior to
American Standard, Mr. Herning spent 11 years at KPMG LLP and
Arthur Andersen LLP providing audit and advisory services to
companies primarily in the telecommunications and technology
industries, and was registered as a Certified Public Accountant in
Colorado from 1996-2006.  He graduated from Marquette University
with a Bachelor of Science in Business Administration -
Accounting.

"I am pleased to be joining UniTek and grateful for the
opportunity that management and the Board of Directors have given
me," said Herning.  "I am impressed with the energy, enthusiasm,
resilience and work ethic exhibited throughout the Company's
senior leadership as well as the Finance and Accounting team.
UniTek is a dynamic company with a strong track record of
execution and a reputation as an industry leader.  I believe that
management's strategy is sound, their goals are achievable and
there is significant potential for growth.  I look forward to
working as part of this management team and playing a role in
UniTek's future success."

In connection with his hiring, Mr. Herning will receive an
inducement grant consisting of 47,850 restricted stock units
(RSUs), one-half (23,925) of which are subject to time-vesting in
four equal installments over four years with 12.5 percent vesting
on each anniversary of the date of grant and the other half of
which will vest subject to the satisfaction of the performance
conditions for 2013 previously established for other participants
in the Company's Senior Executive Long-Term Incentive Plan.

Mr. Herning will receive an annual base salary of $275,000, which
will be prorated for the remainder of 2013.

                         About UniTek Global

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

As reported by the TCR on June 11, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Blue Bell, Pa.-
based UniTek Global Services Inc. to 'D' from 'CCC'.  "The
downgrade follows UniTek's announcement that it did not make
a scheduled interest payment on May 29, 2013, on its senior
secured term loan due 2018, which we consider to be a default
under our timeliness of payments criteria," said Standard & Poor's
credit analyst Michael Weinstein.

In the June 11, 2013, edition of the TCR, Moody's Investors
Service lowered UniTek Global Services, Inc.'s probability of
default and corporate family ratings to Ca-PD/LD and Ca,
respectively.  The Ca corporate family rating reflects UniTek's
missed interest payment on the term loan which is considered a
default under Moody's definition, the heightened possibility of
another default event, continued delays in the filing of restated
financials including the last two audits, management turnover, the
potential loss of the company's largest customer and other
business and legal risks stemming from issues at the company's
Pinnacle subsidiary.


UNS ENERGY: Moody's Lifts Senior Secured Debt Rating From 'Ba1'
---------------------------------------------------------------
Moody's Investors Service upgraded the senior secured rating of
UNS Energy Corporation to Baa3 from Ba1 and the senior unsecured
rating of Tucson Electric Power Company to Baa2 from Baa3. Moody's
also affirmed the Baa2 senior unsecured ratings of UNS Gas, Inc.
and UNS Electric, Inc. The rating outlook for UNS Energy, TEP, UNS
Gas and UNS Electric are stable.

"The upgrade reflects improvements in the Arizona regulatory
environment, including a favorable rate case settlement for TEP
along with strong and improving financial metrics at both
entities" said Jeffrey Cassella, Moody's Analyst. "Financial
metrics are expected to remain strong given that new rates will
take effect July 1, 2013."

Ratings Rationale:

The Arizona regulatory environment is exhibiting a sustained
improvement with respect to its credit supportiveness. Moody's
sees improvements in the timeliness of rate case resolutions and a
strong and growing suite of recovery mechanisms.

On June 11, 2013, the Arizona Corporation Commission (ACC) awarded
TEP a $76.2 million base rate increase based upon a 10% ROE and
43.5% equity ratio. In addition, the ACC allowed TEP to implement
a Lost Fixed Cost Recovery partial decoupling mechanism to recover
lost revenues from energy efficiency and distributed renewable
energy as well as an Environmental Compliance Adjustor (ECA)
through which TEP would recover environmental costs subject to a
cap equal to 0.25% of total retail revenue. TEP filed its rate
case in July 2012 requesting a $127.8 million base rate increase
based on a 10.75% ROE and 46% equity ratio. The final rate case
outcome is similar to the formal settlement agreed upon in
February 2013.

In addition to TEP's rate case completion in 12 months, the ACC
recently provided constructive outcomes to UNS Gas, Arizona Public
Service Company (Baa1 stable) and Southwest Gas Corporation (Baa1
stable), which also received recent rate case decisions that
averaged about 11 to 13 months to be finalized and they all
received base rate increases that were at or above 50% of the
initial request, which is average for the sector. This time frame
for resolving rate cases is a considerable improvement compared to
the 17 to 18 month average that had previously existed in Arizona.

Historically, Moody's had considered the regulatory framework for
UNS Energy and its subsidiaries to be below average among US
utilities due to the lengthy decision process and corresponding
regulatory lag, which along with a historical test period, meant
that new rates were determined on a rate base that was typically
more than two years old. Additionally, the existence of an elected
commission had historically added to the regulatory volatility
experienced within the state.

Moody's believes the improved regulatory environment in Arizona
will be sustained. Based on the length of the TEP rate case as
well as other recent cases, Moody's believes the ACC is more
committed to finalizing cases within about 13 months, following
its earlier public statements supporting an accelerated decision
timeline. Moreover, the ACC recently received a substantial
increase to its budget from the governor of Arizona, specifically
for the purpose of improving the infrastructure and staff
available to facilitate rate case proceedings. With regard to
decoupling, the favorable settlements follow the announcement of
the new ACC policy in December 2010 to encourage utilities to
apply for decoupling in rate cases. All of these factors point to
a substantial improvement in the regulatory supportiveness for UNS
Energy and its subsidiaries.

In addition to the improved regulatory framework, TEP and UNS
Energy have demonstrated strong financial metrics relative to
their respective ratings, which had been viewed as an important
mitigant to the historically below average regulatory framework
factor. Since over 85% UNS Energy's operating cash flows are
generated by TEP, UNS' credit profile and rating is largely driven
by TEP.

TEP's financial metrics have historically been strong for the
rating. For the twelve months ended March 31, 2013, TEP's cash
flow from operations pre-working capital (CFO pre-WC) to debt was
22.4% and cash flow interest coverage was 4.9x, which are
consistent with low A rated US regulated electric utilities.
However, excluding the tax benefits associated with bonus
depreciation, TEP's CFO pre-WC to debt was approximately 20.4% and
cash flow interest coverage was about 4.6x, reflective of a strong
Baa rated regulated utility. Although both of these metrics were
bolstered by the cash flow benefits associated with bonus
depreciation and the elevated interest coverage was driven higher
by the low interest rate environment, Moody's anticipates that
TEP's CFO pre-WC to debt will be about 20% and cash flow interest
coverage at least mid 4x over the next two years following the
constructive rate case outcome.

Coinciding, UNS Energy's CFO pre-WC to debt was 21.4% and cash
flow interest coverage was 4.8x for the twelve months ended March
31, 2013. Excluding the tax benefits associated with bonus
depreciation, CFO pre-WC to debt was approximately 19.5% and cash
flow interest coverage was about 4.5x, still reflecting an
investment grade profile. Consistent with TEP, Moody's anticipates
that UNS Energy's CFO pre-WC to debt will be about 20% and cash
flow interest coverage at least mid 4x over the next two years
given the rate case outcome at TEP and expected constructive
outcome of UNS Electric's rate case expected at the end of 2013.
The strength in the credit metrics, combined with the improved
regulatory framework, supports the upgrade of the ratings.

The Baa3 rating assigned on UNS' secured credit facility
predominantly reflects one notch relative to the Baa2 senior
unsecured rating of TEP, UNS' largest subsidiary. It also
considers that the security is limited to the stock of certain
subsidiaries (excluding TEP); as a result, its credit quality is
assessed as akin to an unsecured claim.

The stable rating outlooks reflect Moody's expectation that the
recent improvement in the credit supportiveness of the Arizona
regulatory environment is sustained; UNS Energy and its
subsidiaries continue to generate stable cash flows with
reasonably timely recoveries of fuel and purchased power costs
such that their financial metrics remain at levels consistent with
their respective ratings and economic growth in Arizona continues
to improve. The outlook also assumes that planned capital
expenditures will be financed in a manner that is consistent with
the entities' current financial position.

In light of the upgrade, an upgrade to UNS Energy or its
subsidiaries is unlikely in the near-to-intermediate term.
However, the ratings could experience rating upgrades if the
economic growth in Arizona resumes at pre-recession levels which
contributes to further strengthening of financial metrics and the
regulatory environment remains credit supportive through further
constructive rate case outcomes.

The rating could experience negative rating pressure if a more
contentious regulatory environment re-emerged in Arizona that
resulted in deterioration in the credit supportiveness of the
regulatory framework or if UNS Energy or its subsidiaries'
financial metrics deteriorated to levels that did not support
their respective ratings. For example, TEP's rating could come
under downward pressure if its credit metrics declined to the low-
end of the Baa range, including CFO pre-WC to debt in the low
teens.

Ratings Upgraded Include:

UNS Energy Corporation

Senior Secured Bank Credit Facility to Baa3 from Ba1

Tucson Electric Power Company

Issuer Rating to Baa2 from Baa3

Senior Unsecured Rating to Baa2 from Baa3

Senior Secured Bank Credit Facility to A3 from Baa1

Shelf Registration: Senior Unsecured to (P)Baa2 from (P)Baa3

Ratings Affirmed Include:

UNS Gas, Inc.

Senior Unsecured Rating - Baa2

UNS Electric, Inc.

Senior Unsecured Rating - Baa2

The principal methodology used in this rating was Regulated
Electric and Gas Utilities published in August 2009.

Headquartered in Tucson, Arizona, UNS Energy Corporation is a
holding company that provides electricity and natural gas to
customers across Arizona through its regulated utility
subsidiaries, Tucson Electric Power Corporation, UNS Electric,
Inc. and UNS Gas, Inc. UniSource Energy Services, Inc. is an
intermediate subsidiary of UNS Energy Corporation which serves as
a holding company for UNS Electric, Inc. and UNS Gas, Inc.


VALENCE TECHNOLOGY: Wants to Extend KMPG, Roth Capital Employment
-----------------------------------------------------------------
Valence Technology, Inc., asks the U.S. Bankruptcy Court for the
Western District of Texas for authorization to extend terms of
employment of KPMG Corporate Finance LLC and Roth Capital Partners
LLC as investment bankers

According to the Debtor, the terms of both the KPMGCF and Roth
letter agreements are time limited and expired as of May 6, 2013.
Neither KPMGCF nor Roth is asking for any additional consideration
for the extension.  All terms previously agreed to by KPMGCF, Roth
and the Debtor will remain in effect.

Both KPMGCF and Roth have been working with the Debtor to obtain
exit financing.

As reported by the Troubled Company Reporter on April 10, 2013,
the Debtor obtained court permission to employ KPMGCF and Roth as
investment bankers.  The firms are expected to:

   a) familiarize themselves with the financial condition and
      business of the Debtor and advise and assist the Debtor in
      considering the desirability of effecting a Private
      Placement;

   b) assist the Debtor in preparing a management presentation
      describing the Debtor, its operations, its historical
      performance and future prospects;

   c) assist the Debtor in identifying and contacting selected
      potential investors in the Debtor, and deliver the
      Memorandum or other data to such parties;

   d) assist the Debtor in arranging for potential investors to
      conduct investigations in connection with their potential
      investment in the Debtor; and

   e) assist the Debtor in negotiating the financial aspects of
      any proposed Private Placement.

As compensation for the services to be provided by Roth and KPMG
CF, the Company agrees to pay each firm:

   a) a nonrefundable engagement fee of $15,000, payable promptly
      upon approval by the Bankruptcy Court;

   b) an initial retainer fee of $15,000, payable in advance one
      month after the execution of the Agreement; and

   c) an additional fee in an amount equal to 2.5% of the Private
      Placement Value less the amount of the previously paid
      Engagement Fee and Retainer Fee, but in no event less than a
      minimum success fee of $500,000.

The Debtor agrees to indemnify or provide contribution to KPMGCF
and Roth from and against any and all losses, claims, damages,
expenses and liabilities related to or arising out of activities
performed on the Debtor's behalf.

To the best of Debtor's knowledge and information, KPMGCF and all
of its employees, and Roth and all of its employees are
"disinterested persons" as that term is defined in section 101(14)
of the Bankruptcy Code.

                     About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  The Debtor disclosed
$24,858,325 in assets and $78,520,831 in liabilities as of the
Chapter 11 filing.  Chairman Carl E. Berg and related entities own
44.4% of the shares.  ClearBridge Advisors LLC owns 5.5%.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Streusand, Landon & Ozburn, LLP with respect to
bankruptcy matters.  The petition was signed by Robert Kanode,
CEO.

On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Brinkman Portillo Ronk, PC, serves as
its counsel.


VELTI PLC: Incurs $157-Mil. Net Loss in First Quarter
-----------------------------------------------------
Velti plc filed with the Securities and Exchange Commission on
June 10, 2013, its interim report for the three months ended
March 31, 2013.

The Company reported a net loss of $157.04 million on
$41.01 million of revenue for the three months ended March 31,
2013, compared with a net loss of $8.84 million on $51.79 million
of revenue for the same period last year.

According to the regulatory filing, during the three months ended
March 31, 2013, the Company's share price declined significantly
causing a decline in the Company's market capitalization.

"In connection with the preparation of our financial statements
for the first quarter of 2013, we concluded that the sustained
decline in our share price and market capitalization were
indicators of potential impairment requiring us to perform an
impairment analysis.  Based on this analysis, we determined that
the fair value of our aggregate net assets was below their
carrying values, and a full impairment was recorded on our
goodwill and a partial impairment against certain other intangible
assets based on the purchase price allocation method prescribed by
the accounting guidance.  The decline in our fair value resulted
directly from the overall decline in our market value during the
first quarter of this year.

"As a result of this analysis, we recorded an impairment charge of
$133.1 million which represented a full impairment on our goodwill
and a $67.5 million impairment charge related to certain other
intangible assets, partially offset by $3.6 million of
unrecognized government grants related to these assets."

The Company's balance sheet at March 31, 2013, showed
$373.88 million in total assets, $244.34 million in total
liabilities, and shareholders' equity of $129.54 million.

                        Bankruptcy Warning

According to the regulatory filing, if new sources of financing
are insufficient or unavailable, we may have to reduce
substantially or eliminate expenditures or significantly modify
our operating plans.  "As a result, our independent registered
public accounting firm has deemed that there is substantial doubt
about our ability to continue as a going concern, which in turn
would likely further adversely affect our ability to conduct
business with third parties as well as attract new financing or
secure waivers for potential violations of covenants in our
existing credit facility.  There can be no assurance that we will
be able to raise additional capital if our current capital
resources are exhausted.  If the above strategies are not
successful, we could be forced to restructure our obligations or
seek protection under applicable bankruptcy laws."

A copy of the Form 6-K is available at http://is.gd/hrXZU3

Dublin, Ireland-based Velti plc (Nasdaq: VELT) is a global
provider of mobile marketing and advertising technology and
solutions that enable brands, advertising agencies, mobile
operators and media to implement highly targeted, interactive and
measurable campaigns by communicating with and engaging consumers
via their mobile devices.


VPR OPERATING: Committee Taps Brown McCarroll as Counsel
--------------------------------------------------------
The Official Committee of Creditors in the Chapter 11 cases of VPR
Operating, LLC, et al., asks the U.S. Bankruptcy Court for the
Western District of Texas for permission to retain Brown McCarroll
LLP as its counsel.

The hourly rates of the firm's personnel are:

         Stephen W. Lemmon                  $550
         Kell C. Mercer                     $450
         Associates                     $225 - $450
         Paraprofessionals               $95 - $200

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

                        About VPR Operating

VPR Operating, LLC, and three related entities sought Chapter 11
protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin
on March 29, 2013.  VPR estimated assets and debts of at least
$50 million.  Brian John Smith, Esq., at Patton Boggs LLP, serves
as the Debtor's counsel.  Judge Craig A. Gargotta presides over
the case.

The Debtor disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.

Privately owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.

The U.S. Trustee appointed five entities to an official committee
of creditors.  The Committee tapped Brown McCarroll LLP as its
counsel.


VPR OPERATING: Patton Boggs Approved as Bankruptcy Counsel
----------------------------------------------------------
The Hon. Tony M. Davis of the U.S. Bankruptcy Court for the
Western District of Texas authorized VPR Operating, LLC, et al.,
to employ Patton Boggs LLP as bankruptcy counsel.

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

                        About VPR Operating

VPR Operating, LLC, and three related entities sought Chapter 11
protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin
on March 29, 2013.  VPR estimated assets and debts of at least
$50 million.  Brian John Smith, Esq., at Patton Boggs LLP, serves
as the Debtor's counsel.  Judge Craig A. Gargotta presides over
the case.

VPR Operating disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.

Privately owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.

The U.S. Trustee appointed five entities to an official committee
of creditors.  The Committee tapped Brown McCarroll LLP as its
counsel.


VPR OPERATING: U.S. Trustee Balks at Loan, Cash Collateral Access
-----------------------------------------------------------------
Judy A. Robbins, U.S. Trustee for Region 7, asks the Bankruptcy
Court to deny VPR Operating LLC's motion to incur postpetition
financing and to use cash collateral.

According to the U.S. Trustee, certain items have not been
addressed or resolved but the Debtors and parties-in-interest have
been discussing the terms of a final order for the use of cash
collateral and the terms of postpetition financing.

The U.S. Trustee notes that the proposed order, among other
things:

   -- limit any rights by creditors or a trustee from any
      "marshaling" rights;

   -- seeks to grant a priming lien on all current and future
      assets of the Debtors and is not limited to the type of
      property upon which a lien existed prepetition, including
      a pledge of capital stock or equity interest held directly
      or indirectly by each Debtor;

   -- seeks to give control over the Debtors' bank accounts to
      the lenders.  All of the Debtors' funds are required to
      flow through Debtor-in-Possession bank accounts and
      those bank accounts must have no other signatory than a
      properly authorized signatory with fiduciary obligations
      to the estate.

                        About VPR Operating

VPR Operating, LLC, and three related entities sought Chapter 11
protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin
on March 29, 2013.  VPR estimated assets and debts of at least
$50 million.  Brian John Smith, Esq., at Patton Boggs LLP, serves
as the Debtor's counsel.  Judge Craig A. Gargotta presides over
the case.

VPR Operating disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.

Privately owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.

The U.S. Trustee appointed five entities to an official committee
of creditors.  The Committee tapped Brown McCarroll LLP as its
counsel.


VPR OPERATING: Wants to Hire Global Hunter as Financial Advisor
---------------------------------------------------------------
VPR Operating, LLC, et al., ask the U.S. Bankruptcy Court for the
Western District of Texas for permission to employ Global Hunter
Securities LLC as financial advisor and investment banker.

Prior to the commencement of their proceedings, the Debtors were
working with a different investment bank, Evercore Partners, to
assist them in evaluating potential restructuring alternatives.
In the course of evaluating the postpetition retention of an
investment banker, the Debtors sought proposals from several
investment banking firms (including Evercore) with experience in
both oil and gas and bankruptcy transactions.  After weighing the
proposals and conducting interviews with certain of the investment
banking teams, the Debtors determined that Global Hunter had the
most experience and presented the best overall value for the
estates.

Global Hunter will, among other things:

   a. review and analyze the Debtors' businesses and financial
      projections;

   b. evaluate the Debtors' strategic and financial alternatives;

   c. assist the Debtors in evaluating, structuring, negotiating
      and implementing potential restructuring transactions; and

   d. assist the Debtors in preparing descriptive materials to be
      provided to parties that may participate in potential
      restructuring transactions.

The Debtors agreed to pay Global Hunter:

   a. an initial advisory fee of $65,000, payable upon Court
      approval of Global Hunter's employment;

   b. upon the closing of a M&A Transaction, a M&A fee equal to
      two and a half percent of the aggregate consideration
      received in connection with such M&A Transaction, payable
      at the closing of such M&A Transaction.  If the M&A
      transaction involves multiple sales of portions of the
      Debtors' assets, the M&A Fee for any one sale will be the
      greater of (i) two and a half percent of the aggregate
      consideration for such sale; or (ii) $200,000; provided,
      however, that if three or more sales are consummated, the
      total amount of M&A Fees payable will be capped at the
      greater of (x) two and a half percent of the aggregate
      consideration for all such sales, or (y) $600,000 for all
      of the M&A Transactions consummated;

   c. a new capital fee equal to three percent for any unsecured
      or junior debt, one percent for any senior secured debt and
      six percent for any equity or convertible securities, all
      computed as a percentage of the gross cash proceeds raised
      in the case of equity, or the principal amount raised in the
      case of debt;

   d. in the case of any other transaction or recapitalization,
      whether specifically described or not, including, but not
      limited to, a "credit bid" by secured lenders, a minimum
      fee in the amount of $400,000; provided, however, that
      the Minimum Fee would only be payable if the M&A Fee or
      New Capital Fee were not otherwise earned and payable; and

   e. reimbursement of all reasonable, out-of-pocket expenses
      in an amount not to exceed $100,000 in the aggregate.

The Debtors will also provide Global Hunter with a $25,000 advance
against expenses subject to reimbursement under the Engagement
Agreement.

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

                        About VPR Operating

VPR Operating, LLC, and three related entities sought Chapter 11
protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin
on March 29, 2013.  VPR estimated assets and debts of at least
$50 million.  Brian John Smith, Esq., at Patton Boggs LLP, serves
as the Debtor's counsel.  Judge Craig A. Gargotta presides over
the case.

VPR Operating disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.

Privately owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.

The U.S. Trustee appointed five entities to an official committee
of creditors.  The Committee tapped Brown McCarroll LLP as its
counsel.


W.R. GRACE: FCR Seeks to Retain Phillips Goldman as Counsel
-----------------------------------------------------------
BankruptcyData reported that Roger Frankel, interim successor
legal representative for W.R. Grace & Co.'s future asbestos
personal injury claimants, filed with the U.S. Bankruptcy Court a
motion to retain Phillips, Goldman & Spence (Contact: John C.
Phillips, Jr.) as Delaware co-counsel at the following hourly
rates: senior partner at $495, junior partner at 435, associate at
305 to 375 and legal assistant at 165.

By this motion, Frankel seeks to retain and employ Phillips,
Goldman & Spence, the same firm that represented his predecessor,
David T. Austern, retained as Delaware co-counsel in these same
cases.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


WIRECO WORLDGROUP: S&P Lowers CCR to 'B'; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Kansas City, Mo.-based WireCo WorldGroup Inc. to
'B' from 'B+'.  The rating outlook is stable.

S&P also lowered the rating on the company's $480 million senior
secured credit facility due 2017 to 'B+' from 'BB-'.  The recovery
rating on the credit facility remains '2', indicating S&P's
expectation for substantial (70% to 90%) recovery if a payment
default occurs.  S&P also lowered the rating on the company's
$425 million senior unsecured notes due 2017 to 'B-' from 'B'.
The recovery rating on the notes remains '5', indicating S&P's
expectation for modest (10% to 30%) recovery in the event of
payment default.

At the same time, S&P removed all ratings from CreditWatch, where
it placed them with negative implications on May 21, 2013.

"The downgrade reflects our expectation that operating conditions
for WireCo will remain difficult for the next 12 months due to
weak key end markets, said Standard & Poor's credit analyst Megan
Johnston.

In addition, over the past year, WireCo has increased debt to
about $900 million from about $600 million to fund acquisitions,
but has failed to realize EBITDA gains from those acquisitions due
to challenging market conditions.  As a result, S&P expects
adjusted EBITDA of about $160 million in 2013, and adjusted EBITDA
of around $175 million in 2014.  Given adjusted debt of about
$900 million, S&P expects leverage of between 5.5x and 6x in 2013
and around 5x in 2014, and funds from operations (FFO) to debt
below 10% each year.  S&P considers these measures to be more in
line with the 'B' rating and a "highly leveraged" financial risk
profile.  The stable outlook reflects S&P's view that liquidity
should remain adequate, as S&P believes WireCo will take steps to
provide additional cushion under its covenants in the near term,
and that cost-cutting initiatives should eventually lead to
improved credit measures.

The stable rating outlook reflects S&P's view that WireCo's
liquidity should remain adequate, as it believes WireCo will
provide additional cushion under its covenants in the near term,
and that cost-cutting measures should eventually lead to improved
credit measures.  S&P expects leverage of between 5.5x and 6x in
2013 and around 5x in 2014.  S&P considers these measures to be in
line with the 'B' rating and highly leveraged financial risk
profile.

S&P could lower the ratings if it no longer deemed liquidity to be
adequate.  This could occur if demand weakens further or raw
material costs rise, resulting in increased revolver borrowings
and reduced headroom under the company's covenants.  This could
occur if adjusted EBITDA is about 25% lower than S&P's current
expectations.

S&P could raise the ratings if demand improves and WireCo can cut
costs and reduce debt, such that adjusted leverage improves to and
is sustained around 4.5x or lower.  This could occur if the
company reduces debt by about $75 million to $100 million and
gross margins improve about 250 basis points from current levels.


XVITA LLC: Utah Court Confirms Liquidation Plan
-----------------------------------------------
Utah Bankruptcy Judge R. Kimball Mosier confirmed xVita LLC's Plan
of Liquidation at a hearing on June 6 in Salt Lake City.  The Plan
establishes three Classes of Claims and one Class of Interests.
All three impaired Classes -- Classes 1, 2 and 3 -- have accepted
the Plan.  Class 4 Equity Interests are cancelled under the Plan.
As such, although Class 4 did not vote, it is deemed to reject the
Plan.  Classes 2 and 3 affirmatively voted to accept the Plan.  No
qualifying ballots were returned with respect to Class 1, and no
creditors in those Classes objected to confirmation of the Plan.
As such, Class 1 is deemed to have accepted the Plan.

A copy of the Court's June 6, 2013 Findings and Conclusions
Regarding Confirmation of Debtor's Plan of Liquidation Under
Chapter 11 is available at http://is.gd/ZgzUo5from Leagle.com.

Murray, Utah-based xVita LLC -- dba HAVVN and JUS International --
filed for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 12-32520)
on Oct. 1, 2012.  Judge R. Kimball Mosier presides over the case.
George B. Hofmann, Esq., Matthew M. Boley, Esq., and Steven C.
Strong, Esq. -- gbh@pkhlawyers.com and mmb@pkhlawyers.com -- at
Parsons Kinghorn Harris, PC, represent the Debtor as counsel.
xVita estimated $500,001 to $1 million in assets, and $1 million
to $10 million in debts.  A list of the Company's 20 largest
unsecured creditors is available for free at
http://bankrupt.com/misc/utb12-32520.pdf The petition was signed
by Justin Serra, chief executive officer.


* Moody's Sees Steady Growth for Oil and Gas Exploration Sector
---------------------------------------------------------------
Unconventional oil and natural gas production in North America
will allow independent exploration and production (E&P) companies
to keep taking advantage of strong oil prices over the next 12 to
18 months, while North American over-supply will keep natural gas
prices low there during this period, Moody's Investors Service
says in its new annual industry outlook for the global independent
E&P sector.

In its new report, "E&P Companies Settle in for Period of Modest
but Steady Growth," the ratings agency says it foresees relative
stability in the E&P industry through late 2014, with no obvious
catalysts that would push business conditions in either a positive
or a negative direction.

The new report also makes an adjustment to Moody's commodity price
assumptions for oil in the second half of 2013.

"Stable oil and natural gas prices will continue to encourage
healthy investment in the independent E&P industry over the next
year or so, particularly to develop oil and natural gas liquid
reserves," says Stuart Miller, Moody's Vice President -- Senior
Credit Officer and author of the report. "Investment in natural
gas wells, however, will be subdued, because natural gas prices
remain range-bound amid a continued surplus."

Indeed, low natural gas prices will continue to pressure smaller
E&P companies with outsized natural gas exposure, Miller says,
including EXCO Resources, Comstock Resources, Goodrich Petroleum
and Quicksilver Resources, as well as larger natural gas-oriented
companies such as Encana, Southwestern Energy and Chesapeake
Energy. Moody's believes these companies will all moderate their
spending plans and sell non-core assets to support investment in
oil and NGLs.

Meanwhile, companies exposed to liquids-oriented unconventional
plays in North America will benefit for years to come from the low
risk and high rates of return generated from their investments in
unconventional resources, chiefly in pursuit of oil and liquids-
rich shale gas. Operating margins will improve and development
costs will fall, and as a result the breakeven price to produce
oil and natural gas will go down.

The E&P industry does however face headwinds from the lack of a
fully developed midstream network for moving production to end
markets.

"While midstream companies have raced to catch up with demand
created by the shale boom and rapid development of oil sands
projects, a shortage of infrastructure will temper investment over
the next two years," Miller says. "That said, accommodative credit
markets have provided these companies with ready capital to
continue their aggressive infrastructure build-out."

Robust capital markets have also helped independent E&P companies
acquire leasehold positions and begin development of new
unconventional resource plays, Miller says. And while this has
saddled many with higher leverage, the benefits should ultimately
offset any initial pressure on their credit quality.

As part of its assessment of conditions in the E&P sector, Moody's
changed its price assumption for West Texas Intermediate, the main
US benchmark crude, to $90 per barrel (bbl) for the second half of
2013, up from the previous assumption of $85/bbl. The rating
agency's price assumptions for Brent crude, US natural gas and US
NGLs remained unchanged from its February 2013 price deck.

Price assumptions represent baseline approximations - not
forecasts - that Moody's uses to help evaluate risk within the oil
and natural gas industry. Moody's periodically revises its oil and
natural gas price assumptions to better calculate future financial
metrics for companies in the oil and natural gas industry.


* Ch. 11 Fee Rules Still Vex Bankruptcy Attorneys
-------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that the backlash
against the U.S. Trustee Program's new billing guidelines for
large Chapter 11 cases has abated somewhat after changes to the
initial proposal, but the final version left many bankruptcy
attorneys still doubting the overhaul is necessary and questioning
whether it will rein in rising fees as intended.

According to the report, released Tuesday and scheduled to go into
effect Nov. 1, the guidelines are meant to increase transparency
and prevent bankruptcy attorneys from charging above-market rates.


* U.S., Canada Reach Agreement on Winding Down Big Banks
--------------------------------------------------------
Evan Weinberger of BankruptcyLaw360 reported that U.S. and
Canadian regulators announced an agreement to work in concert to
unwind large banks with operations in both countries that fail.

According to the report, the memorandum of understanding signed by
the Federal Deposit Insurance Corp. and the Canada Deposit
Insurance Corp. is part of a broader effort among international
regulators to have a plan in place to avoid jurisdictional battles
over scarce resources in the event a global bank's failure.


* White & Case Releases New Report on Marine Industry
-----------------------------------------------------
Global law firm White & Case LLP on June 14 announced the
availability of a new report, "Restructuring & Beyond: The marine
industry's routes to safety."  The report focuses on survival
strategies for those affected by the industry's downturn as well
as emerging opportunities for companies, banks and investors.

"Market equilibrium remains out of balance, and risks remain for
the maritime sector," said Christopher Frampton, Partner and
Global Head of the Asset Finance Practice of White & Case.  "We
have seen some contraction in the bank market.  This, together
with continued demand for capital, presents opportunities for
alternate sources of finance. Private equity and the export credit
agencies may bridge a part of the gap, but with portfolio
composition evolving for other investors, we may see a fresh focus
on the US capital markets."

The report features insight from industry experts including
Richard Haines, a ship broker at Howe Robinson; Paul Slater,
chairman of First International; Erik Nikolai Stavseth, an analyst
at Arctic Securities and Albert Stein, managing director at
AlixPartners.

The report examines:

-- Strategic and practical measures companies under threat might
take to preserve their future

-- How lenders and investors can support companies by continuing
to deploy capital

-- New opportunities for investors and new sources of capital

-- The role of banks, private equity and, potentially, the capital
markets in maritime financing

-- Which sectors of the maritime industry may represent the best
opportunities for recovery and growth

-- The impact of US bankruptcy law on the global shipping business

White & Case's lawyers are responsible for handling the strategic
legal work on some of the most prominent and complicated
restructuring, refinancing and capital raising transactions in
recent years in the maritime sector.  Examples include advising
the creditors in connection with the successful restructuring of
TORM (the Danish listed product tanker and dry bulk market
operator) and the emergence of General Maritime from bankruptcy
protection after just six months as well as representing the
capital providers in structured financings for new delivery large
container ships and various off-shore rigs (FPSO vessels and
FSRUs).

White & Case LLP is a global law firm with lawyers in 39 offices
across 27 countries.


* BOND PRICING -- For Week From June 10 to 14, 2013
---------------------------------------------------

  Issuer Name         Ticker   Coupon Bid   Price  Maturity Date
  -----------         ------   ----------   -----  -------------
ATP Oil & Gas Corp    ATPG       11.875     1.250       5/1/2015
Alion Science &
  Technology Corp     ALISCI     10.250    56.394       2/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc         TXU        10.250     9.500      11/1/2015
James River Coal Co   JRCC        4.500    45.000      12/1/2015
USEC Inc              USU         3.000    21.887      10/1/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc         TXU        15.000    29.500       4/1/2021
School Specialty Inc  SCHS        3.750    40.000     11/30/2026
Verso Paper
  Holdings LLC /
  Verso Paper Inc     VRS        11.375    51.937       8/1/2016
RBS Capital Trust I   RBS         4.709    79.000
MacDermid Inc         MRD         9.500   100.750      4/15/2017
Cengage Learning
  Acquisitions Inc    TLACQ      10.500     8.875      1/15/2015
Eastman Kodak Co      EK          7.000    17.500       4/1/2017
OnCure Holdings Inc   ONCJ       11.750    41.750      5/15/2017
Yankee Candle Co Inc  YCC         9.750   102.819      2/15/2017
Affinion Group
  Holdings Inc        AFFINI     11.625    50.000     11/15/2015
Bon-Ton Department
  Stores Inc/The      BONT       10.250    99.000      3/15/2014
AGY Holding Corp      AGYH       11.000    53.500     11/15/2014
GMX Resources Inc     GMXR        9.000    15.500       3/2/2018
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc         TXU        10.250    12.100      11/1/2015
THQ Inc               THQI        5.000    45.500      8/15/2014
Overseas Shipholding
  Group Inc           OSG         8.750    82.000      12/1/2013
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc         TXU        15.000    31.100       4/1/2021
GMX Resources Inc     GMXR        4.500     3.362       5/1/2015
Cengage Learning
  Acquisitions Inc    TLACQ      12.000    10.875      6/30/2019
TMST Inc              THMR        8.000     8.560      5/15/2013
Savient
  Pharmaceuticals     SVNT        4.750    15.000       2/1/2018
Platinum Energy
  Solutions Inc       PLATEN     14.250    57.600       3/1/2015
Hawker Beechcraft
  Acquisition Co
  LLC / Hawker
  Beechcraft Notes    HAWKER      8.500     6.000       4/1/2015
FiberTower Corp       FTWR        9.000     9.750       1/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc         TXU        10.500    12.500      11/1/2016
Penson Worldwide Inc  PNSN       12.500    23.125      5/15/2017
Mashantucket Western
  Pequot Tribe        MASHTU      8.500     6.500     11/15/2015
AES Eastern Energy    AES         9.000     1.750       1/2/2017
Dynegy Roseton LLC /
  Dynegy Danskammer
  LLC Pass Through
  Trust Series B      DYN         7.670     4.500      11/8/2016
Hawker Beechcraft
  Acquisition Co
  LLC / Hawker
  Beechcraft Notes    HAWKER      8.875     1.125       4/1/2015
FairPoint
  Communications
  Inc/Old             FRP        13.125     1.040       4/2/2018
Buffalo Thunder
  Development
  Authority           BUFLO       9.375    30.500     12/15/2014
Cengage Learning
  Holdco Inc          TLACQ      13.750     1.000      7/15/2015
Lehman Brothers Inc   LEH         7.500    17.000       8/1/2026
Downey Financial Corp DSL         6.500    64.000       7/1/2014
Eastman Kodak Co      EK          9.200    15.035       6/1/2021
PMI Group Inc/The     PMI         6.000    28.000      9/15/2016
Gasco Energy Inc      GSXN        5.500    17.000      10/5/2015
ATP Oil & Gas Corp    ATPG       11.875     1.125       5/1/2015
Ambac Financial
  Group Inc/Old       ABK         6.150    15.200       2/7/2087
AES Eastern Energy    AES         9.670     4.125       1/2/2029
Verizon New York Inc  VZ          7.000    99.504      6/15/2013
HP Enterprise
  Services LLC        HPQ         3.875    94.525      7/15/2023
Eastman Kodak Co      EK          9.950    17.700       7/1/2018
Federal Farm
  Credit Banks        FFCB        3.550    99.730      6/18/2018
Motors Liquidation    MTLQQ       7.200     1.250      1/15/2011
FairPoint
  Communications
  Inc/Old             FRP        13.125     1.000       4/1/2018
Ford Motor
  Credit Co LLC       F           2.750    99.500      6/20/2015
Cengage Learning
  Acquisitions Inc    TLACQ      10.500     8.875      1/15/2015
Residential Capital   RESCAP      6.875    30.500      6/30/2015
Penson Worldwide Inc  PNSN        8.000     8.250       6/1/2014
Motors Liquidation Co MTLQQ       7.375     1.250      5/23/2048
ATP Oil & Gas Corp    ATPG       11.875     1.125       5/1/2015
LBI Media Inc         LBIMED      8.500    30.000       8/1/2017
Mashantucket Western
  Pequot Tribe        MASHTU      8.500     6.500     11/15/2015
Champion Enterprises  CHB         2.750     0.375      11/1/2037
Motors Liquidation    MTLQQ       6.750     1.250       5/1/2028
Geokinetics
  Holdings USA Inc    GEOK        9.750    51.750     12/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc         TXU        10.250    11.625      11/1/2015
Commonwealth Edison   EXC         7.500    97.500       7/1/2013
Delta Air Lines 1993
   Series A1 Pass
   Through Trust      DAL         9.875    20.875      4/30/2049
Texfi Industries      TXFIE       8.750     1.000       8/1/1999
WCI Communities
   Inc/Old            WCI         4.000     0.375       8/5/2023
Penson Worldwide Inc  PNSN       12.500    23.125      5/15/2017
SLM Corp              SLMA        0.791    98.875      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc         TXU        10.500    10.875      11/1/2016
FairPoint
  Communications
  Inc/Old             FRP        13.125     1.000       4/1/2018
WCI Communities
  Inc/Old             WCI         4.000     0.375       8/5/2023
Powerwave
  Technologies Inc    PWAV        1.875     1.125     11/15/2024
Terrestar Networks    TSTR        6.500    10.000      6/15/2014
Lehman Brothers
  Holdings Inc        LEH         1.000    20.750      8/17/2014
Powerwave
  Technologies Inc    PWAV        1.875     1.125     11/15/2024
Lehman Brothers
  Holdings Inc        LEH         1.000    20.750      8/17/2014
Lehman Brothers
  Holdings Inc        LEH         0.250    20.750     12/12/2013
Lehman Brothers
  Holdings Inc        LEH         0.250    20.750      1/26/2014
Lehman Brothers
  Holdings Inc        LEH         1.250    20.750       2/6/2014
Lehman Brothers
  Holdings Inc        LEH         1.000    20.750      3/29/2014



                            *********

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
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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
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available at your local bookstore or through Amazon.com.  Go to
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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
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Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
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Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

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                  *** End of Transmission ***