TCR_Public/130618.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, June 18, 2013, Vol. 17, No. 167

                            Headlines

30DC INC: Malone Bailey Replaces Marcum as Accountants
400 EAST: Negotiates Cash Collateral Use Thru June 30
ALLIED SYSTEMS: Yucaipa Opposes Latest Proposed Auction
AMERICAN AIRLINES: Wants Ernst & Young for More Services
AMERICAN AIRLINES: Has OK for Linklaters as Special Counsel

AMERICAN AIRLINES: Ford Harrison Okayed to Give More Services
AMERICAN AIRLINES: Stipulation With Airbus Approved
AMERICAN AIRLINES: Court Approves Fees for Felsberg Associates
AMERICAN AIRLINES: Unveils Private Offering of EETCS
ANACOR PHARMACEUTICALS: Secures $45 Million Loan Facility

ASBURY AUTOMOTIVE: Moody's Raises CFR to 'Ba3', Stable Outlook
ASSET ACCEPTANCE: S&P Withdraws 'B+' Issuer Credit Rating
ATLAS ENERGY: Moody's Affirms 'B2' CFR After EP Asset Purchase
AURA SYSTEMS: Incurs $15.1 Million Net Loss in Fiscal 2013
AVANTAIR INC: Inspects Aircrafts for Compliance and Safety

AVANTAIR INC: Incurs $8.3 Million Net Loss in March 31 Quarter
AXESSTEL INC: CEO Serving as Marketing Chief on Interim
B&T OLSON FAMILY: Court Enters Final Decree Closing Case
BBX CAPITAL: Inks $44 Million Settlement with Catalfumo
BELO CORP: Moody's Alters Outlook to Developing & Affirms Ba2 CFR

BON-TON STORES: Cash Tender Offers Expired June 10
BON-TON STORES: Files Form 10-Q, Had $26.6-Mil. Net Loss in Q1
BVC PARTNERS: Case Summary & 9 Unsecured Creditors
CARLTON GLOBAL: Plan Confirmation Hearing Continued to Aug. 6
CATASYS INC: Files Copy of Presentation with SEC

CHEROKEE SIMEON: Court Dismisses Chapter 11 Case
CITY OF NEWBURGH: Moody's Affirms Ba1 Rating on $49.5MM GO Debt
COMMERCIAL VEHICLE: Moody's Keeps 'B2' CFR, Stable Outlook
DAMES POINT: Jason Barnett to Serve as Mediator
DETROIT, MI: S&P Lowers Ratings on GO Debt & POCs to 'CC'

DEX MEDIA EAST: Bank Debt Trades At 22% Off
DIRECT ACCESS: Avoids Having Interim Trustee Named
DUNLAP OIL: Peritus' Odenkirk to Serve as Plan Expert
DYNASIL CORP: Awards 300,000 Restricted Shares to Interim CEO
DUKEAXLE ENTERPRISES: Voluntary Chapter 11 Case Summary

EASTMAN KODAK: Large Technology Owners Object to Imaging Sale
ELBIT IMAGING: Asks Court to Issue TRO Against Bank Hapoalim
ELBIT VISION: Investor Exercises $500K of Convertible Securities
EL CENTRO MOTORS: Creditors May Recover 52% on Unsecured Claims
ELEPHANT TALK: To Buy $6.7MM Senior Secured Convertible Notes

ENERGY SERVICES: Stockholders Elect Nine Directors
ENERGYSOLUTIONS INC: Rockwell Sacks Seven Directors
EPE SPITZER: Voluntary Chapter 11 Case Summary
EXIDE TECHNOLOGIES: Incurs $223 Million Net Loss in Fiscal 2013
FINJAN HOLDINGS: BCPI I Held 23.9% Equity Stake at June 3

FINJAN HOLDINGS: Israel Seed Held 19.5% Stake as of June 3
FINJAN HOLDINGS: HarbourVest Held 19.2% Stake as of June 3
FINJAN HOLDINGS: Cisco Systems Held 7.5% Equity Stake at June 3
FIRST DATA: Bank Debt Due September 2018 Trades at 2% Off
FIRST DATA: Bank Debt Due March 2018 Trades At 2% Off

FLORIDA GAMING: Taps Jefferies to Provide Valuation Services
FREDERICK'S OF HOLLYWOOD: Had $643,000 Net Loss in Third Quarter
GASTAR EXPLORATION: S&P Give 'B-' CCR & Rates $200MM Notes 'B-'
GENELINK INC: Shareholders Elect Six Directors
GENESYS: $100MM Debt Increase No Impact on 'B2' Moody's CFR

GIBSON ENERGY: Substantial Growth Cues Moody's to Lift CFR to Ba2
GORDON PROPERTIES: Stephen Leach Named as Chapter 11 Examiner
GYMBOREE CORP: Bank Debt Trades At 3% Off
HAMPTON LAKE: Bird Cofield OK'd as Primary Closing Attorney
HAMPTON LAKE: Taps Cherry Bekaert as Audit & Tax Accountants

HAMPTON LAKE: Committee Wants Clawson & Staubes as Attorney
HAMPTON LAKE: Has Court OK to Hire McCarthy Law as Bankr. Counsel
HAMPTON LAKE: Wants to Hire Hampton Lake Realty as Sales Agent
HAMPTON LAKE: Wants Court OK to Hire Reed Development as Manager
HAMPTON LAKE: U.S. Trustee Forms Three-Member Creditors Committee

HAMPTON LAKE: Has Court's Nod to Use Cash Collateral Until July
HEAT FACTORY: Case Summary & 20 Largest Unsecured Creditors
HORSEHEAD HOLDING: Poor Performance Cues Moody's to Cut CFR to B3
ICEWEB INC: Adopts 2013 Employee Option Plan
IEC ELECTRONICS: NYSE MKT Accepts Listing Compliance Plan

IN THE PLAY: Files List of 20 Largest Unsecured Creditors
INOVA TECHNOLOGY: Effects a 100-for-1 Reverse Stock Split
JAROSZ WELDING: Case Summary & 20 Largest Unsecured Creditors
JEM CARTING: Updated Case Summary & Creditors' Lists
JHCI ACQUISITION: Moody's Assigns B1, Caa1 Ratings to New Debts

KGHM INTERNATIONAL: Moody's Affirms B3 Corp. Family Rating
LA PLAYA RESTAURANTS: Voluntary Chapter 11 Case Summary
LAKELAND INDUSTRIES: Incurs $844,400 Net Loss in First Quarter
LEHMAN BROTHERS: $2.3BB Deal With Brokerage Took Effect June 7
LEHMAN BROTHERS: To Sell Add'l $1.8-Bil. of Claims Against LBI

LEHMAN BROTHERS: Proposes Deal With Airlie, U.S. Bank
LEHMAN BROTHERS: Seeks Two More Mediators for Derivatives Issues
LEHMAN BROTHERS: Final Fee Applications of Bingham, et al., Okayed
LEHMAN BROTHERS: Facing $20 Million Suit From School Teacher
LIFECARE HOLDINGS: Wins First Two Rounds in War vs. IRS

LIONS GATE: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable
LOUBAT EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
MARINAS INTERNATIONAL: Has Green Light to Access Funds
MERIDIAN SUNRISE: U.S. Bank Balks at Confirmation of Plan
MERRIMACK PHARMACEUTICALS: Stockholders Elect Nine Directors

MICROMED TECHNOLOGY: Case Summary & 20 Largest Unsecured Creditors
MJM STAMFORD: Case Summary & 20 Largest Unsecured Creditors
MOUNTAIN PROVINCE: Shareholders Elect Seven Directors
MPG OFFICE: Reclassifies Results of US Bank Tower and Westlawn
MPG OFFICE: Amends 135,526 Shares Resale Prospectus

NATIONAL ENVELOPE: Won't Lay Off Workers at Appleton Facility
NATIONAL HOLDINGS: Has Compensation Plan for Co-Chairman and CEO
NE OPCO: Secures $65MM Financing & Won't Close Plants
NEXT 1 INTERACTIVE: Incurs $4.2 Million Net Loss in Fiscal 2013
NGTECH LLC: Case Summary & 5 Unsecured Creditors

NPC INT'L: Wendy's Franchisee Deal No Impact on Moody's Ratings
ORCHARD SUPPLY: Enters Chapter 11 to Sell to Lowe's
ORCHARD SUPPLY: Case Summary & 20 Largest Unsecured Creditors
PATRIOT COAL: Disputes UMWA Characterization of Negotiations
PATRIOT COAL: 10-Month Legal Tab Hits $57.7 Million

PAUL PULLO: Involuntary Chapter 11 Case Summary
PEACH STATE: Case Summary & 20 Largest Unsecured Creditors
PENINSULA HOSPITAL: Ch.11 Trustee to Hire 403(b) Plan Manager
PENINSULA HOSPITAL: Amended Motion to Hire BDO USA Approved
PLC SYSTEMS: Announces Changes to its Board of Directors

PRESSURE BIOSCIENCES: Agrees to Sell $500,000 Conv. Debentures
REAL ESTATE ASSOCIATES: Carter Replaces E&Y as Accountants
RENEGADE HOLDINGS: Trustee Wants to Seize $103K From Phelps
RESIDENTIAL CAPITAL: UST Joins Berkshire Bid to Unseal Report
ROAD-RUNNER HIGHWAY: Case Summary & 20 Largest Unsecured Creditors

ROSETTA GENOMICS: Novitas Issues LCD for Cancer Origin TestTM
ROTECH HEALTHCARE: Plan Set for Aug. 20 Confirmation Hearing
RURAL/METRO CORP: Bank Debt Trades At 4% Off
SBM CERTIFICATE: U.S. Trustee Seeks Chapter 7 Conversion
SBM CERTIFICATE: Can Employ Leach Travell as Bankruptcy Counsel

SCHOOL SPECIALTY: S&P Assigns 'B' CCR Following Bankruptcy
SCO GROUP: Utah District Court Revives Suit Against IBM
SEANERGY MARITIME: Swings to $1.06-Mil. Profit in 1st Quarter
SEQUENOM INC: Stockholders Elect Nine Directors to Board
SOUTH LEXINGTON: Case Summary & 11 Unsecured Creditors

SOUTHERN ONE: Court to Review Adequacy of Plan Outline on July 24
SPANISH BROADCASTING: Stockholders Elect Six Directors
SPECTRASCIENCE INC: Sells $52,632 Convertible Notes
SPIRIT REALTY: Shareholders Approve Merger with Cole Credit
STEINHAUER FAMILY: Voluntary Chapter 11 Case Summary

STOCKTON, CA: Assured Guaranty Scolded for Wasting Time
SUPERIOR PLUS: S&P Assigns 'BB-' Rating to C$150MM 7-Yr. Notes
TARGETED MEDICAL: Marcum LLP Replaces EFPR as Accountants
TEXAS INDUSTRIES: Moody's Changes Ratings Outlook to Positive
TRANSGENOMIC INC: AMH Equity Held 4.9% Equity Stake as of June 4

TXU CORP: Bank Debt Trades At 29% Off
UNDERGROUND ENERGY: Gets Notice of Intended Halt From TSX
UNIGENE LABORATORIES: R. Levy Held 65.4% Equity Stake as of June 3
UNITED AMERICAN: Unit Defaults Under Fifth Third Credit Pact
UNITEK GLOBAL: Moody's Withdraws 'Ca' Corporate Family Rating

UNIVAR NV: Bank Debt Trades At 1% Off
VELATEL GLOBAL: Amends 2012 Annual Report
VERMILLION INC: L. Feinberg Held 25.9% Equity Stake as of June 12
VIAWEST INC: Moody's Assigns 'B2' CFR; Outlook Negative
VITESSE SEMICONDUCTOR: Columbia Pacific Has 9.8% Equity Stake

WATERDOG DISPOSAL: Case Summary & 20 Largest Unsecured Creditors
WEBSENSE INC: Moody's Assigns 'B2' CFR; Outlook Stable
WILCOX EMBARCADERO: Can Hire Cassidy Turley as Leasing Agent
WILLIAM BEIERWALTES: Files Ch.11 After Payment to City of Loveland

* Online Liquidation Hike Presents Opportunities, Challenges
* Evan Wolkofsky Joins Buchanan Ingersoll & Rooney in Charlotte

* Large Companies With Insolvent Balance Sheets

                            *********

30DC INC: Malone Bailey Replaces Marcum as Accountants
------------------------------------------------------
Marcum, LLP, the independent registered public accounting firm for
30DC, Inc., was dismissed on June 6, 2013.

The dismissal of Marcum and engagement of new auditors were
approved by the Company's board of directors.  No audit committee
exists, other than the members of the Board of Directors.

Marcum's reports on the Company's financial statements for the
fiscal years ended June 30, 2011, and 2012 did not contain an
adverse opinion, and were not qualified or modified as to
uncertainty, audit scope, or accounting practices.

Marcum's report on the Company's financial statements for the
fiscal years ended June 20, 2012, and 2011 contained an
explanatory paragraph indicating that there was a substantial
doubt as to the Company's ability to continue as a going concern.
In relation to the audit of the financial statements, Marcum
informed the Company of its observations of a material weakness in
internal control over financial reporting.

The dismissal of Marcum was not due to any disagreement with the
Company.

On June 12, 2013, the board approved the engagement of new
auditors, Malone Bailey, LLP, of Houston, Texas.

                           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.


400 EAST: Negotiates Cash Collateral Use Thru June 30
-----------------------------------------------------
400 East 51st Street LLC negotiated another stipulation with its
lender, 51st Street Lender LLC, for the continued use of its cash
collateral through June 30, 2013, pursuant to a prepared budget.

A copy of the May-June 2013 Cash Collateral Budget is available at
http://bankrupt.com/misc/400EAST_MayJune2013Budgt.pdf

Allen G. Kadish, Esq. -- akadish@dtlawgroup.com -- of DICONZA
TRAURIG LLP, in New York, represents the Debtor.

                   About 400 East 51st Street

400 East 51st Street LLC filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-14196) on Oct. 9, 2012.  The Debtor, a Single
Asset Real Estate under 11 U.S.C. Sec. 101 (51B), owns property in
150 East 58th Street, New York.  Judge Robert E. Gerber presides
over the case.  Hanh V. Huynh, Esq., at Herrick, Feinstein LLP, in
New York, serves as counsel.  The petition was signed by Simon
Elias, member and chief administrative officer.

The Debtor disclosed $15,058,087 in assets and $11,509,639 in
liabilities as of the Chapter 11 filing.


ALLIED SYSTEMS: Yucaipa Opposes Latest Proposed Auction
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Allied Systems Holdings Inc. will take another crack
at having the bankruptcy court in Delaware approve auction and
sale procedures at a June 19 hearing.  The newest auction proposal
is opposed by Allied's controlling shareholder Yucaipa Cos. LLC,
which also owns a majority of the first- and second-lien debt.

The report recounts that throughout the Chapter 11 reorganization
begun 13 months ago, Yucaipa's adversary has been bondholders
affiliated with Black Diamond Capital Management LLC and Spectrum
Group Management LLC.  The bondholders came up with a sale and
financing proposal nixed by the bankruptcy judge at the end of
May.  Rather than approve sale procedures in May, U.S. Bankruptcy
Judge Christopher S. Sontchi sent the warring factions off to
mediate with New York Bankruptcy Judge Robert Drain.

Bloomberg News relates that the result of mediation was new sale
and financing proposal opposed by Yucaipa.  If Judge Sontchi
agrees with the proposal at the June 19 hearing, there will be an
auction without a stalking-horse already committed to purchasing
the assets.  Bids would be due July 31, followed by an Aug. 8
auction.

Yucaipa, however, wants Judge Sontchi to delay the hearing until
June 24.  In the meantime, Yucaipa says it will examine witnesses
under oath.

The report discloses that the proposed terms of sale require
sufficient cash to pay bankruptcy financing and a budget to wind
down the Chapter 11 case.  Yucaipa contends it would effectively
be precluded from bidding or using the debt it holds rather than
cash to pay the purchase price.  The new sale proposal is
accompanied by financing the bondholders would provide at a lower
interest rate.  Part of the new financing gives the creditors'
committee a budget of $1.85 million for lawsuits attacking
Yucaipa.

                      About Allied Systems

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

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

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Wants Ernst & Young for More Services
--------------------------------------------------------
AMR Corp. asks Judge Sean Lane to authorize its auditor Ernst &
Young LLP to provide additional services.  The firm will among
other things audit the financial statements of AMR and American
Airlines Inc. for the year ended Dec. 31, 2013, and the financial
statements of AMR Eagle Holding Corp.  A copy of a letter
agreement detailing the services to be provided by the firm can be
accessed at http://is.gd/siCTHy

Ernst & Young will receive monthly fees for services rendered in
connection with the audit of the companies' financial statements.

Meanwhile, the firm will charge AMR for the other services based
on its hourly rates, which range from $172 per hour for staff to
$697 per hour for partners.

                     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 OK for Linklaters as Special Counsel
-----------------------------------------------------------
AMR Corp. won court approval to employ Linklaters LLP as its
special counsel.

Linklaters will help the company meet regulatory filing
requirements in the European Union in connection with its merger
with US Airways Group Inc.  The firm will also advise AMR on cargo
and antitrust issues in connection with its operations in the EU.

Linklaters will be paid on an hourly basis and will receive
reimbursement for work-related expenses.  The firm's hourly rates
range from $750 to $880 for partners; $325 to $450 for associates;
and $150 to $250 for paraprofessionals.

The firm does not hold or represent interest adverse to AMR or its
bankruptcy estate, according to a declaration by Gerwin Van
Gerven, Esq., a partner at Linklaters.

                     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: Ford Harrison Okayed to Give More Services
-------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan authorized Ford Harrison
LLP to provide additional services to AMR Corp.

The firm will represent AMR in its negotiations with US Airways
Group Inc. and the unions representing flight attendants in
connection with their merger.

                     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: Stipulation With Airbus Approved
---------------------------------------------------
Judge Sean Lane approved the stipulation between American Airlines
Inc. and Airbus S.A.S., which authorizes the airline to perform
under various contracts including an agreement for the purchase of
A320 family aircraft.  A copy of the stipulation is available for
free at http://is.gd/gN0Gge

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

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

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

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

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

                     About American Airlines

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

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: Court Approves Fees for Felsberg Associates
--------------------------------------------------------------
Judge Sean Lane approved the agreement signed by AMR Corp. that
allows Felsberg, Pedretti e Mannrich Advogados e Consultores
Legais to charge AMR Corp. hourly rates ranging between $200 and
$225 for services provided by its senior associates who represent
the company in legal matters in Brazil.  The agreement is
available for free at http://is.gd/oQQSzx

                     About American Airlines

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

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: Unveils Private Offering of EETCS
----------------------------------------------------
American Airlines, Inc., the principal operating subsidiary of AMR
Corporation, announced at the end of may the private offering of
American Airlines, Inc. Pass Through Certificates, Series 2013-1C
(the "Class C Certificates") in the aggregate face amount of
$119,769,000.  The Class C Certificates generally will rank junior
to the American Airlines, Inc. Pass Through Certificates, Series
2013-1A and the American Airlines, Inc. Pass Through Certificates,
Series 2013-1B, which were issued on March 12, 2013.

The Class C Certificates will represent an interest in the assets
of a pass through trust, which will hold certain equipment notes
expected to be issued by American.  Such equipment notes are
expected to be secured by eight currently owned Boeing 737-823
aircraft, one currently owned Boeing 777-223ER aircraft, two
currently owned Boeing 777-323ER aircraft, and two new Boeing 777-
323ER aircraft currently scheduled for delivery to American during
the period from June 2013 to July 2013.

The Class C Certificates are being offered in the United States to
qualified institutional buyers, as defined in, and in reliance on,
Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act").  The Class C Certificates will not be
registered under the Securities Act or applicable state securities
laws and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state law.

                     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).


ANACOR PHARMACEUTICALS: Secures $45 Million Loan Facility
---------------------------------------------------------
Anacor Pharmaceuticals has entered into a loan agreement with
Hercules Technology Growth Capital, Inc., for up to $45 million in
new capital to be distributed in three tranches.

Anacor borrowed the first tranche of $30 million upon the
execution of the loan agreement on June 7, 2013, and used
approximately $22.6 million to repay the remaining obligations
under its loan agreement with Oxford Finance LLC and Horizon
Technology Finance Corporation.  Anacor expects to use the
remainder of the funding for filing its New Drug Application for
tavaborole, conducting additional clinical studies of AN2728 and
for general working capital.  The second tranche of $10 million is
available at Anacor's discretion through Dec. 5, 2013, and the
third tranche of $5 million is available upon confirmation of the
U.S. Food and Drug Administration's approval of the tavaborole NDA
through the earlier of Dec. 15, 2014, or 30 days after the FDA
approval of tavaborole.

"This financing extends our cash runway through mid-2014 and gives
us additional financial flexibility as we prepare for the outcome
of our arbitration with Valeant, continue to evaluate
commercialization options for tavaborole, and prepare for the
Phase 3 development of AN2728 in atopic dermatitis," said Geoff
Parker, chief financial officer of Anacor Pharmaceuticals.

"We are pleased to be a financing partner to Anacor," said Chad
Norman, Managing Director at Hercules.  "With its boron chemistry
platform and resultant pipeline of novel drug candidates, Anacor
has the potential to address a number of difficult to treat
conditions."

The funding is in the form of secured indebtedness bearing
interest at a calculated prime-based variable rate of between
11.65 percent and 14.90 percent.  Payments under the loan
agreement are interest only until Jan. 1, 2015 (or if the FDA
approves tavaborole on or before Dec. 15, 2014, the interest only
period is extended to July 1, 2015), followed by equal monthly
payments of principal and interest through the scheduled maturity
date on July 1, 2017.  In connection with the loan agreement,
Anacor issued Hercules warrants, which are exercisable for 528,375
shares of Common Stock at a per share exercise price of $5.11.

                            About Anacor

Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a
biopharmaceutical company focused on discovering, developing and
commercializing novel small-molecule therapeutics derived from its
boron chemistry platform.  Anacor has discovered eight compounds
that are currently in development.  Its two lead product
candidates are topically administered dermatologic compounds-
tavaborole, an antifungal for the treatment of onychomycosis, and
AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of
atopic dermatitis and psoriasis.

The Company's balance sheet at March 31, 2013, showed
$37.4 million in total assets, $45.4 million in total liabilities,
and a stockholders' deficit of $8.0 million.

"Since inception, the Company has generated an accumulated deficit
as of March 31, 2013, of approximately $230.3 million, and will
require substantial additional capital to fund research and
development activities, including clinical trials for its
development programs and preclinical activities for its product
candidates."

As reported in the TCR on March 2, 2013, Ernst & Young LLP, in
Redwood City, California, expressed substantial doubt about
Anacor's ability to continue as a going concern, citing the
Company's recurring losses from operations and its need for
additional capital.


ASBURY AUTOMOTIVE: Moody's Raises CFR to 'Ba3', Stable Outlook
--------------------------------------------------------------
Moody's Investors Service upgraded all ratings of Asbury
Automotive Group, Inc. including the Corporate Family Rating,
which was upgraded to Ba3 from B1. The rating outlook is stable.

Ratings upgraded include:

Corporate Family Rating to Ba3 from B1

Probability of Default Rating to Ba3-PD from B1-PD

7.625% Sr. Sub. Notes (03/15/2017) to B2/LGD5-87% from B3/LGD5-87%

8.375% Sr. Sub. Notes (11/15/2020) to B2/LGD5-87% from B3/LGD5-87%

Ratings Rationale:

"The ratings upgrade recognizes Asbury's strong recent operating
performance which has resulted in significant improvement to the
company's quantitative credit profile," stated Moody's Senior
Analyst Charlie O'Shea. "Debt/EBITDA has dropped to 3.6 times at
LTM March 2013, and interest coverage as measured by EBIT/Interest
has improved to 3.6 times. Moody's expects the company to largely
maintain this overall credit profile going forward."

The Ba3 Corporate Family Rating recognizes that despite its
relatively small size as compared to its rated U.S. peer group,
Asbury's market and competitive positions are formidable in the
markets in which it chooses to operate as evidenced by its credit
metrics, which are strong for this peer group. The rating also
considers Asbury's historically-favorable brand mix, with around
84% of new vehicle sales coming from luxury and import brands, and
its operating profit trend away from new vehicle sales. Asbury's
business model, with solid parts and service and finance and
insurance segments, reduces reliance on new car sales, and it is
successfully enhancing the efficiency of its used car business.
Ratings also consider Asbury's improved liquidity resulting from
its favorable debt maturity profile.

The stable outlook reflects Moody's expectation that Asbury will
continue to manage itself with sufficient discipline around
operating costs such that its present quantitative profile is
largely continued. Ratings could be upgraded if credit metrics
further improve such that debt/EBITDA was maintained below 4 times
for an extended period and EBIT/interest was sustained above 4
times. Ratings could be downgraded if debt/EBITDA approached 4.5
times or if EBIT/interest fell below 2.75 times.

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

Asbury Automotive, headquartered in Duluth, GA, is a leading auto
retailer with 97 franchises, and annual revenues of approximately
$4.8 billion.


ASSET ACCEPTANCE: S&P Withdraws 'B+' Issuer Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'B+'
issuer credit rating and its 'BB' senior secured rating on Asset
Acceptance Capital Corp. at the company's request following its
acquisition by Encore Capital Group.

Encore Capital Group Inc. (unrated) announced that it closed its
acquisition of Asset Acceptance.  As part of the transaction,
Encore has retired all of Asset Acceptance's existing debt.


ATLAS ENERGY: Moody's Affirms 'B2' CFR After EP Asset Purchase
--------------------------------------------------------------
Moody's Investors Service affirmed Atlas Energy Holdings Operating
Company, LLC's B2 Corporate Family Rating, B2-PD Probability of
Default Rating, Caa1 senior unsecured notes rating, and its
Speculative Grade Liquidity rating at SGL-3.

Atlas Energy's senior unsecured notes are guaranteed by Atlas
Resource Partners, L.P. (ARP) and co-issued by Atlas Resource
Finance Corporation. The rating outlook is stable. The rating
action follows ARP's recent announcement to acquire 466 billion
cubic feet of proved natural gas reserves from EP Energy for $733
million.

"The rating affirmation of Atlas Energy reflects the benefits of
increased size and scale, with the addition of mature, low decline
assets being acquired from EP Energy," commented Gretchen French,
Moody's Vice President. "However, Atlas Energy's B2 rating remains
constrained by its aggressive pace of acquisitions since its
formation, which increases execution and integration risk, and a
heavy distribution burden."

Issuer: Atlas energy Holdings Operating Company, LLC

Affirmations:

$275 Million Senior Unsecured Notes due in 2021, Rated Caa1
(LGD 5, 88%)

Corporate Family Rating of B2

Probability of Default Rating of B2-PD

Speculative Grade Liquidity rating of SGL-3

Ratings Rationale:

Atlas Energy's B2 Corporate Family Rating reflects its long-lived
reserve base, its large and diverse drilling inventory, the
benefits of its partnership management business and a conservative
financial leverage profile relative to peers. However, the B2 CFR
is restrained by the company's natural gas weighted production
base, which has constrained cash margins. The CFR also reflects
the company's limited track record with its current asset base due
to an aggressive acquisition-led growth strategy. In addition, the
rating its restrained by the risks inherent in its MLP corporate
finance model, which increases event risk and has resulted in a
heavy distribution burden relative to cash flow generation to
date. However, the B2 rating recognizes management's meaningful
use of equity financing for reasonably priced acquisitions and
active hedging program.

The EP Energy asset acquisition is indicative of ARP's rapid
growth strategy, representing the company's largest acquisition
since its formation in 2011, and coming on the heels of four asset
acquisitions in 2012. ARP plans to use roughly $333 million of
debt to finance the transaction, with the remaining $400 million
of the purchase price funded through a combination of common
unites and convertible preferred equity. Moody's considers 25% of
the preferred issue as debt for its analytical purposes.

The EP Energy asset acquisition will increase Atlas Energy's scale
and basin diversification to a level indicative of a higher
rating. The acquisition will increase ARP's total proved reserve
base and daily production by over 60%, with ARP's percentage of
proven developed reserves increasing to 71% of total reserves from
56%, pro forma for year-end 2012. The acquisition also provides
Atlas Energy with mature, low decline assets that provide a fairly
predictable production profile. The acquisition will lower ARP's
decline rate to 11% from the mid-teens. However, the acquired
assets will also increase the MLP's exposure to weak natural gas
prices ARP's production mix becoming more weighted to natural gas,
increasing to 94% of total production from 81%, pro forma for the
first quarter of 2013. And management will need to demonstrate
success in integrating such a large acquisition.

The acquisition should improve Atlas Energy's E&P-based financial
leverage metrics, with March 31, 2013 debt/proved developed
reserves falling to $6.48/boe from $7.28/boe pro forma and
debt/production declining to $21,593/boe from $22,227/boe.
However, Atlas Energy, L.P. (ATLS, unrated), a publicly traded
master limited partnership that owns and controls ARP's general
partner, will incur a substantial increase in debt as a result of
this transaction, including the debt financing of both the
purchase of the convertible preferred units from ARP and the
purchase of 45 billion cubic feet of proved natural gas reserves
from EP Energy for $67 million. This, in turn, will both increase
the complexity of the organization and also increase ATLS'
reliance on distributions from ARP. ARP expects to substantially
increase its distribution payout as a result of the acquisition.

The Caa1 ratings on the Atlas Energy's $275 million of senior
notes due 2021 reflect both the overall probability of default of
Atlas Energy, to which Moody's assigns a PDR of B2-PD, and a loss
given default of LGD 5 (88%). The senior notes are guaranteed by
essentially all material domestic subsidiaries as well as the
issuer's direct parent on a senior unsecured basis and are
accordingly subordinated to the senior secured credit facility's
potential priority claim to the company's assets. The size of the
potential senior secured claims relative to the unsecured notes
outstanding results in the senior notes being notched two ratings
below the B2 CFR under Moody's Loss Given Default Methodology.

Atlas Energy's SGL-3 Speculative Grade Liquidity rating reflects
adequate liquidity through mid-2014, driven by its high dividend
payout, aggressive pace of acquisitions, and the need to
frequently access the capital markets to finance growth. Moody's
views ARP's partnership management business as an enhancement to
liquidity, providing monthly fees to manage wells and providing up
front funding for its PUD drilling program. Atlas Energy's
liquidity profile also benefits from the flexibility in its
capital program and its active hedging program. Atlas has a $1
billion revolving credit facility, with committed bank financing
supporting a pro forma $835 million borrowing base, due 2018, in
connection with the acquisition. The credit revolving facility is
secured by mortgages on its oil and gas properties and security
interests in substantially all of its assets. Moody's estimates at
least $300 million of availability under the revolver pro-forma
for the acquisition. Moody's expects that ARP will remain within
its covenant compliance metrics which includes Debt/EBITDA of less
than 4.50x (stepping down to 4.25x starting in the third quarter
of 2013, and 4.00x starting in the second quarter of 2014).
Alternative liquidity is limited, given that substantially all of
the company's oil and gas assets are pledged as security under its
revolver.

The outlook is stable based on Moody's expectation that Atlas
Energy maintains an adequate liquidity profile and continues to
finance acquisitions with a meaningful equity component. Moody's
could upgrade the ratings if the company is able to demonstrate a
track record of improved cash margins while maintaining a
conservatively leveraged financial profile (debt/production less
than $30,000 boe/d) and improving cash flow coverage of
distributions. Moody's could downgrade the ratings if leverage
increased (debt/production above $40,000 boe/d) or if distribution
coverage weakened below 1.1x for a sustained period.

The principal methodology used in this rating was Global
Independent Exploration and Production Industry published in
December 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Atlas Energy Holdings Operating Company, LLC is a wholly-owned
subsidiary of Atlas Resource Partners, L.P., which is
headquartered in Pittsburgh, Pennsylvania.


AURA SYSTEMS: Incurs $15.1 Million Net Loss in Fiscal 2013
----------------------------------------------------------
Aura Systems, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$15.14 million on $2.71 million of net revenues for the fiscal
year ended Feb. 28, 2013, as compared with a net loss of
$14.15 million on $3.33 million of net revenues for the year ended
Feb. 29, 2012.

As of Feb. 28, 2013, the Company had $3.09 million in total
assets, $24.68 million in total liabilities and a $21.59 million
total stockholders' deficit.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Feb. 28, 2013.  The independent
auditors noted that the Company has historically incurred
substantial losses from operations, and the Company may not have
sufficient working capital or outside financing available to meet
its planned operating activities over the next 12 months.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

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

                         http://is.gd/t9zBiu

                          About Aura Systems

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles,
tests and sells its proprietary and patented Axial Flux induction
machine known as the AuraGen(R) for industrial and commercial
applications and VIPER for military applications.


AVANTAIR INC: Inspects Aircrafts for Compliance and Safety
----------------------------------------------------------
Avantair, Inc., on June 6, 2013, commenced visual inspections and
records review of the time controlled parts on its aircraft by
voluntarily ceasing flying each aircraft during the period until
the inspection with respect to that aircraft is completed in order
to ensure the highest degree of compliance and safety.  An audit
of the time controlled parts was already underway during scheduled
maintenance checks as part of its new safety system; however, the
Company was notified of an anonymous call questioning the adequacy
of the system for monitoring time controlled parts.  As such, it
is the Company's policy to fully investigate those claims.  The
Company anticipates that it will begin release of aircraft back
into service on a continual basis this week following the
completion of these inspections.

                         About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

The Company's balance sheet at Dec. 31, 2012, showed $81.56
million in total assets, $120.25 million in total liabilities,
$14.84 million in series a convertible preferred stock, and a
$53.53 million total stockholders' deficit.


AVANTAIR INC: Incurs $8.3 Million Net Loss in March 31 Quarter
--------------------------------------------------------------
Avantair, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common stockholders of $8.33 million on $34.66
million of total operating revenue for the three months ended
March 31, 2013, as compared with a net loss attributable to common
stockholders of $1.59 million on $45.59 million of total operating
revenue for the same period during the prior year.

For the nine months ended March 31, 2013, the Company incurred a
net loss attributable to common stockholders of $11.56 million on
$113.02 million of total operating revenue, as compared with a net
loss attributable to common stockholders of $5.43 million on
$131.51 million of total operating revenue for the same period a
year ago.

As of March 31, 2013, the Company had $78.25 million in total
assets, $125.11 million in total liabilities, $14.86 million in
series A convertible preferred stock, and a $61.72 million total
stockholders' deficit.

"If we cannot generate the required revenues and gross margin to
achieve profitability or obtain additional capital on acceptable
terms, we will need to substantially revise our business plan in
order to continue operations and an investor could suffer the loss
of a significant portion or all of his investment in our Company.
The factors described herein raise substantial doubt about our
ability to continue as a going concern."

Avantair recently experienced a voluntary stand down of its
operations to complete reviews of its aircraft maintenance records
and inspection of its aircraft in coordination with the Federal
Aviation Administration (FAA) which could have an adverse impact
on the Company's ability to operate its aircraft and cause
Avantair to incur substantial additional costs to continue flight
operations.

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

                        http://is.gd/rwhCwU

                        About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.


AXESSTEL INC: CEO Serving as Marketing Chief on Interim
-------------------------------------------------------
Axesstel provided updates on its sales leadership following the
resignation of Henrik Hoeffner, its chief marketing officer, as
well as its anticipated second quarter performance and full year
2013 outlook.

Clark Hickock, the Company's chief executive officer, has been
increasingly active in key customer relationships and has assumed
Mr. Hoeffner's management responsibilities.  The sales executives
for each of its four key regional markets now report directly to
Mr. Hickock.  The Company has reached an agreement with Mr.
Hoeffner to provide advisory consulting services to transition key
accounts and advance key strategic opportunities.

"We want to thank Henrik for his service and contribution to
Axesstel," said Hickock.  "He has been the consummate professional
and assembled a team of experienced and capable regional sales
executives who manage our day-to-day sales operations in North
America, Latin America, Europe and the Middle East and Africa.  We
wish Henrik well."

The Company is anticipating a weak second quarter due to slower
demand in Europe, product launches in Africa that were delayed to
the second quarter as a result of minor warranty issues, and a
slower than expected rollout of the Company's new products in
2013.  The Company believes that revenues for the second quarter
will fall substantially below first quarter revenue of $10.1
million, and may be as low as $2 million.

Hickock continued, "Our quarterly revenues have always been
subject to volatility based on the timing of large orders.  The
transition to our next generation product lines is moving slower
than anticipated, but we will work through these issues and expect
our performance to return to historic levels later in 2013.
Despite what looks like a very weak second quarter, we are
continuing to receive positive feedback from our customers about
our new product lines, and expect that the second half of the year
will show improved sales and results of operations."

"We are confident in our product strategies, including our
entrance into the rapidly growing M2M and connected home markets.
We expect to retain market share in Europe with our broadband
gateway devices and to expand our addressable market with the
recent launch of our dual-mode gateway device.  We are adding
functionality to our next generation of wireline replacement
terminals for the North American market.  We have multiple
releases scheduled for our Home Alert product line, targeted to
address the requirements of specific geographic regions or
customers.  Scheduled for launch in North America later in 2013,
we are putting Home Alert products in the development lab with
Sprint, and are working with other carriers in North America and
other regions.  We need to get these products completed, tested
and released, but expect that the Home Alert products will be one
of our largest selling product lines.  We remain very excited
about our future," concluded Hickock.

                         Weak Q2 Results

The Company is anticipating a weak second quarter due to slower
demand in Europe, product launches in Africa that were delayed to
the second quarter as a result of warranty issues, and a slower
than expected rollout of the Company's new products in 2013.  The
Company believes that revenues for the second quarter will fall
substantially below first quarter revenues of $10.1 million, and
may be as low as $2 million.

The Company's quarterly revenues have always been subject to
volatility based on the timing of large orders.  The transition to
the Company's next generation product lines is moving slower than
anticipated, but the Company will work through these issues and
expect our performance to return to historic levels later in 2013.
Despite what looks like a very weak second quarter, the Company is
continuing to receive positive feedback from its customers about
the Company's new product lines, and expect that the second half
of the year will show improved sales and results of operations.

                           About Axesstel

Axesstel Inc., based in San Diego, Calif., develops fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market.  The Company's product portfolio
includes fixed wireless phones, wire-line replacement terminals,
and 3G and 4G broadband gateway devices used to access voice
calling and high-speed data services.

Axesstel disclosed net income of $4.31 million for the year ended
Dec. 31, 2012, as compared with net income of $1.09 million during
the prior year.  The Company's balance sheet at March 31, 2013,
showed $25.44 million in total assets, $31.84 million in total
liabilities and a $6.39 million total stockholders' deficit.


B&T OLSON FAMILY: Court Enters Final Decree Closing Case
--------------------------------------------------------
The U.S. Bankruptcy Court has approved the motion filed by B&T
Olson Family LLC for an order allowing claims and entry of a final
decree closing the Debtor's case.

A full-text copy of the claims that are allowed for amounts owing
as of the Petition Date, is available free at:

    http://bankrupt.com/misc/B&T_OLSON_case_closed.pdf

Based in Snohomish, Washington, B&T Olson Family LLC owns certain
commercial real properties in Snohomish and Island County,
Washington, commonly known as the Resilience Fitness Building, the
Team Fitness Building, the Downtown/Port Susan Building, and
Camano Commons Building G.

The Company filed for Chapter 11 protection (Bankr. W.D. Wash.
Case No. 12-14352) on April 26, 2012, in Seattle on April 26,
2012.  B&T Olson disclosed $18.3 million in assets and $17.5
million in assets in its schedules.  The Debtor owns six
properties in Lake Stevens, Stanwood, and Camano Island,
Washington.  Four properties worth $16 million secure $12 million
of debt to Opus Bank.  Brett T.  Olson and Christina L. Olson own
the Debtors.

Judge Karen A. Overstreet oversees the case.  James L. Day, Esq.,
and Katriana L. Samiljan, Esq., at Bush Strout & Kornfeld LLP,
in Seattle, Wash., serve as the Debtor's counsel.

Joseph A.G. Sakay, Esq., and Eric D. Lansverk, Esq., at Hillis
Clark Martin & Peterson P.S., in Seattle, Washington, represent
Opus Bank as counsel.  Michael C. Oiffer, at KeyBank Law Group, in
Tacoma, Washington, represents KeyBank National Association as
counsel.


BBX CAPITAL: Inks $44 Million Settlement with Catalfumo
-------------------------------------------------------
BBX Capital Corporation has settled its protracted litigation
arising out of the Company's lending relationship with Daniel S.
Catalfumo and certain members of his family and affiliated
entities.  Pursuant to the settlement, Catalfumo will pay BBX
Capital $25 million in cash and transfer property valued at
approximately $14 million to BBX Capital by July 3, 2013.  An
additional $5 million in cash is payable by Nov. 20, 2013.  All of
the payments and property transfers are subject to certain periods
of extension and subject to Bankruptcy Court approval.

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

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

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

                            BBX Capital

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

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

                           *     *     *

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

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


BELO CORP: Moody's Alters Outlook to Developing & Affirms Ba2 CFR
-----------------------------------------------------------------
Moody's Investors Service affirmed Belo Corp.'s Ba2 Corporate
Family Rating and changed the outlook to developing from stable.
The change in outlook was prompted by the company's announcement
that it entered into a merger agreement with Gannett Co., Inc.
(Ba1 negative). All other credit ratings were affirmed.

Affirmed:

Issuer: Belo Corp.

Corporate Family Rating: Affirmed Ba2

Probability of Default Rating: Affirmed Ba2-PD

8% Guaranteed Senior Notes due November 2016 ($272 million
outstanding): Affirmed Ba1, LGD2 -- 23%

7.75% Senior Debentures due June 2027 ($200 million outstanding):
Affirmed Ba3, LGD5 -- 70%

7.25% Debentures due September 2027 ($240 million outstanding):
Affirmed Ba3, LGD5 -- 70%

Outlook Actions:

Issuer: Belo Corp.

Outlook, Changed to Developing from Stable

Ratings Rationale:

Gannett Co., Inc. intends to acquire all outstanding shares of
Belo for $13.75 per share in cash, or approximately $1.5 billion,
plus the assumption of Belo's existing debt (roughly $712 million)
in a transaction valued at $2.2 billion. The acquisition is
subject to HSR and FCC approvals, as well as consent from two-
thirds of Belo's voting shares.

The developing outlook reflects the need to assess the final
structure of the merged entities, the impact of Belo's debt
instruments being assumed in the stock purchase including legal
claims, and the absence of guarantees from Gannett. Moody's will
also evaluate the level of financial disclosure available to
maintain ratings on Belo following the acquisition.

Belo's Ba2 corporate family rating reflects the company's
consistent leading market positions, reliance on cyclical
advertising spending for roughly 80% of its revenues, and good
liquidity.

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

Belo Corp. began television operations in 1950 and is
headquartered in Dallas, TX. The company owns 20 television
stations (98% of FY2012 revenue) and their associated websites in
15 markets reaching more than 14% of US television households. The
company's station affiliations include ABC, CBS, NBC, FOX, CW, and
MyNetwork TV (MNTV) in markets ranked #5 to #111 with nine
stations in the top 25 markets. Belo also owns two regional and
three local cable news channels (2% of FY2012 revenue). As of
March 2013 and eliminating options not likely to be exercised,
Robert W. Decherd (Non-Executive Chairman), James M. Moroney III
(Director) and Dealey D. Herndon (Director) owned approximately 8%
of the economic interest in the company and controlled
approximately 46% voting power through a dual class share
structure, with remaining shares being widely held. Revenue for
the twelve months ended March 31, 2013, was $719 million.


BON-TON STORES: Cash Tender Offers Expired June 10
--------------------------------------------------
The previously announced cash tender offers by The Bon-Ton
Department Stores, Inc., a wholly-owned subsidiary of The Bon-Ton
Stores, Inc., for any and all of Bon-Ton's outstanding 10 1/4
percent Senior Notes due 2014 and up to $223 million of its 10 5/8
percent Senior Secured Notes due 2017, which were made upon the
terms and conditions set forth in the Offer to Purchase dated
May 13, 2013, expired at 12:00 midnight, New York City time, on
June 10, 2013.

As of the Expiration Time, $755,000 in aggregate principal amount
of the 2014 Notes had been validly tendered and not withdrawn
since 5:00 p.m., New York City time, on May 24, 2013, in addition
to the $29.3 million in aggregate principal amount of the 2014
Notes that were tendered and not withdrawn prior to the Early
Tender Time, and no 2017 Notes had been validly tendered and not
withdrawn since the Early Tender Time in addition to the $187.7
million in aggregate principal amount of the 2017 Notes that were
tendered and not withdrawn prior to the Early Tender Time.

Pursuant to the terms and conditions of the Offers, Bon-Ton has
accepted for purchase and paid for all Notes validly tendered
prior to the Expiration Time, and holders of Notes who tendered
Notes prior to the Expiration Time but after the Early Tender Time
received $976.25 per $1,000 in principal amount of Notes so
tendered, plus accrued and unpaid interest to, but not including,
June 11, 2013.

Pursuant to previously announced irrevocable notices of redemption
given by Bon-Ton on May 28, 2013, Bon-Ton will redeem, on June 27,
2013, at 100.000 percent of their principal amount plus accrued
and unpaid interest, (i) all of the 2014 Notes that remain
outstanding following the expiration of the Offers and (ii) $85
million in aggregate principal amount of the 2017 Notes.

                        About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 department
stores, which includes 11 furniture galleries, in 24 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

Bon-Ton Stores disclosed a net loss of $21.55 million for the year
ended Feb. 2, 2013, as compared with a net loss of $12.12 million
for the year ended Jan. 28, 2012.  The Company's balance sheet at
May 4, 2013, showed $1.59 billion in total assets, $1.51 billion
in total liabilities and $84.79 million in total shareholders'
equity.

                             *     *     *

As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3
from Caa1 and its Probability of Default Rating to B3-PD from
Caa1-PD.

"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.

As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on The Bon-Ton
Stores Inc.


BON-TON STORES: Files Form 10-Q, Had $26.6-Mil. Net Loss in Q1
--------------------------------------------------------------
The Bon-Ton Stores, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $26.63 million on $646.90 million of net sales for
the 13 weeks ended May 4, 2013, as compared with a net loss of
$40.78 million on $640.77 million of net sales for the 13 weeks
ended April 28, 2012.

As of May 4, 2013, the Company had $1.59 billion in total assets,
$1.51 billion in total liabilities and $84.79 million in total
shareholders' equity.

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

                         http://is.gd/ooCJri

                        About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 department
stores, which includes 11 furniture galleries, in 24 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

Bon-Ton Stores disclosed a net loss of $21.55 million for the year
ended Feb. 2, 2013, as compared with a net loss of $12.12 million
for the year ended Jan. 28, 2012.

                             *     *     *

As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3
from Caa1 and its Probability of Default Rating to B3-PD from
Caa1-PD.

"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.

As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on The Bon-Ton
Stores Inc.


BVC PARTNERS: Case Summary & 9 Unsecured Creditors
--------------------------------------------------
Debtor: BVC Partners I, LLC
        7903 Palm Parkway
        Orlando, FL 32836

Bankruptcy Case No.: 13-07396

Chapter 11 Petition Date: June 14, 2013

Court: U.S. Bankruptcy Court
       Middle District of Florida (Orlando)

Debtors' Counsel: Jeffrey Ainsworth, Esq.
                  LAW OFFICE OF ROBET B. BRANSON, P.A.
                  1501 E. Concord Street
                  Orlando, FL 32803
                  Tel: (407) 894-6834
                  E-mail: jeff@bransonlaw.com

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

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

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                          Case No.
        ------                          --------
BVC Partners I, LLC                     13-07396
BVC Partners X, LLC                     13-07398
BVC Partners XII, LLC                   13-07403

The petitions were signed by Sham Maharaj, managing member.

BVC Partners I's List of Its Nine Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Emerald Gables I, LLC              Judgment            $20,733,711
234 South Fourth Street, Suite 200
Philadelphia, PA 19106

Emerald Gables II, LLC             Judgment            $20,733,711
234 South Fourth Street, Suite 200
Philadelphia, PA 19106

Emerald Gables III, LLC            Judgment            $20,733,711
234 South Fourth Street, Suite 200
Philadelphia, PA 19106

Emerald Gables IV, LLC             Judgment            $20,733,711
234 South Fourth Street, Suite 200
Philadelphia, PA 19106

Emerald Gables V, LLC              Judgment            $20,733,711
234 South Fourth Street, Suite 200
Philadelphia, PA 19106

Emerald Gables VI, LLC             Judgment            $20,733,711
234 South Fourth Street, Suite 200
Philadelphia, PA 19106

Emerald Gables VII, LLC            Judgment            $20,733,711
234 South Fourth Street, Suite 200
Philadelphia, PA 19106

Emerald Gables VIII, LLC           Judgment            $20,733,711
234 South Fourth Street, Suite 200
Philadelphia, PA 19106

Kennedy Funding                    Lots               unknown


CARLTON GLOBAL: Plan Confirmation Hearing Continued to Aug. 6
-------------------------------------------------------------
The hearing for the confirmation of the Second Amended Plan of
Reorganization of Carlton Global Resources, LLC, has been
continued to August 6, 2013, at 1:30 p.m.

The Debtor got approval of its Second Amended Disclosure Statement
on February 25, 2013.  Confirmation hearing on the Plan was
originally set for May 7, 2013 at Courtroom 5C in Santa Ana.  Any
opposition to the Plan confirmation were to be written and filed
by April 7, 2013.  To be counted, ballots for the the Plan were to
be returned by March 8, 2013.

The Second Amended Plan and Disclosure Statement dated Feb. 11,
2013, were signed by Debtor President and Managing Member Marshall
Pettit.

The Plan designates 10 classes of claims and interests:

   * Class 1 Claim of Galtar LLC
   * Class 2 Allowed Secured Claim of DWARFCO
   * Class 3 Allowed Secured Claims of Kern County
   * Class 4 Allowed Secured Claims of San Bernardino County
   * Class 5 Allowed Secured Claim of the U.S. Bureau of Land
     Management
   * Class 6 Allowed State of California Department of
     Conservation Office of Mine Reclamation
   * Class 7 Allowed Secured Claim of the Kern County Reclamation
     Department
   * Class 8 Allowed Secured Claim of Trans-Western Materials
   * Class 9 Allowed Claims of Unsecured Creditors
   * Class 10 Allowed Equity Interests of the Debtor

Holders of claims in Classes 1 to 4, and 8 will be paid in full.
The Second Amended Disclosure Statement clarifies that in the
event the Class 4b claim of San Bernardino County is not paid on
the Effective Date, it shall have the right to file a motion to
declare the confirmed Plan in default and seek dismissal or
conversion of the case as allowed by law.

Class 9 is subdivided into two subclasses.  Class 9a consists of
allowed general unsecured claims held by non-insiders of the
Debtor, while Class 9b consists of allowed general unsecured
claims held by insiders of the Debtor.

The Plan provides that allowed Class 9a claims will be paid in
full, with interest at the rate of 7% per annum, within 12 months
of the Effective Date.  Class 9b claims will be subordinated to
the Class 9a claims and paid in full, with interest at 7% per
annum within 5 years of the Effective Date.

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

       http://bankrupt.com/misc/CARLTONGLOBAL_2ndAmdDS.PDF

Henderson, Nevada-based Carlton Global Resources, LLC, filed for
Chapter 11 banrkuptcy protection (Bankr. C.D. Cal. Case No. 10-
48739) on Dec. 1, 2010.  The case was reassigned from Judge Thomas
B. Donovan to Judge Scott C. Clarkson.  The Debtor has tapped
Stephen R. Wade, Esq., and W. Derek May, Esq., at Law Offices of
Stephen R. Wade, P.C., as counsel.


CATASYS INC: Files Copy of Presentation with SEC
------------------------------------------------
Catasys, Inc., filed with the U.S. Securities and Exchange
Commission a copy of its presentation entitled "The Health Plan
Solution to the High Cost of Substance Abuse".  The presentation
is available for free at http://is.gd/vJ3iZ8

                         About Catasys Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

Catasys disclosed a net loss of $11.64 million on $541,000 of
total revenues for the 12 months ended Dec. 31, 2012, as compared
with a net loss of $8.12 million on $267,000 of total revenues in
2011.

The Company's balance sheet at Dec. 31, 2012, showed $4.93 million
in total assets, $18.69 million in total liabilities and a $13.75
million total stockholders' deficit.

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 year ended Dec. 31,
2012, which raise substantial doubt about the Company's ability to
continue as a going concern.

                        Bankruptcy Warning

"As of March 28, 2013, we had a balance of approximately $1.6
million cash on hand.  We had working capital deficit of
approximately $376,000 at December 31, 2012 and have continued to
deplete our cash position subsequent to December 31, 2012.  We
have incurred significant net losses and negative operating cash
flows since our inception.  We could continue to incur negative
cash flows and net losses for the next twelve months.  Our current
cash burn rate is approximately $450,000 per month, excluding non-
current accrued liability payments.  We expect our current cash
resources to cover expenses into July 2013, however delays in cash
collections, revenue, or unforeseen expenditures could impact this
estimate.  We are in need to obtain additional capital and while
we are currently in discussions with our existing shareholders
regarding additional financing there is no assurance that
additional capital can be raised in an amount which is sufficient
for us or on terms favorable to our stockholders, if at all.  If
we do not obtain additional capital, there is a significant doubt
as to whether we can continue to operate as a going concern and we
will need to curtail or cease operations or seek bankruptcy
relief.  If we discontinue operations, we may not have sufficient
funds to pay any amounts to stockholders."


CHEROKEE SIMEON: Court Dismisses Chapter 11 Case
------------------------------------------------
The U.S. Bankruptcy Court has approved EFG-Campus Bay LLC's motion
to dismiss, without prejudice, the chapter 11 case of Cherokee
Simeon Venture, I, LLC.

In its May 31 order, the Court said that "given the dismissal of
the case, the automatic stay is terminated in all respect to the
Campus Bay Property and the Debtor's bankruptcy case, and the
state court action is permitted to continue as otherwise permitted
by law."

                   About Cherokee Simeon

Cherokee Simeon Venture, I, LLC, is an AstraZeneca Plc affiliate
that owns a contaminated former acid-factory site in Richmond,
California.  Cherokee Simeon sought Chapter 11 protection (Bankr.
D. Del. Case No. 12-12913) on Oct. 23, 2012.  Cherokee Simeon
disclosed $33,600,000 in assets and $17,954,851 in debts in its
schedules.  Rafael Xavier Zahralddin-Aravena, Esq., at Elliott
Greenleaf, represents the Debtor.


CITY OF NEWBURGH: Moody's Affirms Ba1 Rating on $49.5MM GO Debt
---------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating and assigned
a positive outlook to the City of Newburgh's (NY) $49.5 million in
outstanding GO debt. The city's debt is secured by general
obligation pledge as limited by the Property Tax Cap - Legislation
(Chapter 97 (Part A) of the Laws of the State of New York, 2011).

Rating Rationale:

The Ba1 rating reflects the city's strained financial position
offset by active state oversight, high debt burden including the
issuance of deficit financing to fund operations, as well as its
declining tax base and weak socioeconomic characteristics. The
positive outlook reflects two consecutive years of operating
surpluses, the result of management's implementation of
significant tax levy increases and meaningful expenditure cuts.

Strengths:

- State oversight of city financial operations

- Daily set-aside of property taxes into a fund held by the state
   for the payment of debt service

- Various actions taken by city to restore budgetary balance

Challenges:

- Tax base erosion and weak socioeconomic profile

- Significant operating debt

Outlook:

The positive outlook reflects the city's two consecutive years of
operating surpluses due to management's implementation of
significant tax levy increases and meaningful expenditure cuts.

What Could Make This Rating Go Up?

- Positive General Fund balance as a result of operations (not
   including deficit financing)

- Reversal of long trend of tax base declines

What Could Make This Rating Go Down (removal of positive outlook)

- Inability to sustain budgetary balance

- Return to deficit operations

The principal methodology used in this rating was General
Obligation Bonds Issued by US Local Governments published in April
2013.


COMMERCIAL VEHICLE: Moody's Keeps 'B2' CFR, Stable Outlook
----------------------------------------------------------
Moody's Investors Service lowered Commercial Vehicle Group, Inc.'s
Speculative Grade Liquidity Rating to SGL-3 from SGL-2 to reflect
the nearing maturity of the company's revolver in April 2014.

Concurrent with this action, Moody's also affirmed all long-term
ratings including the B2 Corporate Family Rating. The rating
outlook is stable.

"While we do not view revolving credit facilities with near-term
maturities as a source of liquidity under our SGL framework, the
affirmation of the long-term ratings reflects our view that CVGI
will maintain sufficient liquidity to cover its cash needs as it
continues to deal with challenging end market conditions," said
Ben Nelson, Moody's lead analyst for Commercial Vehicle Group,
Inc.

Issuer: Commercial Vehicle Group, Inc.

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

$250 million Senior Secured Notes due 2019, Affirmed B2 (LGD4 50%)

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

Outlook, Stable

Ratings Rationale:

The B2 CFR reflects the company's modest size relative to rated
auto supplier peers and exposure to highly cyclical commercial
vehicle and construction end markets. Demand for vehicle
components is sensitive to both economic cycles and regulatory
implementation schedules. The rating also considers substantial
cash balances and an absence of funded debt maturities until 2019.
Moody's recognizes CVGI's demonstrated ability to manage its cost
structure and working capital position to minimize cash burn in
challenging times. A covenant-lite financing structure also
provides significant financial flexibility to manage through
temporary periods of economic weakness, a notable improvement from
previous financing structures that required covenant-related
amendments in response to weakening operating performance during
2007-2009.

The SGL-3 Speculative Grade Liquidity Rating reflects adequate
liquidity to support operations in the near-term. CVGI reported
$64 million of cash at March 31, 2013, which should help the
company cover any unforeseen shortfalls as it continues to deal
with a difficult market environment in the near-term. The company
will eventually need to fund a build-up of working capital once
commercial vehicle end markets start to recover more meaningfully
and accordingly will have to balance using cash for acquisitions
with funding working capital.

The company reported fourth quarter EBITDA below quarterly cash
fixed charges, but EBITDA performance improved sequentially in the
first quarter and even in the current environment should continue
to improve as recent acquisitions, new business awards, and cost
actions take hold. In addition, Moody's current expectation is
that demand for Class 8 commercial vehicles will increase modestly
during the second half of 2013.

The company's $40 million asset-based revolving credit facility,
which matures in April 2014 and is not considered in determining
the SGL-3 liquidity rating, contains only a springing fixed charge
ratio test that becomes effective if availability falls to below
$10 million. Moody's does not expect this covenant will be tested
in the near-term.

The stable outlook assumes that CVGI will post sequential
improvements in EBITDA and take the actions necessary to maintain
adequate liquidity in the current operating environment. Moody's
could downgrade the rating with expectations for leverage
sustained above 5.5 times, persistently negative free cash flow,
or a substantive deterioration in liquidity. While upward rating
momentum is unlikely at present due to weak market conditions,
Moody's could upgrade the rating with expectations for leverage
sustained below 4 times, interest coverage sustained above 2
times, and sustained positive free cash flow approaching 10% of
debt.

The principal methodology used in this rating was the Global
Automotive Supplier Industry published in May 2013. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009 (and/or) the Government-Related Issuers
methodology published in July 2010.

Commercial Vehicle Group, Inc. is a provider of customized
products for the commercial vehicle market, including the heavy-
duty truck, construction, agricultural, specialty and military
transportation markets. The company is an amalgamation of several
predecessor organizations whose products include cab structures &
assembly, seats & seating systems, trim systems & components, wire
harnesses, wipers, controls and mirrors.


DAMES POINT: Jason Barnett to Serve as Mediator
-----------------------------------------------
The U.S. Bankruptcy Court gave its stamp of approval on an agreed
motion for the appointment of Jason Burnett as mediator in the
involuntary Chapter 11 case filed against Dames Point Holdings,
LLC by P & B Marina Development, LLC.

Gust G. Sarris is the counsel for the Debtor.

P & B Marina Development, LLC filed an involuntary chapter 11 case
against Jacksonville, Florida-based Dames Point Holdings, LLC
(Bankr. M.D. Fla. Case No. 13-00501) on Jan. 29, 2013.  Scott A.
Underwood, Esq., at Fowler White Boggs, P.A. represented the
petitioners.

On March 12, 2013, the Court entered an order vacating the
Feb. 28, 2013, order for relief in involuntary Chapter 11 case.

The Court has consolidated the involuntary Chapter 11 case for all
purposes with the voluntary case of William F. Snafnacker.

The U.S. Trustee for Region 21 has informed the Bankruptcy Court
that until further notice, it will not appoint a committee of
creditors in the Chapter 11 case of Dames Point Holdings because
of an insufficient number of unsecured creditors willing or able
to serve on an unsecured creditors committee.


DETROIT, MI: S&P Lowers Ratings on GO Debt & POCs to 'CC'
---------------------------------------------------------
Standard & Poor's Ratings Services has lowered its rating on
Detroit, Mich.'s limited- and unlimited-tax general obligation
(GO) debt and its pension obligation certificates (POCs) to 'CC'
from 'CCC-'.  The outlook is negative.

"The downgrade reflects the city's announcement today that it
intends to halt debt service payments on its POCs," said Standard
& Poor's credit analyst Jane Hudson Ridley.

The POCs have a debt service payment due June 15.  Standard &
Poor's rates an issue 'CC' when it expects default to be a virtual
certainty, regardless of the time to default.

The report that the city's Emergency Manager gave to creditors
divides Detroit's GO debt into "secured" and "unsecured"
categories.  The secured debt consists of bonds that are backed by
both the city's GO and a state aid intercept pledge.  The
unsecured debt consists of all the other GO debt Detroit has
outstanding.  The report indicates the city will also cease
payments on the remaining series of unsecured debt.

The negative outlook reflects S&P's expectation that given the
Emergency Manager's statements regarding debt restructuring,
actions taken to date, and the existing potential for filing for
Chapter 9 bankruptcy, S&P could lower the rating in the one-year
time horizon of the outlook.


DEX MEDIA EAST: Bank Debt Trades At 22% Off
-------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 78 cents-on-the-
dollar during the week ended Friday, June 14, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a drop of 1.40 of
percentage points from the previous week, The Journal relates. Dex
Media East LLC pays 250 basis points above LIBOR to borrow under
the facility.  The bank loan matures on Oct. 24, 2016 and the bank
debt is not rated by Moody's and S&P.  The loan is one of the
biggest gainers and losers among 250 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                          About Dex One

Dex One Corp., headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  The company
employs 2,200 people across the United States.  Dex One provides
print yellow pages directors, which it co-brands with other
recognizable brands in the industry, including Century Link and
AT&T.  It also provides the yellow pages websites DexKnows.com and
DexPages.com, as well as mobile apps Dex Mobile, Dex CityCentral.

Dex One and 11 affiliates sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10534) on March 17 and 18, 2013, with a
prepackaged plan of reorganization designed to effectuate a merger
with SuperMedia Inc.  Dex One disclosed total assets of $2.84
billion and total liabilities of $2.79 billion as of Dec. 31,
2012.

Houlihan Lokey is acting as financial advisor to Dex One, and
Kirkland & Ellis LLP is acting as its legal counsel.  Pachulski
Stang Ziehl & Jones LLP is co-counsel.  Epiq Systems serves as
claims agent.

This is Dex One's second stint in Chapter 11.  Its predecessor,
R.H. Donnelley Corp., and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., sought
Chapter 11 protection in May 2009 (Bankr. Bank. D. Del. Case No.
09-11833 through 09-11852) and changed its name to Dex One Corp.
after emerging from bankruptcy in January 2010.

As of Dec. 31, 2012, persons or entities directly or indirectly
own, control, or hold 5% or more of the voting securities of Dex
One are Franklin Advisers, Inc., Hayman Capital Management LP,
Robert E. Mead, Restructuring Capital Associates LP, Paulson &
Co., Inc., and Mittleman Investment Management LLC.


DIRECT ACCESS: Avoids Having Interim Trustee Named
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Direct Access Group LLC will know at a June 21
hearing whether the company will be liquidated involuntarily in a
Chapter 7 bankruptcy.  For the time being, at least, it avoided
having a trustee.

Direct Access is a holding company that owns a broker dealer now
being liquidated under regulatory supervision.  The windup of the
brokerage began after two employees in the Miami office were
arrested in early May and charged with money laundering and
violation of the Foreign Corrupt Practices Act.

Direct Access was hit May 30, 2013, with an involuntary Chapter 7
bankruptcy petition (Bankr. S.D.N.Y. Case No. 13-11780) filed by
Lake Avenue Capital LLC.

The Bloomberg report relates that the bankruptcy judge in New York
called for a hearing on June 21 to decide if the holding company
is bankrupt.  The holding company filed papers to dismiss the
involuntary petition, contending that the debt to Lake Avenue is
disputed.  The papers explain how Lake Capital made a $2.5 million
loan to the holding company for use in making a capital
contribution to the broker.

The Bloomberg report discloses that no debt is owing to Lake
Capital, according to the holding company, until the liquidation
of the broker is completed and funds remain for distribution to
the owner.  Lake Capital unsuccessfully sought appointment of an
interim trustee.  The company said that the indicted employees
weren't executives.


DUNLAP OIL: Peritus' Odenkirk to Serve as Plan Expert
-----------------------------------------------------
Dunlap Oil Company, Inc. et al., ask the U.S. Bankruptcy Court for
permission to employ Steven Odenkirk of Peritus Commercial Finance
LLC as the Debtors' plan feasibility and interest rate expert.

Steve Odenkirk attests that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

The firm, will among other things, provide these services:

   A. advise the Debtors in connection with, and assist in the
      preparation of, revised or updated financial projections;

   B. advise the Debtors in connection with cash flow and
      Financing issues; and

   C. perform financial analysis of the Debtors' business and
      Operations.

Steve Odenkirk's rate is $250.  Other Peritus professionals and
paraprofessionals may render services to the Debtors as needed.
Generally, Peritus' hourly rates fall within $200 to $250.

Prior to the commencement of this case, the Debtors provided
Peritus with an advance fee retainer in the amount of $5,000.
Prior to filing the petition, the Debtors incurred charges for
services performed by Peritus in the amount of $3,260 which were
applied against the Retainer.  Accordingly, the remaining amount
of the Retainer is $1,740.

Peritus Commercial Finance may be reached at:

          Steven Odenkirk, MBA
          PERITUS COMMERCIAL FINANCE LLC
          674 E Bridal Veil Falls Rd
          Oro Valley, AZ 85755-1822 USA
          Tel: (520) 360-2782
          E-mail: steve@perituscf.com

Attorneys for the Debtors can be reached at:

          John R. Clemency, Esq.
          Lindsi M. Weber, Esq.
          GALLAGHER & KENNEDY, P.A.
          2575 East Camelback Road
          Phoenix, AZ
          Tel: (602) 530-8000
          Fax: (602) 530-8500
          E-mail: john.clemency@gknet.com
                  lindsi.weber@gknet.com

        About Dunlap Oil Company and Quail Hollow Inn

Dunlap Oil Company, Inc., and Quail Hollow Inn, LLC, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 12-23252 and
12-23256) on Oct. 24, 2012.  Founded in 1958, Dunlap Oil is a
Willcox, Arizona-based operator of 14 gasoline services stations.
QOH owns the 89-room outside corridor Best Western Plus Quail
Hollow hotel in Willcox.  The two companies are owned and operated
by the Dunlap family.

Judge James M. Marlar presides over the case.  John R. Clemency,
Esq., and Lindsi M. Weber, Esq., at Gallagher & Kennedy, P.A.,
serve as the Debtors' counsel.  Peritus Commercial Finance LLC
serves as financial advisor.  Quail Hollow Inn also hired Sally M.
Darcy of McEvoy Daniels & Darcy P.C. for the limited purpose of
handling any claims, issues, and/or disputes between QHI and Best
Western International, Inc.  The Debtors' lead counsel, Gallagher
& Kennedy, P.A., has a conflict precluding its representation of
the Debtor in matters relating to Best Western.

QOH declared assets of at least $1 million and debts exceeding
$10 million.  DOC estimated assets and debts of $10 million to
$50 million.

The petitions were signed by Theodore Dunlap, president.

Ilene J. Lashinsky, the U.S. Trustee for Region 14, has appointed
three creditors to serve on an Official Committee of Unsecured
Creditor for the Chapter 11 bankruptcy case of Dunlap Oil Company.
The Committee tapped Nussbaum Gillis & Dinner, P.C. as its
counsel.

Pineda Grantor Trust II, successor-in-interest to Compass Bank, is
represented by Steven N. Berger, Esq., and Bradley D. Pack, Esq.,
at Engelman Berger, P.C.

Canyon Community Bank NA is represented by Pat P. Lopez III, Esq.,
Rebecca K. O'Brien, Esq., and Jeffrey G. Baxter, Esq., at Rusing
Lopez & Lizardi, P.L.L.C.


DYNASIL CORP: Awards 300,000 Restricted Shares to Interim CEO
-------------------------------------------------------------
Dynasil Corporation of America made a restricted stock award to
Peter Sulick, Interim CEO and Interim President, of 300,000 shares
of the Company's common stock under the Company's 2010 Stock
Incentive Plan.  The Board of Directors approved this award in
recognition of Mr. Sulick's service over the past approximately 12
month as Interim CEO.  The award is subject to forfeiture
provisions requiring Mr. Sulick to remain as Interim CEO until the
earlier of the one-year anniversary date of this Award or until a
permanent CEO and President is hired by the Company, as well as
the other terms and conditions of the 2010 Stock Incentive Plan.
This Award replaces the equity award that was made to Mr. Sulick
in June 2012 which provided for quarterly awards of 25,000 shares
of common stock to Mr. Sulick as long as he serves as interim CEO.
Pursuant to this prior arrangement, Mr. Sulick received a 25,000
award on Jan. 1, 2013, and the Company and Mr. Sulick have agreed
no further quarterly awards will be made pursuant to this prior
arrangement.

                           About Dynasil

Watertown, Mass.-based Dynasil Corporation of America (NASDAQ:
DYSL) -- http://www.dynasil.com/-- develops and manufactures
detection and analysis technology, precision instruments and
optical components for the homeland security, medical and
industrial markets.

The Company reported a net loss of $4.30 million for the year
ended Sept. 30, 2012, as compared with net income of $1.35 million
during the prior fiscal year.  The Company's balance sheet at
March 31, 2013, showed $28.27 million in total assets, $17.07
million in total liabilities and $11.19 million in total
stockholders' equity.

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012, citing default with the financial
covenants under the Company's outstanding loan agreements and a
loss from operations which factors raise substantial doubt about
the Company's ability to continue as a going concern.


DUKEAXLE ENTERPRISES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Dukeaxle Enterprises, Inc.
        4331 S. Texoma Parkway
        Denison, TX 75020

Bankruptcy Case No.: 13-41467

Chapter 11 Petition Date: June 12, 2013

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.com

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

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

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

The petition was signed by Collin R. Armistead, president.


EASTMAN KODAK: Large Technology Owners Object to Imaging Sale
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Nikon Corp. is at the forefront of about a dozen of
the world's largest technology companies opposing technical
aspects of the proposal by Eastman Kodak Co. where the company's
U.K. pension plan will give up a $2.84 billion claim and purchase
the consumer imaging and document imaging businesses for $650
million in cash and notes.

According to Bloomberg News, Tokyo-based Nikon raised numerous
objections focusing on how the vagueness in the sale documents
would prejudice the rights of technology owners having licenses
with Kodak.  There will be a hearing in bankruptcy court in New
York on June 20 for approval of the sale and settlement with the
U.K. pension plan.  Even if approved, the transaction won't take
effect until Kodak implements a Chapter 11 reorganization plan.

The report notes that other technology owners filing objections
include Microsoft Corp. and LG Electronics Inc.  Kodak had been
scheduled to hold a hearing on June 13 for approval of disclosure
materials explaining the Chapter 11 plan.  The hearing was pushed
back to June 25.  The deadline for objections is now June 21.

Unless revised, Kodak's plan would have full payment for holders
of the remaining $375 million in second-lien notes.  They would
receive interest in cash plus 85 percent of the new stock.  The
other 15 percent of the new stock would go to unsecured creditors
with $2.7 billion in claims and retirees who have a $635 million
claim from the loss of retirement benefits.

                      About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

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

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

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

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


ELBIT IMAGING: Asks Court to Issue TRO Against Bank Hapoalim
------------------------------------------------------------
Elbit Imaging Ltd. filed a motion for a temporary restraining
order against Bank Hapoalim B.M. prohibiting the Bank from taking
any action in accordance with the acceleration notice demanding
repayment within seven days of the outstanding balance of
approximately $58.15 million (approximately NIS 213.47 million).
Rather than grant the Company's motion ex parte, the Court ordered
the Bank, the Official Receiver and the Legal Advisor to the
Government of the State of Israel to respond to the Company's
motion no later than June 17, 2013, and ordered the Company to
file its primary claim by that date.

                        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 VISION: Investor Exercises $500K of Convertible Securities
----------------------------------------------------------------
Elbit Vision Systems Ltd. said that pursuant to the previously
reported December 2012 investment in the Company by Mr. Avi Gross,
Mr. Gross has agreed to convert a $300,000 convertible loan into
ordinary shares of the Company and has exercised in full a
$200,000 warrant.  Each of the convertible loan and warrant were
entered into as part of the December 2012 investment.  Prior to
the conversion and exercise the Company agreed to reduce the
conversion price of the convertible loan and the exercise price of
the warrant from $0.095 per share to $0.085.  The Company also
agreed to extend the exercise period for a $1,000,000 warrant
which was also issued as part of the December 2012 investment from
Feb. 15, 2015, to Dec. 31, 2015.

Following the conversion of the convertible loan and exercise of
the warrant, Mr. Gross will be issued an additional 5,882,353
ordinary Company shares and will hold approximately 13.79 percent
of the outstanding share capital of the Company (not including the
shares issuable under the $1,000,000 warrant also issued in the
December 2012 investment).

Sam Cohen, CEO of EVS commented, "I want to thank Mr. Gross for
showing his confidence in EVS's technology, its vision, and its
future by deepening his commitment to the company.  Mr. Gross's
extensive knowledge and experience in the Asian markets,
especially China and India, are already positively impacting our
infrastructure and customer acceptance in these markets."

                         About Elbit Vision

Based in Caesarea, Israel, Elbit Vision Systems Ltd. (OTC BB:
EVSNF.OB) offers a broad portfolio of automatic State-of-the-Art
Visual Inspection Systems for both in-line and off-line
applications, and process monitoring systems used to improve
product quality, safety, and increase production efficiency.
The Company reported income of US$824,000 in 2012, as compared
with income of US$1.08 million in 2011.

As of March 31, 2013, the Company had $3.58 million in total
assets, US$3.92 million in total liabilities and a US$332,000
shareholders' deficiency.


EL CENTRO MOTORS: Creditors May Recover 52% on Unsecured Claims
---------------------------------------------------------------
El Centro Motors submitted to the U.S. Bankruptcy Court for the
Southern District of California a modified version of its Second
Amended Plan of Reorganization on May 30, 2013, to reflect changes
to the treatment of 2 claim classes under the Plan.

The Modified Plan discloses that on May 3, 2013, the Debtor,
Dealer Computer Services, Inc., and Community Valley Bank, among
other parties, conducted a mediation of their disputes related to
the Debtor's Plan.  The mediation resulted in a settlement of
disputes, which results in modifications to the treatment of Class
4 and 5 claims under the Plan.

Class 4 under the Plan consists of the claims of CVB related to
the CVB Loan.  Pursuant to the Settlement, the Class 4 Claim will
be repaid in full in these terms:

   The CVB Loan will be refinanced by CVB and the amount of the
   refinanced CVB Loan will be increased by $150,000 plus CVB's
   attorneys' fees incurred in connection with the Chapter 11
   case.  The additional $150,000 made available to the Debtor
   pursuant to the Refinanced CVB Loan will be applied to the
   $600,000 initial distribution to class 5.

   The Debtor estimates that as of the Effective Date, the total
   balance of the Refinanced CVB Loan will be approximately
   $1,151,000.

   The Refinanced CVB Loan will have a term of 12 years and will
   be fully amortized over that term, with interest to accrue at
   the same rate as the CVB Loan.

   CVB's Class 4 claim under the Plan is impaired and CVB is
   entitled to vote on the Plan.  Pursuant to the Settlement, CVB
   will vote in favor of the Plan.

Class 5 under the Plan consists of all non-priority general
unsecured claims.  Pursuant to the Settlement, (1) Dealer Computer
Services or DCS will have an allowed non-priority general
unsecured claim in an amount not to exceed $5,400,000, and (2)
Cavanah has agreed to waive his right to any and all distributions
under the Plan and under the Settlement.  With these,
approximately $5,747,798.93 of Class 5 claims will be entitled to
distribution under the Plan.

Class 5 Allowed Claims will receive a pro rata initial
distribution of $600,000 of cash from the Reorganized Debtor as
soon as possible, and no later than 60 days after the effective
date; and an additional $25,000 per month for pro rata
distribution for a period of 96 months, for total payments
(including the Initial Distribution) of $3,000,000.

The Debtor estimates that this will result in total cash payments
to Class 5 claim holders equal to approximately 52% of the amount
of their Class 5 Allowed Claims.

A full-text copy of the Modified Second Amended Plan dated May 30,
2013, is available for free at:

   http://bankrupt.com/misc/ELCENTROMOTORS_2ndAmdPlanFeb28.PDF

Martin J. Brill, Esq. -- mjb@lnbyb.com -- and Krikor J.
Meshefejian, Esq. -- kjm@lnbyb.com -- of LEVENE, NEALE, BENDER,
YOO & DRILL LLP, in Los Angeles, California, for the Debtor.

                      About El Centro Motors

El Centro Motors, dba Mighty Auto Parts, operates a Ford-Lincoln
automobile dealership in El Centro, California.  It filed a
Chapter 11 petition (Bankr. S.D. Calif. Case No. 12-03860) on
March 21, 2012, listing $10 million to $50 million in assets and
debts.  Chief Judge Peter W. Bowie presides over the case.  Krifor
Meshefajian, Esq., at Levene, Neale, Bender, Yon & Brill LLP,
serves as counsel.

The prior owner of the dealership operated the business since
1932.  The business is presently owned by Dennis Nesselhauf and
Robert Valdes.

The Debtor claims that its assets, which include the property
constituting the dealership in El Centro, and new and used
vehicles, have a value of $14 million.  The Debtor owes Ford Motor
Credit Company $4.3 million on a term-loan secured by a first
priority deed of trust against the El Centro property, 380,000 on
a revolving credit line, and $6 million on a flooring line of
credit used to purchase vehicle inventory.  The Debtor also owes
$1.03 million to Community Valley Bank, which loan is secured by a
second priority deed of trust against the property.  In addition
to $3.95 million arbitration award owed to Dealer Computer
Systems, Inc., the Debtor owes $3 million in unsecured debt.

According to a court filing, the dealership generally operated at
a profit, until it suffered the same economic setbacks suffered by
dealerships across the country.  In 2007, the Debtor suffered an
$806,000 loss; in 2008, it had a $4.5 million loss, and in 2009,
it suffered a $957,000 loss.

Dealer Computer Services, which provided the dealer management
system, obtained in November 2001, an arbitration award in the
amount of $3.95 million, following a breach of contract lawsuit it
filed against the Debtor.  DCS has commenced collection efforts
attempting to levy the Debtor's bank accounts and place liens on
its assets.

The Debtor filed for bankruptcy to preserve and maximize the
Debtor's estate for the benefit of creditors, to provide the
Debtor a reprieve from highly disruptive and financially
detrimental collection efforts, and to provide the Debtor an
opportunity to reorganize its financial affairs in as efficient a
manner as possible.

The Debtor disclosed at least $8,332,571 in total assets and
$19,624,057 liabilities as of the Chapter 11 filing.


ELEPHANT TALK: To Buy $6.7MM Senior Secured Convertible Notes
-------------------------------------------------------------
Elephant Talk Communications Corp. entered into a Purchase
Agreement with each holder of the Company's Senior Secured
Convertible Notes issued on March 29, 2013, pursuant to which the
Company will purchase the Convertible Notes at the purchase price
equal to 110 percent of the aggregate of the outstanding principal
amount of the Convertible Notes and interest due as of and
including the Closing Date.  The aggregate purchase price for all
holders of the Convertible Notes is approximately $6.7 million.
The consummation of that purchase is one of the closing conditions
to the transaction contemplated in the Amendment No. 1 to that
certain Securities Purchase Agreement dated June 11, 2013, with
certain investors relating to a registered direct offering by the
Company.  The closing of the transaction contemplated in the
Purchase Agreement will take place simultaneously with the closing
of the Offering.  If the transactions contemplated in the Purchase
Agreement have not occurred by June 15, 2013, each holder has the
option to terminate its Purchase Agreement.

                        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.


ENERGY SERVICES: Stockholders Elect Nine Directors
--------------------------------------------------
Energy Services of America Corporation held its annual meeting of
stockholders on June 12, 2013, at which the stockholders elected
Marshall T. Reynolds, Jack M. Reynolds, Douglas V. Reynolds, Neal
W. Scaggs, Joseph L. Williams, Keith Molihan, Nester S. Logan and
Samuel G. Kapourales as directors.

The ratification of Arnett Foster Toothman P.L.L.C. as the
Company's independent registered public accountants was approved.
The stockholders also approved a non-binding resolution with
respect to the Company's executive compensation and indicated "One
Year" as the desired frequency of future advisory vote on
executive compensation.

                      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.


ENERGYSOLUTIONS INC: Rockwell Sacks Seven Directors
---------------------------------------------------
In connection with the recently completed merger of
EnergySolutions, Inc., with affiliates of Energy Capital Partners
II, LP, on June 7, 2013, the following members of the board of
directors of the Company were removed by Rockwell Holdco, Inc.,
the Company's sole stockholder:

   -- Steven R. Rogel;
   -- Barnie Beasley, Jr.;
   -- Pascal Colombani, J.I.;
   -- "Chip" Everest, II;
   -- Clare Spottiswoode;
   -- Robert A. Whitman; and
   -- David B. Winder.

On June 13, 2013, the Company entered into employment agreements
with each of Gregory S. Wood, executive vice president and chief
financial officer; John A. Christian, president, Logistics,
Processing and Disposal Group; Mark Morant, president, Products
and Technology Group; and Alan M. Parker, president, Projects
Group and Government Group.  The Employment Agreements replace and
supersede the executive severance agreements that each executive
officer entered into with the Company in June 2012.

Under the Employment Agreements, each executive officer is
entitled to an annual base salary of $600,000 and to a cash bonus
for each fiscal year, with a target amount equal to 80 percent
(100 percent for Mr. Wood) of his annual base salary.  Mr. Wood
also received a cash retention bonus payment equal to $400,000
which is subject to certain vesting conditions and Mr. Wood's
compliance with certain noncompetition and nonsolicitation
covenants.

In connection with the execution of the Employment Agreements,
Parent granted each executive officer a non-qualified stock option
to purchase 4,511 shares (5,639 shares for Mr. Wood) of Parent
common stock.  Under the terms of the Employment Agreements, each
executive officer is also entitled to receive additional stock
options in the event that certain stockholders purchase additional
shares of Parent common stock prior to Nov. 24, 2013.  Each option
will vest and become exercisable in five equal annual
installments, subject to full or partial acceleration in the event
of a change in control of Parent or upon a termination of that
executive officer's employment by the Company without "cause" or
by the executive officer for "good reason."  Each option will be
subject to forfeiture or repayment in the event the executive
officer breaches his noncompetition covenant.

On June 13, 2013, the Board appointed Gregory S. Wood and Russ G.
Workman to the Board.  Mr. Wood has served as the Company's
Executive Vice President and Chief Financial Officer since June
2012 and Mr. Workman has served as the Company's General Counsel
and Corporate Secretary since September 2012.

                       About EnergySolutions

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

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

                         Bankruptcy Warning

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

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

                           *     *     *

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

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

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


EPE SPITZER: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: The EPE Spitzer Building, LLC
        236 West Portal St.
        San Francisco, CA 94127

Bankruptcy Case No.: 13-31383

Chapter 11 Petition Date: June 12, 2013

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

Judge: Dennis Montali

Debtor's Counsel: John F. Klopfenstein, Esq.
                  LAW OFFICES OF JOHN KLOPFENSTEIN
                  79 Gabilan Street, Suite 6
                  Salinas, CA 93901
                  Tel: (831) 751-3947

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

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

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

The petition was signed by Koray Ergur, managing member.


EXIDE TECHNOLOGIES: Incurs $223 Million Net Loss in Fiscal 2013
---------------------------------------------------------------
Exide Technologies reported a net loss of $223.09 million on $2.97
billion of net sales for the fiscal year ended March 31, 2013, as
compared with net income of $55.95 million on $3.08 billion of net
sales for the fiscal year ended March 31, 2012.

The Company expects to report preliminary net sales of $762
million for the fourth quarter as compared to net sales of $783
million in the prior year fourth quarter.  Net sales in the fiscal
2013 period were positively impacted by foreign currency
translation of approximately $3 million.

As of March 31, 2013, the Company had $2 billion in total assets,
$1.85 billion in total liabilities and $153.93 million in total
stockholders' equity.

KPMG LLP, in Atlanta, Georgia, issued a "going concern"
qualification on the consolidated financial statements for the
year ended March 31, 2013.  The independent auditors noted that
the Company's bankruptcy filing and related matters raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                        http://is.gd/ECbyyw

                     About Exide Technologies

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

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

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

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

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

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


FINJAN HOLDINGS: BCPI I Held 23.9% Equity Stake at June 3
---------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, BCPI I, L.P., and its affiliates disclosed that, as of
June 3, 2013, they beneficially owned 64,242,658 shares of common
stock of Finjan Holdings, Inc., representing 23.9 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/1pBFik

                           About Finjan

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

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

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


FINJAN HOLDINGS: Israel Seed Held 19.5% Stake as of June 3
----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Israel Seed IV, L.P., and its affiliates disclosed
that, as of June 3, 2013, they beneficially owned 52,382,475
shares of common stock of Finjan Holdings Inc. representing 19.5
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/u1rSU5

                            About Finjan

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

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

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


FINJAN HOLDINGS: HarbourVest Held 19.2% Stake as of June 3
----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, HarbourVest International Private Equity Partners IV-
Direct Fund L.P. and its affiliates disclosed that, as of June 3,
2013, they beneficially owned 51,641,214 shares of common stock of
Finjan Holdings, Inc., representing 19.2 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                        http://is.gd/dsZdOS

                           About Finjan

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

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

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


FINJAN HOLDINGS: Cisco Systems Held 7.5% Equity Stake at June 3
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Cisco Systems, Inc., disclosed that, as of June 3,
2013, it beneficially owned 20,261,146 shares of common stock of
Finjan Holdings, Inc., representing 7.5 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                       http://is.gd/wJlRbW

                          About Finjan

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

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

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


FIRST DATA: Bank Debt Due September 2018 Trades at 2% Off
---------------------------------------------------------
Participations in a syndicated loan under which First Data Corp.
is a borrower traded in the secondary market at 98.38 cents-on-
the-dollar during the week ended Friday, June 14 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a drop of 0.78 of
percentage points from the previous week, The Journal relates.
First Data pays 400 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Sept. 15, 2018 and the bank
debt carries Moody's B1 rating and Standard & Poor's B+ rating.
The loan is one of the biggest gainers and losers among 254 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss attributable to the Company of $700.9 million, compared with
a net loss attributable to the Company of $516.1 million during
the prior year.  The Company's balance sheet at March 31, 2013,
showed $44.50 billion in total assets, $42.24 billion in total
liabilities, $69.1 million in redeemable non controlling interest
and $2.19 billion in total equity.

                           *     *     *

The Company's carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FIRST DATA: Bank Debt Due March 2018 Trades At 2% Off
-----------------------------------------------------
Participations in a syndicated loan under which First Data is a
borrower traded in the secondary market at 98.63 cents-on-the-
dollar during the week ended Friday, June 14 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a drop of 0.52 of
percentage points from the previous week, The Journal relates.
First Data pays 400 basis points above LIBOR to borrow under the
facility.  The bank loan matures on March 24, 2018 and the bank
debt is not rated by Moody's and Standard & Poor's.  The loan is
one of the biggest gainers and losers among 250 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss attributable to the Company of $700.9 million, compared with
a net loss attributable to the Company of $516.1 million during
the prior year.  The Company's balance sheet at March 31, 2013,
showed $44.50 billion in total assets, $42.24 billion in total
liabilities, $69.1 million in redeemable noncontrolling interest
and $2.19 billion in total equity.

                           *     *     *

The Company's carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FLORIDA GAMING: Taps Jefferies to Provide Valuation Services
------------------------------------------------------------
Florida Gaming Centers, Inc., the wholly owned subsidiary of
Florida Gaming Corporation, entered into an Engagement Letter with
Jefferies LLC pursuant to which Jefferies will determine the "Net
Company Value" and an "Appraised Value" of Centers in the manner
and in accordance with the terms set forth in Section 8 of the
Warrant Agreement dated as of April 25, 2011, among Centers, the
Company and certain warrant holders named in the Warrant
Agreement.

Jefferies will perform the Valuation Services for a fee of
$1,000,000.  Jefferies will be paid an additional $250,000 if it
delivers the valuation within 21 days of receiving all the
information that it reasonably deems necessary to complete the
valuation.  Finally, Jefferies will receive an additional $250,000
if it receives a subpoena for a deposition or testimony of one or
more of its professionals or is requested by Centers to provide
testimony or be deposed in connection with the valuation.

Centers will reimburse Jefferies for its reasonable and customary
fees incurred in connection with the Valuation Services.  Those
expenses may not exceed $50,000 without Centers' prior written
consent.  The Engagement Letter provides that Centers will
indemnify Jefferies for any and all losses (except for losses
resulting from Jefferies' gross negligence or willful misconduct)
suffered by Jefferies or its affiliates in connection with the
Valuation Services.

                        About Florida Gaming

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

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

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

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


FREDERICK'S OF HOLLYWOOD: Had $643,000 Net Loss in Third Quarter
----------------------------------------------------------------
Frederick's of Hollywood Group Inc. reported 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 a 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.

"Over the past several months we have secured additional capital
resources that will support our business and offer a new level of
flexibility when working with vendors to invigorate our
merchandising strategy," stated Mr. Thomas Lynch, the Company's
Chairman and CEO.  "We recently increased our FILO Advance credit
line with Salus Capital Partners to $14 million, which followed a
$10 million capital infusion from Five Island Asset Management in
the third quarter of fiscal 2013.  This capital has played an
important role in stabilizing our business and we believe will
enable us to improve sales by maintaining appropriate inventory
levels.  We are pleased to have the ongoing support of our
investors and lender, and believe they share management's long-
term vision for Frederick's of Hollywood.

"The planned changes we are making in our product lines, which
include expanding our offering of core intimate apparel products,
are aimed towards reconnecting the Frederick's of Hollywood brand
with customers and driving future sales.  We expect these changes
to be available for customers in several months," concluded Mr.
Lynch.

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

                        http://is.gd/CdXNC9

                   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.


GASTAR EXPLORATION: S&P Give 'B-' CCR & Rates $200MM Notes 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
corporate credit rating to Houston-based Gastar Exploration USA
Inc.  The outlook is stable.

At the same time, S&P assigned a 'B-' issue rating and a '3'
recovery rating to the $200 million senior secured notes due 2018,
indicating its expectation of meaningful (50% to 70%) recovery in
the event of a payment default.

"The ratings on Gastar reflect its very small reserve and
production base, currently high concentration of production in the
Marcellus shale basin, aggressive capital spending plan that could
significantly weaken its liquidity, and its natural gas-weighted
reserve base," said Standard & Poor's credit analyst Stephen
Scovotti.

The ratings also reflect the volatility and capital-intensive
nature of the oil and gas industry.  These weaknesses are only
partially buffered by a decent reserve life and a good reserve
replacement history.

The stable outlook reflects S&P's expectation that the company
will continue to grow production, close on the sale of its East
Texas assets, and maintain adequate liquidity to fund fixed costs
and capital spending for the next 12 months.  S&P could lower the
rating if coverage of liquidity use from sources is below 1x.
Alternatively, S&P would consider an upgrade if Gastar continues
to grow production and reserves, while maintaining adequate
liquidity and leverage below 5x.  Based on the very small scale
and scope of the company, S&P views an upgrade as unlikely within
the next 12 months.


GENELINK INC: Shareholders Elect Six Directors
----------------------------------------------
At its annual meeting of shareholders which was held on June 3,
2013, GeneLink, Inc.'s shareholders elected Geoff Haar, Ofer
Fridfertig, Douglas M. Boyle, Bernard L. Kasten, Jr., M.D., James
A. Monton and Robert P. Ricciardi, Ph.D. as directors to hold
office until the 2014 Annual Meeting of Shareholders or until
their successors are elected.  The shareholders approved the
amendments to GeneLink's Articles of Incorporation to increase the
capitalization from 350,000,000 shares of common stock, $0.01 par
value, to 500,000,000 shares of common stock, $0.01 par value.
The shareholders also approved a non-binding, advisory vote on
executive compensation, and selected "Three Years" as the
frequency of future advisory votes on executive compensation.

                   To Settle FTC Investigation

During 2012, the staff of the Federal Trade Commission
investigated the Company for potential violations of Sections 5
and 12 of the Federal Trade Commission Act, 15 U.S.C. Sections 45
and 52, in connection with the advertising, marketing and sale of
its DNA Assessments and genetically customized nutritional
supplements and skin repair serum products.  The Company believes
its advertising and marketing are lawful and appropriate.

Following discussions with the staff, in order to resolve this
matter, the Company signed a proposed Agreement Containing a
Consent Order with the Commission on Oct. 26, 2012, with regard to
the Commission's investigation.  The proposed agreement was
subject to approval by the full Commission.  On May 22, 2013, the
Commission orally informed counsel for the Company that the
Commission desired to modify certain provisions of the proposed
agreement.  After review of the proposed modified provisions, the
Company signed the modified Agreement Containing Consent Order on
June 6, 2013.  This proposed agreement is subject to approval by
the full Commission.

                           About Genelink

Based in Orlando, Fla., GeneLink, Inc., is a solution provider in
the genetically customized nutritional and personal care
marketplace.

Genelink disclosed a net loss of $3.05 million on $2.13 million of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $3.83 million on $4.68 million of revenue during the prior
year.  The Company's balance sheet at March 31, 2013, showed $1.23
million in total assets, $4.25 million in total liabilities and a
$3.01 million total stockholders' deficit.

Hancock Askew & Co., LLP, in Savannah, GA, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company incurred significant net losses in 2012 and 2011,
has a working capital deficit and a significant accumulated
deficit.  These items raise substantial doubt as to the Company's
ability to continue as a going concern.


GENESYS: $100MM Debt Increase No Impact on 'B2' Moody's CFR
-----------------------------------------------------------
Moody's Investors Service said Greeneden US Holdings II, LLC's  B2
Corporate Family Rating, B2-PD Probability of Default Rating, and
the B1 senior secured debt rating are not affected by an
incremental $100 million secured term loan, though the added debt
has negative credit implications given the higher leverage.

Genesys, based in Daly City, California, provides contact center
software, including call routing, analytics, and interactive voice
response. Genesys is owned by the private equity firm Permira
Funds with the participation of Technology Crossover Ventures.


GIBSON ENERGY: Substantial Growth Cues Moody's to Lift CFR to Ba2
-----------------------------------------------------------------
Moody's Investors Service, upgraded Gibson Energy Inc.'s Corporate
Family Rating to Ba2 from Ba3, Probability of Default Rating to
Ba2-PD from Ba3-PD, and assigned a Ba3 rating to the proposed $750
million (USD equivalent) senior unsecured notes. The Speculative
Grade Liquidity rating of SGL-3 was affirmed. The outlook remained
stable.

Proceeds from the notes issuance will be used to repay the $650
million term loan due 2018 and to fund capital expenditures. The
Ba3 senior secured ratings on the existing bank credit facilities
remain unchanged. These ratings will be withdrawn once the new
financing closes.

"The upgrade reflects Gibson's significant growth in EBITDA
combined with our expectation that the company's leverage will
remain below 3x through 2014", said Darren Kirk, Vice President
and Senior Credit Officer with Moody's, "While the 2012 equity-
funded acquisition of OMNI Energy Inc. has aided EBITDA growth,
Moody's expects future growth will primarily come from Gibson's
terminals and pipelines segment, which is mostly a fee-based
business with long term contracts."

Ratings Rationale:

Gibson's Ba2 CFR reflects the company's small size, and price and
volume risks inherent in its business segments, particularly with
respect to its marketing and trading activities, which expose the
company to volatile commodity prices. As well, the company is
acquisitive and is pursuing organic growth based initiatives that
will require large capital expenditures and consume free cash flow
over the next few years. Favorably, the rating considers the
company's low leverage, which Moody's expects to remain below 3x,
and that a significant portion of EBITDA is fee-based, which
provides visibility and stability to expected cash flows. Gibson's
diversified operations in several midstream segments and solid
position in each of its principal business areas provides further
support to the rating.

The SGL-3 Speculative Grade Liquidity rating indicates adequate
liquidity between Q2/13 and Q2/14. During this period Moody's
expects CAD250 million of negative free cash flow, which will be
funded with the proceeds of the notes offering and revolver
drawings. Pro forma for the $750 million June 2013 notes issuance
Gibson will have about CAD125 million of cash and CAD423 million
available, after CAD77 million in letters of credit, under its
CAD500 million revolving credit facility, maturing June 2018.
Moody's expects Gibson will be in compliance with its financial
covenants between Q2/13 and Q2/14. Alternative sources of
liquidity are limited principally to the sale of existing assets,
which are mostly encumbered.

Under Moody's Loss Given Default (LGD) Methodology, the senior
unsecured notes are rated Ba3, one notch below the CFR, reflecting
the prior ranking of the CAD500 million senior secured revolving
credit facility in the capital structure.

The stable outlook reflects Moody's expectation that Gibson's
EBITDA growth will enable its leverage to remain under 3x despite
significant negative free cash flow over the next couple of year.

The ratings could be upgraded if Gibson executes on its growth
initiatives, while maintaining debt to EBITDA below 2.5x.

The rating could be downgraded if Gibson's financial leverage
increases due to debt funded capital expenditures. More
specifically, if debt to EBITDA cannot be sustained under 4x a
ratings downgrade could result. A downgrade is also likely if the
company produces any material losses from the marketing segment.

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

Gibson is a Calgary, Alberta based midstream energy company that
is engaged in the movement, storage, blending, processing,
marketing and distribution of crude oil, condensate, natural gas
liquids, water, oilfield waste and refined products.


GORDON PROPERTIES: Stephen Leach Named as Chapter 11 Examiner
-------------------------------------------------------------
At the behest of Judy A. Robbins, United States Trustee for Region
Four, the U.S. Bankruptcy Court appointed Stephen E. Leach as
examiner in the Chapter 11 case of Gordon Properties LLC.

The United States Trustee consulted with Donald F. King (counsel
for the Debtors) and John T. Donelan (counsel for First Owner's
Association of Forty Six Hundred Condominium, Inc.).

Stephen E. Leach attests that he is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                      About Gordon Properties

Alexandria, Va.-based Gordon Properties, LLC, owns 40 condominium
units in a high-rise apartment building with both residential and
commercial units and two commercial units adjacent to the high-
rise building.  Gordon Properties' ownership of these condos
represents about a 20% interest in the Forty Six Hundred
Condominium project -- http://foa4600.org/-- in Alexandria.
Gordon Properties also owns one of the adjacent commercial units,
a restaurant.  Gordon Properties sought Chapter 11 protection
(Bankr. E.D. Va. Case No. 09-18086) on Oct. 2, 2009, and is
represented by Donald F. King, Esq., at Odin, Feldman & Pittleman
PC in Fairfax, Va.  Gordon Properties disclosed $11,149,458 in
assets and $1,546,344 in liabilities.

Condominium Services filed its chapter 11 petition (Bankr. E.D.
Va. 10-10581) on Jan. 26, 2010. It scheduled one creditor, the
condominium association, with a disputed claim of $436,802.00.
The association filed a proof of claim asserting a claim of
$453,533.12.  A second proof of claim was filed by the Internal
Revenue Service for $1,955.45.  According to its schedules, if
both claims are allowed, it has a net deficit of about $426,900.
CSI is wholly owned by Gordon Properties.

In February 2012, Judge Mayer denied the motion of the association
to substantively consolidate the chapter 11 bankruptcy cases of
Gordon Properties and Condominium Services, Inc., the condominium
management company.

Gordon Properties and CSI opposed the motion.  The two cases were
previously administratively consolidated.


GYMBOREE CORP: Bank Debt Trades At 3% Off
-----------------------------------------
Participations in a syndicated loan under which Gymboree Corp is a
borrower traded in the secondary market at 96.86 cents-on-the-
dollar during the week ended Friday, June 14 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a drop of 0.61 of
percentage points from the previous week, The Journal relates.
Gymboree Corp pays 350 basis points above LIBOR to borrow under
the facility.  The bank loan matures on Feb. 23, 2018 and the bank
debt carries Moody's B2 rating and Standard & Poor's B- rating.
The loan is one of the biggest gainers and losers among 250 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Headquartered in San Francisco, California, The Gymboree
Corporation is a leading retailer of infant and toddler apparel.
The company designs and distributes infant and toddler apparel
through its stores which operates under the "Gymboree", "Gymboree
Outlet", "Janie and Jack" and "Crazy 8" brands in the United
States, Canada and Australia. Revenues are approximately $1.2
billion. The company is owned by affiliates of Bain Capital
Partners LLC.


HAMPTON LAKE: Bird Cofield OK'd as Primary Closing Attorney
-----------------------------------------------------------
Hampton Lake, LLC, sought and obtained permission from the U.S.
Bankruptcy Court for the District of South Carolina to employ the
firm of Bird, Cofield & Moise, LLC, as primary closing attorney
for real estate closings and as its attorney for real estate and
corporate matters.

Stephen S. Bird, Esq., an authorized manager of the Firm, said in
an affidavit dated May 30, 2013, that the professional services
that the Firm will render to Debtor may include:

      a. closing sales of real estate;

      b. revising real estate contracts;

      c. completing and revising HUD reports;

      d. completing and revising registrations for the Interstate
         Land Sales Act; and

      e. addressing general questions relating to the covenants of
         the community and real estate sales contracts.

According to Mr. Bird, the Firm will receive $875 per developer
lot sale, as compensation for its closing services.  In addition,
the Firm will receive $300 per hour for the services of attorney
Stephen S. Bird related to other corporate and real estate matters
plus reimbursement of approved ordinary expenses.

Mr. Bird attested to the Court that the Firm does not hold or
represent an interest adverse to the Debtor or its estate and that
Firm is a disinterested person as that term is defined in U.S.C.
Section 101(14).

Mr. Bird can be reached at:

         15 Clark's Summit Drive
         Bluffton, SC 29910
         Tel: (843)815-3900
         Fax: (843)815-3901

                       About Hampton Lake

Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C.
Case No. 13-02482) in Charleston, South Carolina on April 29,
2013.  G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr.,
Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor.

The Debtor operates the Hampton Lake Subdivision in Bluffton,
South Carolina.  The Debtor disclosed $23.4 million in total
assets and $48.4 million in liabilities in its schedules.

As reported by the Troubled Company Reporter on May 7, 2013, Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported
that the Debtor has a Chapter 11 plan that contemplates selling
the remaining 235 lots over the next three years to generate cash
covering payments to creditors under the plan.  The plan calls for
paying about 88.5 percent of the first-lien debt by selling out
the project in the next three years.  The noteholders are slated
for an 8.75 percent recovery.


HAMPTON LAKE: Taps Cherry Bekaert as Audit & Tax Accountants
-----------------------------------------------------------
Hampton Lake, LLC, asks for permission from the U.S. Bankruptcy
Court for the District of South Carolina to employ the firm of
Cherry Bekaert LLP as audit & tax accountants.

Alan Robinson, a partner at Cherry Bekaert, says that because of
Firm's experience in accounting, auditing and tax and Firm's
prior performance of those services to the Debtors, the Debtors
have requested that the Firm act as their independent auditor and
tax preparer.

According to Mr. Robinson, professionals currently expected to
provide services to the Debtor include:

            Professional                     Hourly Rate
            ------------                     -----------
      Timothy Cherry, Tax Partner               $300
      Alan Robinson, Audit Partner              $300
      Sarah McGregor, Tax Senior Manager        $265
      Aaron Parris, Audit Senior Manager        $265
      Brandon Finn, Audit Senior Staff          $175

Mr. Robinson attests to the Court that the Firm does not hold or
represent an interest adverse to the Debtor or its estate and that
Firm is a disinterested person as that term is defined in U.S.C.
Section 101(14).

Mr. Robinson can be reached at:

      Cherry Bekaert LLP
      201 West McBee Avenue, Suite 200
      Greenville, SC 29601
      Tel: (864)240-5148
      E-mail: arobinson@cbh.com

                       About Hampton Lake

Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C.
Case No. 13-02482) in Charleston, South Carolina on April 29,
2013.  G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr.,
Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor.

The Debtor operates the Hampton Lake Subdivision in Bluffton,
South Carolina.  The Debtor disclosed $23.4 million in total
assets and $48.4 million in liabilities in its schedules.

As reported by the Troubled Company Reporter on May 7, 2013, Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported
that the Debtor has a Chapter 11 plan that contemplates selling
the remaining 235 lots over the next three years to generate cash
covering payments to creditors under the plan.  The plan calls for
paying about 88.5 percent of the first-lien debt by selling out
the project in the next three years.  The noteholders are slated
for an 8.75 percent recovery.


HAMPTON LAKE: Committee Wants Clawson & Staubes as Attorney
-----------------------------------------------------------
The Office Committee of Unsecured Creditors of Hampton Lake, LLC,
seeks authorization from the U.S. Bankruptcy Court for the
District of South Carolina to employ J. Ronald Jones, Jr., Esq.,
of Clawson And Staubes, LLC, as attorney.

Mr. Jones will, among other things, assist the Committee's
investigation of the acts, conduct, assets, liabilities and
financial condition of the Debtor, the operation of the Debtor's
business and the desirability of the continuance of the business,
and any other matter relevant to the case or to the formulation of
the plan, at these hourly rates:

      J. Ronald Jones, Jr.        $350
      Kristen N. Nichols          $275
      Amanda L. Callander         $275
      Elizabeth A. Blackwell      $250
      Laura S. Greaver            $250
      Nicholas R. Sanders         $200

Mr. Jones says that the Firm frequently utilizes law students
employed as summer associates or law clerks for research and other
comparable projects and those individuals bill at the rate of $115
per hour.  According to Mr. Jones, the Firm utilizes qualified and
experienced paraprofessionals who bill at the rate of $95 per
hour.

Mr. Jones attests to the Court that the Firm is a disinterested
party within the meaning of 11 U.S.C. Section 101(14).

Mr. Jones can be reached at:

      Clawson And Staubes, LLC
      126 Seven Farms Drive, Suite 200
      Charleston, SC 29492-7595
      Tel: (843)577-2026
      E-mail: rjones@clawsonandstaubes.com

                       About Hampton Lake

Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C.
Case No. 13-02482) in Charleston, South Carolina on April 29,
2013.  G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr.,
Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor.

The Debtor operates the Hampton Lake Subdivision in Bluffton,
South Carolina.  The Debtor disclosed $23.4 million in total
assets and $48.4 million in liabilities in its schedules.

As reported by the Troubled Company Reporter on May 7, 2013, Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported
that the Debtor has a Chapter 11 plan that contemplates selling
the remaining 235 lots over the next three years to generate cash
covering payments to creditors under the plan.  The plan calls for
paying about 88.5 percent of the first-lien debt by selling out
the project in the next three years.  The noteholders are slated
for an 8.75 percent recovery.


HAMPTON LAKE: Has Court OK to Hire McCarthy Law as Bankr. Counsel
-----------------------------------------------------------------
Hampton Lake, LLC, sought and obtained permission from the U.S.
Bankruptcy Court for the District of South Carolina to employ
McCarthy Law Firm, LLC, as bankruptcy counsel, effective April 29,
2013.

The firm will, among other things, investigate the validity,
extent, and priority of secured claims against the Debtor's
estates, and investigate the acts and conduct of the secured
creditors to determine whether any causes of action may exist.

The firm's hourly rates vary in its open files from $150 to $425
per hour for Firm's attorneys and from $100 to $125 per hour for
bankruptcy paralegals and assistants.  The hourly rates for the
attorneys who will be primarily involved in this matter are:

      G. William McCarthy, Jr.       $400
      Daniel J. Reynolds, Jr.        $300
      Sean P. Markham                $200
      W. Harrison Penn               $200

G. William McCarthy, Jr., Esq., a member/partner of the Firm,
attested to the Court that the Firm is a "disinterested person" as
that term is defined in Sec. 101(14) of the Bankruptcy Code.

                       About Hampton Lake

Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C.
Case No. 13-02482) in Charleston, South Carolina on April 29,
2013.

The Debtor operates the Hampton Lake Subdivision in Bluffton,
South Carolina.  The Debtor disclosed $23.4 million in total
assets and $48.4 million in liabilities in its schedules.

As reported by the Troubled Company Reporter on May 7, 2013, Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported
that the Debtor has a Chapter 11 plan that contemplates selling
the remaining 235 lots over the next three years to generate cash
covering payments to creditors under the plan.  The plan calls for
paying about 88.5 percent of the first-lien debt by selling out
the project in the next three years.  The noteholders are slated
for an 8.75 percent recovery.


HAMPTON LAKE: Wants to Hire Hampton Lake Realty as Sales Agent
--------------------------------------------------------------
Hampton Lake, LLC, asks for permission from the U.S. Bankruptcy
Court for the District of South Carolina to employ Hampton Lake
Realty LLC as real estate sales agent.

The Agent is a wholly owned subsidiary and an insider of the
Debtor.  The Agent has operated as the Debtor's real estate sales
agent for the sale of the Debtor's developer lots since the
Debtor's inception.  The Debtor desires to continue its use of the
Agent's services in the ordinary course of business and according
to their ordinary terms during the Chapter 11 proceeding because
of the Agent's familiarity and experience with the Debtor's
business operations and real property.

The Debtor and the Agent have agreed that as compensation for its
services, the Agent will be paid a blended commission of 7.3% from
the gross purchase price for each of the developer lot closings
plus certain ordinary sales incentives as set forth in the cash
collateral orders entered by the Court.

Kenneth Lewis, the broker-in-charge of the Agent, attests to the
Court that the Firm is a disinterested party within the meaning of
11 U.S.C. Section 101(14).

                       About Hampton Lake

Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C.
Case No. 13-02482) in Charleston, South Carolina on April 29,
2013.  G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr.,
Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor.

The Debtor operates the Hampton Lake Subdivision in Bluffton,
South Carolina.  The Debtor disclosed $23.4 million in total
assets and $48.4 million in liabilities in its schedules.

As reported by the Troubled Company Reporter on May 7, 2013, Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported
that the Debtor has a Chapter 11 plan that contemplates selling
the remaining 235 lots over the next three years to generate cash
covering payments to creditors under the plan.  The plan calls for
paying about 88.5 percent of the first-lien debt by selling out
the project in the next three years.  The noteholders are slated
for an 8.75 percent recovery.


HAMPTON LAKE: Wants Court OK to Hire Reed Development as Manager
----------------------------------------------------------------
Hampton Lake, LLC, seeks permission from the U.S. Bankruptcy Court
for the District of South Carolina to employ Reed Development,
Inc., as the Debtor's manager.

The Manager was designated to operate the Debtor's business pre-
petition pursuant to the Debtor's operating agreement.  The
Manager is intimately familiar with the Debtor, and was the entity
authorized by the Debtor to file the voluntary Chapter 11 petition
in this matter.  The Debtor wishes to employ Manager as its
manager post-petition.

The Debtor and Manager have agreed that as compensation for its
services, Manager will be paid monthly management fees of $30,000
per month in 2013, and will be reduced to $27,771 per month in
2014 and $19,438 per month in 2015.

John P. Reed, President of the Manager, attests to the Court that
the Firm is a disinterested party within the meaning of 11 U.S.C.
Section 101(14).

Mr. Reed can be reached at:

      1022 Berkeley Hall Boulevard
      Bluffton, SC 29910
      Tel: (843) 836-7900
      E-mail: jreed@reeddevelopment.com

                       About Hampton Lake

Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C.
Case No. 13-02482) in Charleston, South Carolina on April 29,
2013.  G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr.,
Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor.

The Debtor operates the Hampton Lake Subdivision in Bluffton,
South Carolina.  The Debtor disclosed $23.4 million in total
assets and $48.4 million in liabilities in its schedules.

As reported by the Troubled Company Reporter on May 7, 2013, Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported
that the Debtor has a Chapter 11 plan that contemplates selling
the remaining 235 lots over the next three years to generate cash
covering payments to creditors under the plan.  The plan calls for
paying about 88.5 percent of the first-lien debt by selling out
the project in the next three years.  The noteholders are slated
for an 8.75 percent recovery.


HAMPTON LAKE: U.S. Trustee Forms Three-Member Creditors Committee
-----------------------------------------------------------------
Judy A. Robbins, U.S. Trustee for Region 4, appointed three
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 case of Hampton Lake, LLC.

The Committee is comprised of:

      1. Terry McCloud
         82 Inverness Drive
         Bluffton, SC 29910
         Tel: (843) 837-4749

      2. Craig J. Simonson
         Dreamquest Holdings, LLC
         10 Waybridge Circle
         Bluffton, SC 29910
         Tel: (843) 815-5688

      3. William E. Fuller
         Post Office Box 25
         Troy, MI 48099
         Tel: (248) 649-6779

                       About Hampton Lake

Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C.
Case No. 13-02482) in Charleston, South Carolina on April 29,
2013.  G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr.,
Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor.

The Debtor operates the Hampton Lake Subdivision in Bluffton,
South Carolina.  The Debtor disclosed $23.4 million in total
assets and $48.4 million in liabilities in its schedules.

As reported by the Troubled Company Reporter on May 7, 2013, Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported
that the Debtor has a Chapter 11 plan that contemplates selling
the remaining 235 lots over the next three years to generate cash
covering payments to creditors under the plan.  The plan calls for
paying about 88.5 percent of the first-lien debt by selling out
the project in the next three years.  The noteholders are slated
for an 8.75 percent recovery.


HAMPTON LAKE: Has Court's Nod to Use Cash Collateral Until July
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina has
granted Hampton Lake, LLC, permission to use cash collateral of
Crimson Portfolio, LLC, and SABAL Financial Group, L.P., solely
for the purpose of funding the ordinary and necessary costs of
operating and maintaining its business limited in kind and amount
to the total expenses set forth in the budget.

A copy of the Budget is available for free at:

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

As reported by the Troubled Company Reporter on May 1, 2013, the
Debtor sought approval from the Court to use cash collateral on
which Crimson -- through its authorized agent SABAL -- asserts
security interests and liens.  Crimson asserts a $19.4 million
claim, secured by a perfected first priority mortgage on the
Debtor's property.  The Debtor said the use of cash collateral is
necessary for the continued operation of its business.  The Debtor
needs to pay operational expenses like payroll, utilities, and
insurance.

As adequate protection for any diminution of the Cash Collateral,
the Lender is granted a post-petition replacement lien and
security interest in the post-petition Cash Collateral to the
same extent and priority as its pre-petition liens in and to the
Cash Collateral as well as replacement liens, up to the diminution
in value of any Lender collateral, on any and all other property
that may be acquired by the Debtor post-petition with such
replacement liens to have the same rank and priority as Lender's
pre-petition liens.

                       About Hampton Lake

Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C.
Case No. 13-02482) in Charleston, South Carolina on April 29,
2013.  G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr.,
Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor.

The Debtor operates the Hampton Lake Subdivision in Bluffton,
South Carolina.  The Debtor disclosed $23.4 million in total
assets and $48.4 million in liabilities in its schedules.

As reported by the Troubled Company Reporter on May 7, 2013, Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported
that the Debtor has a Chapter 11 plan that contemplates selling
the remaining 235 lots over the next three years to generate cash
covering payments to creditors under the plan.  The plan calls for
paying about 88.5 percent of the first-lien debt by selling out
the project in the next three years.  The noteholders are slated
for an 8.75 percent recovery.


HEAT FACTORY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Heat Factory, Inc.
        1958 Kellogg Avenue
        Carlsbad, CA 92008

Bankruptcy Case No.: 13-06076

Chapter 11 Petition Date: June 12, 2013

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Laura S. Taylor

Debtor's Counsel: Dolores Contreras, Esq.
                  BOYD CONTRERAS, APC
                  402 West Broadway, Suite 1200
                  San Diego, CA 92101
                  Tel: (619) 238-5657
                  Fax: (619) 819-4312
                  E-mail: dc@boydcontreras.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/casb13-6076.pdf

The petition was signed by Chris Treptow, secretary.


HORSEHEAD HOLDING: Poor Performance Cues Moody's to Cut CFR to B3
-----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family and
Probability of Default Ratings of Horsehead Holding Corp.
(Horsehead) to B3 and B3-PD from B2 and B2-PD, respectively. The
B2 senior secured note rating was affirmed. The company's
Speculative Grade Liquidity rating was lowered to SGL-3 from
SGL-2.

The downgrade to a B3 Corporate Family Rating reflects the fact
that Horsehead's financial performance, debt protection metrics
and liquidity profile are trending below Moody's original
expectations and face potential further deterioration given the
weak zinc and nickel price environment, and softening global
macro-economic environment. Spot LME zinc prices in May 2013
averaged around $0.83/lb after retreating 14% since February while
nickel has also declined about 14% from the beginning of 2013,
averaging approximately $6.78/lb in May. Moody's believes that
zinc and nickel prices will remain range-bound at current levels
over the foreseeable time horizon, with risk to the downside given
continued challenges facing the steel industry, a major market for
zinc, and the softening global macro-economic environment.

Moody's recognizes that Horsehead currently limits its downside
zinc price exposure by hedging most of its expected zinc shipments
with put options at a strike price of $0.85/lb. The company
intends to retain these put options until the North Carolina
facility is completed to protect operating cash flow in the event
that prices fall below $0.85/lb. However, even at the company's
strike price for its put options, earnings performance and
consequently debt protection metrics will continue to be weak for
the next 12 months and until such time as the benefits of the new
lower cost facility being built in North Carolina begin to
favorably impact performance

Downgrades:

Issuer: Horsehead Holding Corp.

Probability of Default Rating, Downgraded to B3-PD from B2-PD

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

Corporate Family Rating, Downgraded to B3 from B2

Outlook Actions:

Issuer: Horsehead Holding Corp.

Outlook, Remains Stable

Affirmations:

Issuer: Horsehead Holding Corp.

Senior Secured Regular Bond/Debenture Jun 1, 2017, Affirmed B2

Ratings Rationale:

The B3 corporate family rating reflects Horsehead's weak debt
protection metrics as evidenced by the EBIT/interest and
debt/EBITDA ratios of 0.7x and 6.5x respectively for the twelve
months ended March 31, 2013. Given the current metal price
environment and continued higher cost impact at the Monaca, PA
facility, Moody's does not expect these metrics to materially
improve over the next twelve months.

The company is building a new zinc plant, which will use SXEW
technology, to replace the current high cost smelter in Monaca PA.
The North Carolina facility, which is targeted to start-up by the
second half of 2013, has a projected capacity of more than 150,000
tons of zinc metal per year. The company expects that the new
facility will significantly reduce manufacturing conversion costs
due to lower energy usage, higher labor productivity and lower
maintenance needs. However, the full cost benefits from the new
facility will likely not be evidenced in the company's metrics
until the latter part of 2014. Furthermore, it remains uncertain
at this point whether the magnitude of these savings can
sufficiently offset the effects of weaker zinc prices should
prices continue to deteriorate and the company no longer maintains
its put options. The rating also incorporates the company's
reliance on one smelting/refining facility, currently in Monaca,
PA and by the end of 2013, in Rutherford County, NC, to convert
its feedstock to zinc products, the volatility of zinc prices and
the current less than optimal performance of the steel minimills
in the US.

However, the rating recognizes Horsehead's solid position as a
leading US producer of zinc metal and zinc oxide and a recycler of
other metals recovered through its high temperature metals
recovery facilities. The rating also considers the company's
relatively unique feedstock source for its zinc requirements,
which feedstock is sourced from the waste material from steel
mills electric arc furnaces (EAF), thereby providing a cost
advantage relative to mined zinc. Given the source of the
feedstock supply and a portion of the output sales, the company
has a symbiotic relationship with the steel industry. As such, the
health of the U.S. steel industry is an important consideration in
the rating. The company's longstanding relationship with the
minimills from which it purchases feedstock and customers to whom
it sells its offtake is also acknowledged in the rating.

The lowering of Horsehead's Speculative Grade Liquidity to SGL-3
from SGL-2 reflects Moody's expectation for reduced EBITDA, cash
flow, and availability under the company's credit facilities in
the next four quarters. Moody's anticipates that cash flow
generation over the near term will contract under a challenging
operating environment, large capital spending for the completion
of the new zinc facility and a likely build-up of working capital
associated with the facility's production ramp-up, which will
consume free cash flow and cash balances. Furthermore,
availability under the company's $60 million asset-based revolving
credit facility (ABL) and $15 million revolver at its Zochem Inc.
subsidiary (Zochem revolver) -- both of which are secured by the
value of receivables and inventory -- will likely be reduced as a
result of continued weak zinc prices.

The B2 senior secured notes rating reflect their priority position
in the capital structure, the benefit of loss absorption provided
by the unsecured debt below the notes, and the relatively modest
size of the ABL and Zochem revolver. The senior secured notes are
secured by a first lien on all domestic assets other than
inventory and accounts receivables, which are pledged to the ABL
("ABL collateral"). The secured notes have a second lien claim on
the ABL collateral. Moody's notes that the senior secured notes'
rating may be negatively impacted should Horsehead increase the
total size of its revolving credit facilities.

The stable outlook reflects Moody's view that zinc prices will
remain range-bound at current levels, that the company's hedged
position will limit risks to cash flow and liquidity will be
sufficient to support remaining capital investments. The outlook
also anticipates that the company will continue to be on time and
on budget with the North Carolina facility construction and begin
to achieve the cost benefits anticipated over the next twelve to
eighteen months.

Horsehead's ratings could be downgraded should operating
performance remain challenged for a protracted time horizon such
that the company's credit metrics further deteriorate and its
liquidity position erodes. Quantitatively, the rating could be
lowered should debt/EBITDA not evidence improving trends and be
sustained above 5.5 times, EBIT/interest trend below 1.2 times, or
(cash from operations less dividends)debt be sustained below 10%.

Upward rating momentum is viewed as limited until such time as the
new facility demonstrates solid and stable operating statistics,
the anticipated cost benefits are achieved and metrics strengthen
such that debt/EBITDA is sustained at no more than 4.5x,
EBIT/interest is sustained at 2.25x and the company demonstrates
the ability to be free cash flow generative.

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

Horsehead Holding Corp. is a producer of zinc metal and zinc oxide
and a recycler of other metals recovered through its high
temperature metals recovery facilities. The company also recycles
electric arc furnace dust, a hazardous waste generated by steel
minimills. Headquartered in Pittsburgh, Pennsylvania, Horsehead
generated $443 million of revenues for the twelve months ending
March 31, 2013.


ICEWEB INC: Adopts 2013 Employee Option Plan
--------------------------------------------
The Board of Directors of IceWEB, Inc. adopted the IceWEB, Inc.,
2013 Employee Option Plan.  The purpose of the Plan is to enable
the company to attract and retain employees and consultants and
provide them with the long-term financial incentives to enhance
the Company's performance.

The Plan authorizes the grant of (i) options which qualify as
incentive stock options under Section 422(b) of the Internal
Revenue Code of 1986, as amended, (ii) non-qualified options which
do not qualify as incentive stock options, (iii) awards of the
Company's common stock (iv) and rights to make direct purchases of
the Company's common stock which may be subject to certain
restrictions.  The maximum number of shares which can be issued
over the term of the Plan is 25,000,000 shares.

A copy of the Plan is available for free at http://is.gd/tNkYbl

                           About IceWEB

Sterling, Va.-based IceWEB, Inc., manufactures and markets
purpose-built appliances, network and cloud-attached storage
solutions and delivers on-line cloud computing application
services.  The Company's customer base includes U.S. government
agencies, enterprise companies, and small to medium sized
businesses (SMB).

In its audit report on the consolidated financial statements for
the year ended Sept. 30, 2012, D'Arelli Pruzansky, P.A., in Boca
Raton, Florida, expressed substantial doubt about IceWEB's ability
to continue as a going concern.  The independent auditors noted
that the Company had net losses of $6,485,048 for the year ended
Sept. 30, 2012.

The Company reported a net loss of $6.5 million on $2.6 million of
sales in fiscal 2012, compared with a net loss of $4.7 million on
$2.7 million of sales in fiscal 2011.  The Company's balance sheet
at March 31, 2013, showed $1.47 million in total assets, $3.39
million in total liabilities and a $1.91 million total
stockholders' deficit.


IEC ELECTRONICS: NYSE MKT Accepts Listing Compliance Plan
---------------------------------------------------------
IEC Electronics Corp. on June 17 disclosed that the NYSE MKT
notified the Company that it accepted the Company's plan to regain
compliance with the continued listing requirements of the
Exchange.

On May 20, 2013, the Company received notice from the NYSE MKT
Staff indicating that the Company does not satisfy the Exchange's
continued listing requirements due to its failure to timely file
its Quarterly Report on Form 10-Q for the quarter ended March 29,
2013, as set forth in Section 1003(d) of the NYSE MKT Company
Guide.  The Company submitted a plan of compliance to the Exchange
on May 31, 2013.  On June 13, 2013 the Exchange notified the
Company that it accepted the Company's plan of compliance and
granted the Company an extension until August 15, 2013 to regain
compliance with the continued listing standards.  The Company will
be subject to periodic review by Exchange Staff during the
extension period.  Failure to make progress consistent with the
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 NYSE MKT LLC.

                       About IEC Electronics

IEC Electronics Corporation -- http://www.iec-electronics.com--
is a provider of electronic manufacturing services to advanced
technology companies primarily in the military and aerospace,
medical, industrial and communications sectors.  The Company
specializes in the custom manufacture of high reliability, complex
circuit cards, system level assemblies, a wide array of custom
cable and wire harness assemblies, precision sheet metal products,
and advanced research and testing services.  IEC Electronics is
headquartered in Newark, NY (outside of Rochester) and also has
operations in Rochester, NY, Albuquerque, NM and Bell Gardens, CA.


IN THE PLAY: Files List of 20 Largest Unsecured Creditors
---------------------------------------------------------
In The Play, Inc. filed with the Bankruptcy Court a list that
identifies its top 20 unsecured creditors.

Creditors with the three largest claims are:

  Entity                 Nature of Claim        Claim Amount
  ------                 ---------------        ------------
Aman, Jim               Unsecured Loan           $551,772
335 N. Broad Street     and services provided
Landsdale, PA 19446

Strauss, Richard         Unsecured Loan          $434,608
125 Brinkley Drive
Sellersville, PA 18960

Jaaz, LLC
94 Warner Court
Glastonbury, CT 06033    Unsecured Loan          $409,219

A copy of the creditors' list is available for free at:

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

                        About In The Play

Three alleged creditors filed an involuntary Chapter 11 petition
for Lansdale, Pennsylvania-based In The Play, Inc., (Bankr. E.D.
Pa. Case No. 13-11666) in Philadelphia on Feb. 27, 2013.  The
petitioners are Richard Strauss (with $479,443 in claims), JAAZ,
LLC ($409,166) and Andrew Michelin ($157,522).  Garabed Kendikian,
Esq., at the Law Offices of Charles Kendikian, LLC, serves as
counsel to the petitioners.

The Bankruptcy Court on May 10, 2013, entered an order for relief
placing In the Play under bankruptcy protection.


INOVA TECHNOLOGY: Effects a 100-for-1 Reverse Stock Split
---------------------------------------------------------
The board of directors of Inova Technology, Inc., on June 7, 2013,
authorized a 100 to one reverse split of all outstanding common
shares and a corresponding decrease in the Company's authorized
common stock pursuant to Section 78.209 of the Nevada Revised
Statutes.  Each 100 shares will now be worth 1 share.

Section 78.209 provides that the board of directors of a Nevada
corporation can authorize a forward or reverse split of capital
stock without the consent of shareholders if that action is taken
in conjunction with a corresponding proportional increase or
decrease in authorized capital stock.

The Company filed a Certificate of Change with the Secretary of
State of Nevada.  The reverse stock split became effective upon
FINRA approval on June 17, 2013.  Effective at the same time as
the reverse stock split, the authorized shares of the Company's
common stock will be proportionately decreased from 2,000,000,000
shares to 20,000,000 shares.

As of the Record Date, the Company had issued and outstanding
307,950,619 shares of common stock, par value $0.001 per share.
After the stock split, the Company will have 3,079,506 shares
issued and outstanding.  The par per share will remain unchanged.

The Stock Split is intended to increase the price per share of the
Company's Common Stock.  The Board of Directors believes that the
price of the Common Stock is too low to attract investors in the
stock.  In order to proportionally raise the per share price of
the Common Stock by reducing the number of shares of the Common
Stock outstanding, the Board of Directors believes that it is in
the best interests of the Company's stockholders to implement a
stock split.  The Company's Common Stock is quoted on the Over-
the-Counter Bulletin Board under the symbol "INVA" and the last
reported closing price of the Common Stock on June 11, 2013, was
$0.0031 per share.

A complete copy of the Form 8-K is available for free at:

                        http://is.gd/iyWOB5

                      About Inova Technology

Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA)
-- http://www.inovatechnology.com/-- through its subsidiaries,
provides information technology (IT) consulting services in the
United States.  It also manufactures radio frequency
identification (RFID) equipment; and provides computer network
solutions.  The company was formerly known as Edgetech Services
Inc. and changed its name to Inova Technology, Inc., in 2007.

The Company reported a net loss of $1.24 million for the year
ended April 30, 2012, compared with a net loss of $3.35 million
during the prior year.  The Company's balance sheet at Jan. 31,
2013, showed $6.26 million in total assets, $20.73 million in
total liabilities and a $14.46 million total stockholders'
deficit.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2012.  The independent auditors noted that
Inova incurred losses from operations for the years ended
April 30, 2012, and 2011 and has a working capital deficit as of
April 30, 2012, which raise substantial doubt about Inova's
ability to continue as a going concern.


JAROSZ WELDING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jarosz Welding Co. Inc.
          fka Jarosz Welding and Automotive, Inc.
        544 Ledyard Street
        Hartford, CT 06114

Bankruptcy Case No.: 13-21225

Chapter 11 Petition Date: June 12, 2013

Court: United States Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Albert S. Dabrowski

Debtor's Counsel: Edward P. Jurkiewicz, Esq.
                  LAWRENCE & JURKIEWICZ LLC
                  30 East Main Street
                  Avon, CT 06001
                  Tel: (860) 677-6416
                  Fax: (860) 677-5005
                  E-mail: edwardjurkiewicz@sbcglobal.net

Scheduled Assets: $1,330,164

Scheduled Liabilities: $2,364,012

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/ctb13-21225.pdf

The petition was signed by Andrew W. Jarosz, president.


JEM CARTING: Updated Case Summary & Creditors' Lists
----------------------------------------------------
Lead Debtor: JEM Carting Group Corp.
             800 Schuyler Avenue
             Lyndhurst, NJ 07071

Bankruptcy Case No.: 13-11935

Chapter 11 Petition Date: June 12, 2013

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

Judge: Burton R. Lifland

Debtors' Counsel: Arthur Goldstein, Esq.
                  Jill L. Makower, Esq.
                  Alex Spizz, Esq.
                  NACHAMIE SPIZZ COHEN & SERCHUK, P.C.
                  425 Park Avenue
                  New York, NY 10022
                  Tel: (212) 754-9400
                  Fax: (212) 754-6262
                  E-mail: agoldstein@nscslaw.com
                          jmakower@nscslaw.com
                          aspizz@nscslaw.com

Estimated Assets: $0 to $50,000

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

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
JEM Sanitation Corp.                   13-11936
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Kenneth J. Santo, president.

A. JEM Carting Group Corp. did not file a list of its largest
unsecured creditors together with its petition.

B. JEM Sanitation Corp. did not file a list of its largest
unsecured creditors together with its petition.


JHCI ACQUISITION: Moody's Assigns B1, Caa1 Ratings to New Debts
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to JHCI
Acquisition, Inc.'s proposed $275 million first lien debt
facilities and a Caa1 rating to its proposed $135 million second
lien debt facility. Concurrently, the rating outlook was changed
to stable from negative as the proposed refinancing addresses the
June 19, 2013 maturity of the company's undrawn revolving credit
facility and the 2014 maturities of its first and second lien term
loans. All existing ratings, including the B3 corporate family
rating, were affirmed.

Ratings assigned:

Proposed $25 million revolving credit facility due 2018, at B1
(LGD-2, 25%)

Proposed $250 million first lien term loan facility due 2019, at
B1 (LGD-2, 25%)

Proposed $135 million second lien term loan facility due 2020, at
Caa1 (LGD-5, 72%)

Ratings affirmed:

Corporate family rating, at B3

Probability of default rating, at B3-PD

Existing $30 million (undrawn) senior secured revolving credit
facility due June 2013, at B1 (LGD-2, 26%)*

Existing $295 million ($272 million outstanding) senior secured
first lien term loan due June 2014, at B1 (LGD-2, 26%)*

Existing $135 million senior secured second lien term loan due
December 2014, at Caa2 (LGD-5, 79%)*

Outlook changed to stable from negative

*Ratings will be withdrawn upon repayment of these facilities and
closing of the proposed transaction.

Assigned ratings are subject to Moody's review of final
documentation following completion of the refinancing.

Ratings Rationale:

The ratings outlook was changed to stable from negative as a
result of the company's extended debt maturity profile pro forma
for the proposed refinancing. The proposed transaction would
result in the company's next meaningful debt maturity extended by
five years to 2018 from 2013. In addition, the company will have
access to the proposed $25 million revolving credit facility. Of
note, the revolving credit facility size is small given the
company's size and restricted by letter of credit usage.
Nevertheless, the proposed facility will provide availability for
borrowings. The existing revolving credit facility was not
available to the company over the last few years due to covenant
maintenance requirements. This concern had been offset by the
maintenance of high cash balances. Going forward, the company is
expected to maintain adequate cash balances and have access to the
proposed revolving credit facility.

The affirmation of JHCI's B3 CFR is reflective of the company's
highly levered capital structure, modest interest coverage and
adequate cash balances. The ratings are supported by the long-term
nature of JHCI's dedicated customer contracts, the focus on
certain less volatile consumer end-markets, a largely asset-light
business and a history of positive free cash flow generation. The
company derives benefits from its asset-light business model and
resulting ability to vary costs in line with changing demand.
However, similar to its peers, it is susceptible to pricing
pressures in a competitive and fragmented industry. Moody's
expects free cash flow to improve over the coming twelve to
eighteen months due primarily to higher EBITDA generation. Credit
metrics are anticipated to improve due to improved operating
performance stemming from a refocused business strategy centering
on its core vertical operations in the U.S., divesting its non-
core international operations and implementation of several cost
savings initiatives. Operating margins are expected to moderately
improve due to the company's cost savings actions taken in 2012
that have started to reflect positive results in early 2013. The
rating also acknowledges the company's long operating history,
diverse services offered and new and ongoing relationships with a
well-established high quality customer base. In Moody's opinion,
the less cyclical nature of some of the company's primary end-
markets serves to partially counterbalance the slow rate of
expected U.S. macroeconomic growth over the intermediate term.

The stable outlook is supported by JHCI's adequate liquidity
profile and an expectation that credit metrics will come in line
with the B3 rating category as a result of a refocused business
strategy and ongoing operational improvements combined with an
anticipated use of free cash flow to reduce debt levels.

Ratings could be downgraded if the company's liquidity position
deteriorates including cash balances declining from current
levels, Moody's adjusted debt/EBITDA is sustained above 7.0x
and/or interest coverage remains well below 1.0 times.

Positive ratings momentum could develop if the company
demonstrates sustained revenue and operating income growth. A
ratings upgrade would also be considered if JHCI's credit metrics
improve such that Moody's adjusted debt/EBITDA improves to and is
sustained below 5.5 times and EBIT/interest improves to 2.0x and
is sustained at those levels.

The principal methodology used in this rating was the Global
Surface Transportation and Logistics Companies published in April
2013. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

JHCI is a wholly-owned subsidiary of JHCI Holdings, Inc., the
vehicle majority owned by Oak Hill Capital Partners, created to
effect the acquisition of Jacobson Holding Co. and the 2007 merger
of Arnold Logistics, LLC (together Jacobson). JHCI operates its
businesses using the Jacobson Companies name.

Jacobson Companies, headquartered in Des Moines, Iowa, is a
leading national third-party logistics company that provides value
added warehousing, packaging, contract manufacturing, staffing,
contract logistics, transportation and freight management
services.


KGHM INTERNATIONAL: Moody's Affirms B3 Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed KGHM International Ltd.'s B3
corporate family rating, B3-PD probability of default rating and
B1 senior unsecured rating. The company's speculative grade
liquidity rating was lowered to SGL-3 from SGL-1. The rating
outlook remains stable.

The lowering of KGHMI's SGL rating is driven by the reduction in
the company's cash balances due to the build out of its 55%-owned
Sierra Gorda copper development in Chile. As well, costs to
complete Sierra Gorda were recently revised upwards, which will
require additional cash from KGMHI of about $430 million beyond
previous expectations.

Ratings Rationale:

KGHMI's B3 CFR reflects the company's elevated adjusted leverage,
short reserve life of its two existing copper mines, the high cost
position of these mines and the execution risks of its greenfield
Sierra Gorda copper mine, which is experiencing unexpected cost
escalation. Moody's expects capital requirements associated with
Sierra Gorda, together with lower metal prices, will drive
consumption of $500 million of free cash flow through the next
year. Sierra Gorda however is expected to commence commercial
production in Q2/14, which will improve the company's mine
diversity, cash cost position and grow its earnings materially to
enable deleveraging.

Moody's no longer expects the merger between KGHMI and its
immediate parent holding company ("Bidco") is likely to occur.
While this will relieve the legal entity of KGHMI of about $1.8
billion in intercompany debt (resulting from the $3.6 billion
acquisition of KGHMI by KGHM Polska Miedz S.A. in March, 2012),
Moody's continues to view the debt to be the responsibility of
KGHMI and incorporates this amount in its adjusted leverage
figures: on this basis, Moody's 12-18 month forward view of
adjusted debt/EBITDA is around 9x.

The SGL-3 speculative grade liquidity rating reflects adequate
liquidity consisting of about $450 million in cash (including
restricted cash Moody's expects to be released) at March 31, 2013
which Moody's expects will mostly be consumed by the end of 2013.
The rating also incorporates Moody's expectation that KGHMI will
shortly obtain a committed revolving facility to fund its cash
needs through at least mid-2014. Although not part of its SGL
analysis, Moody's believes KGHMI would likely obtain funding from
its parent company if other sources weren't available.

The B1 senior unsecured rating is one notch lower than Moody's
loss-given-default methodology would normally suggest. This
differential reflects the somewhat uncertain nature of the loss
absorption provided by the Bidco intercompany loan.

The stable outlook reflects Moody's expectation that the company
will maintain adequate liquidity as it completes the build out of
Sierra Gorda.

Upward rating pressure could occur if KGHMI successfully brings
the Sierra Gorda project online, sustains adjusted leverage below
5x, including the intercompany debt owed from Bidco to KGHMSA, and
maintains at least adequate liquidity.

The ratings could be lowered if KGHMI experiences additional
capital requirements for Sierra Gorda, or if liquidity
deteriorates due to lower than expected copper prices or
operational challenges.

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

KGHM International, formerly Quadra FNX Mining, primarily produces
copper from its Robinson and Morrison mines in North America. The
company is also developing the Sierra Gorda copper joint venture
project in Chile with Sumitomo. Annual revenues total roughly $1
billion with approximately 200 million pounds of copper produced.


LA PLAYA RESTAURANTS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: La Playa Restaurants, Inc.
        1021 Sam Rankin
        Corpus Christi, TX 78401

Bankruptcy Case No.: 13-20265

Chapter 11 Petition Date: June 12, 2013

Court: United States Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Ralph Perez, Esq.
                  CAVADA LAW OFFICE
                  4646 Corona Dr., Ste. 165
                  Corpus Christi, TX 78411
                  Tel: (361) 814-6500
                  Fax: (361) 814-8618
                  E-mail: ralph.perez@cavadalawoffice.com

Estimated Assets: $0 to $50,000

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 Benigno Sanchez, director.


LAKELAND INDUSTRIES: Incurs $844,400 Net Loss in First Quarter
--------------------------------------------------------------
Lakeland Industries, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $844,480 on $21.73 million of net sales for the
three months ended April 30, 2013, as compared with a net loss of
$10.12 million on $23.98 million of net sales for the same period
during the prior year.

As of April 30, 2013, the Company had $83.58 million in total
assets, $38.28 million in total liabilities and $45.29 million in
total stockholders' equity.

Christopher J. Ryan, Lakeland's president and CEO, commented,
"Only 12 months ago Brazil reported record sales and operating
income of $325,000 for the quarter, but as you can see in our
adjusted EBITDA table: the one and only major problem Lakeland has
is Brazil, which we are working diligently on.  We are in the
midst of right sizing it to meet a huge drop off in sales.  Making
huge cuts is expensive given legal severance requirements and
other concomitant expenses required in reductions of this
proportion.  Sale of assets or stock of Brazilian operations is
also being investigated assiduously."

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

                        http://is.gd/Qmv0Aq

                     About Lakeland Industries

Ronkonkoma, N.Y.-based Lakeland Industries, Inc., manufactures and
sells a comprehensive line of safety garments and accessories for
the industrial protective clothing market.

In its audit report on the consolidated financial statements for
the year ended Jan. 31, 2013, Warren Averett, LLC, in Birmingham,
Alabama, expressed substantial doubt about Lakeland Industries'
ability to continue as a going concern.  The independent auditors
noted that Company is in default on certain covenants of its loan
agreements at Jan. 31, 2013.  "The lenders have not waived these
events of default and may demand repayment at any time.
Management is currently trying to secure replacement financing but
does not have new financing available at the date of this report."

The Company reported a net loss of $26.3 million on $95.1 million
of net sales for the year ended Jan. 31, 2013, compared with a net
loss of $376,825 on $96.3 million of sales for the year ended
Jan. 31, 2012.


LEHMAN BROTHERS: $2.3BB Deal With Brokerage Took Effect June 7
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that reorganized Lehman Brothers Holdings Inc. disclosed
that the settlement with the trustee for the brokerage subsidiary
Lehman Brothers Inc. became effective on June 7.

For the Lehman parent, implementation of the settlement is
important because it satisfies one of the conditions to
completion of the sale of about $5.3 billion of the $14 billion
in unsecured claims allowed by the settlement against the
brokerage subsidiary, according to the report.

The report notes that the Lehman parent already arranged sales to
generate $2.354 billion in cash for distribution to creditor
under the confirmed Chapter 11 plan.

In addition to the $14 billion unsecured claim, the settlement
gave the Lehman holding company $2 billion cash and a $240
million priority claim that will be paid in full. Selling the
claim against the broker enables the Lehman parent to accelerate
distribution to its creditors because the trustee for the Lehman
broker isn't in a position yet to make distributions on general
claims.

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: To Sell Add'l $1.8-Bil. of Claims Against LBI
--------------------------------------------------------------
Lehman Brothers Holdings Inc. and some of its controlled
affiliates have agreed to sell an additional $1.808 billion of
their general unsecured claims against the company's brokerage
unit.

The sale follows Lehman's announcement of entry into agreements
to sell an aggregate of $5.28 billion of its general unsecured
claims against the brokerage pursuant to its recently completed
"Dutch" auction process and an additional sale.

The claims will be sold for 45% of their face value, yielding an
aggregate purchase price of $813.6 million, Lehman said in a
statement.

In connection with this latest sale, Lehman has agreed, subject
to certain limited exceptions, that it will not convey, transfer,
assign or participate any of its remaining general unsecured
claims against the brokerage prior to December 15.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that LBHI won't be selling any more of its $14 billion
claim against its brokerage subsidiary until the year's end.

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Proposes Deal With Airlie, U.S. Bank
-----------------------------------------------------
Lehman Brothers Holdings Inc. asked the U.S. Bankruptcy Court in
Manhattan to approve an agreement, which partially resolves
disputes related to a credit default swap deal between its
special financing unit and Airlie CDO.

The companies entered into a swap deal in 2007 under which Lehman
Brothers Special Financing Inc. agreed to pay Airlie, which
committed to pay the company for losses incurred with respect to
certain specified reference obligations.

Airlie issued various classes of notes under a 2007 indenture and
preference shares under a shares paying agency agreement.  The
notes were secured by a pool of collateral that also secured the
swap agreement.  Airlie pledged the collateral to U.S. Bank, as
trustee under the indenture, for the benefit of the holders of
the notes, which include LBSF.

Under the terms of the indenture, U.S. Bank applies payment
proceeds received generally in accordance with a "waterfall"
provision.  The provision states that a termination payment owed
to LBSF as swap counterparty will be paid in advance of any
distributions to noteholders unless the company is the defaulting
party under the transaction.

                           The Dispute

Since Lehman's bankruptcy filing in September 2008, neither the
company nor U.S. Bank has paid the amounts due under the
indenture and the swap agreement.

Two months after the bankruptcy filing, Airlie notified LBSF
about the termination of the swap deal as of November 28, 2008.
U.S. Bank received a letter from Lehman lawyers advising that any
action to make distributions to noteholders would violate the
stay, and any provision subordinating the termination payment due
Lehman would be unenforceable.

As a result of the dispute regarding, among other things, the
enforceability of the waterfall provisions, neither party to the
swap agreement has paid the amounts due on or after
November 28, 2008.

In September 2010, LBSF filed a complaint against Airlie and U.S.
Bank.  At issue in the litigation is the enforceability of the
waterfall provision.  The company sought a declaratory judgment
that effectuation of the waterfall provision violates the
automatic stay as it involves an improper exercise of control
over property of its estate.

                     The Settlement Agreement

Under the settlement agreement, Airlie and U.S. Bank are required
take actions to cause certain assets held in respect of the
collateral to be redeemed or liquidated, and to cause the net
proceeds thereof to be deposited with the bank.

U.S. Bank is also required to distribute and apply the proceeds
in this order and priority:

   (1) Pay the outstanding fees and expenses of U.S. Bank.

   (2) Pay each noteholder other than LBSF that does not object
       to the proposed settlement an amount equal to the
       "settlement offer.  Such payment is subject to the receipt
       by U.S. Bank of an opinion or information regarding the
       fairness and reasonableness of the payment, or waiver of
       such receipt by U.S. Bank as to all or some of the notes.

   (3) Place into an interest-bearing account an amount to be
       held in respect of a reserve, which U.S. Bank may use for
       fees and expenses as enumerated in the settlement
       agreement, which amount may be invested in eligible
       investments.

   (4) With respect to any noteholder that timely objects to the
       settlement agreement, place into an account with U.S.
       Bank, which may be invested in eligible investments, an
       amount to secure payment of the claims of any objecting
       noteholder.  If the conditions on the payment of
       settlement amount to a noteholder are not met, the escrow
       amount will secure payment of the claims of any and all
       noteholders other than LBSF.

   (5) Upon LBSF's delivery of its notes to U.S. Bank, pay the
       remaining amount to LBSF.

The partial settlement does not resolve the dispute regarding the
enforceability of the waterfall provisions.  LBSF retains its
right to maintain its positions in respect of the dispute in the
litigation or elsewhere, subject to the limitations as to the
amount of its recovery stated in the settlement agreement.

A court hearing is scheduled for July 17.  Objections are due by
July 10.

Jacqueline Marcus, Esq., at Weil, Gotshal & Manges LLP, in New
York, and Christopher J. Cox, Esq., at Weil, Gotshal & Manges
LLP, in Redwood Shores, California, represent LBHI and LBSF.

Franklin H. Top, III, Esq., and Scott A. Lewis, Esq., at Chapman
and Cutler LLP, in Chicago, Illinois, represent U.S. Bank.

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Seeks Two More Mediators for Derivatives Issues
----------------------------------------------------------------
Lehman Brothers Holdings Inc. seeks a court order appointing
Stephen Crane and Jane Greenspan as mediators for disputes that
have reached the mediation stage.

The company needs two more mediators to speed up the settlement
of claims that stem from derivatives contracts.

As of May 31, Lehman has recovered more than $1.5 billion for
claims that were settled through what it calls "alternative
dispute resolution" process.  Some of those claims were settled
through mediation.

The mediation is conducted in accordance with Judge James Peck's
Sept. 17, 2009 order, which authorized Lehman to implement the
ADR process for prosecuting its claims under derivative contracts
with monetary recovery potential.

A court hearing to consider approval of Lehman's request is
scheduled for June 19.

Peter Gruenberger, Esq., and Robert J. Lemons, Esq., at Weil,
Gotshal & Manges LLP, in New York, filed the motion on behalf of
LBHI and certain of its affiliates.

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Final Fee Applications of Bingham, et al., Okayed
------------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved the final fee
applications of Bingham McCutchen LLP and 10 other firms hired in
connection with Lehman Brothers Holdings Inc.'s Chapter 11 case.

Professional               Period            Fees      Expenses
------------               ------          --------    --------
Bingham McCutchen LLP      09/15/08 to           $0      $7,942
                            03/06/12

Curtis Mallet-Prevost      09/15/08 to   $2,631,805          $0
  Colt & Mosle LLP          03/06/12

Foster Graham Milstein     09/15/08 to     $108,511          $0
  & Calisher LLP            03/06/12

Gleacher & Co. Securities  09/15/08 to   $7,500,000    $200,000
                            03/06/12

Latham & Watkins LLP       09/15/08 to      $18,938          $0
                            03/06/12

Lazard Freres & Co. LLC    09/15/08 to  $13,378,709          $0
                            03/06/12

O'Neil Group LLC           09/15/08 to      $81,581          $0
                            03/06/12

Pachulski Stang Ziehl      09/15/08 to     $552,684        $914
  & Jones LLP               03/06/12

Paul Hastings LLP          09/15/08 to     $433,327          $0
                            03/06/12

Reed Smith LLP             09/15/08 to      $15,005        $100
                            03/06/12

Wollmuth Maher & Deutsch   09/15/08 to     $215,030          $0
                            03/06/12

Meanwhile, Simpson Thacher & Bartlett LLP received payment during
the interim fee periods in excess of the amount awarded in final
compensation.  The firm will reimburse the Lehman estate $79,848
for the overpayment.

Another bankruptcy professional, Richard Sheldon, Q.C., was also
required to reimburse the estate $2,364 for overpayment.  Mr.
Sheldon's final fee application covers the period June 1, 2009 to
March 6, 2012.

            Lehman Ordered to Pay Unsecured Creditors'
                  Committee, Indenture Trustees

The bankruptcy court ordered Lehman to pay about $26.04 million
in administrative expense claims to members of the official
committee of unsecured creditors and indenture trustees.

The claims represent fees and expenses incurred during the period
September 15, 2008 to December 31, 2011.

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Facing $20 Million Suit From School Teacher
------------------------------------------------------------
Lehman Brothers Holdings Inc. is facing a $20 million lawsuit
filed by a school teacher in U.S. Bankruptcy Court in Manhattan.

El Veasta Lampley, a school teacher in California, sued Lehman in
an attempt to set aside a non-judicial foreclosure of the
plaintiff's property in Huntington Beach, California.

The plaintiff purchased the property through a loan obtained from
New Century Mortgage Corp. before the mortgage lender filed for
bankruptcy protection in 2007.  The mortgage lender allegedly
sold the loan to Lehman in March 2006.

The lawsuit accuses Lehman of conspiring with the mortgage lender
to commit fraud against the plaintiff, who was allegedly induced
by a New Century sales executive to sign documents for a "high-
cost predatory loan" that was bound for foreclosure.  The lawsuit
seeks $20 million in damages.

The case is El Veasta Lampley v. Lehman Brothers Holdings Inc.,
13-01354, U.S. Bankruptcy Court, Southern District of New York
(Manhattan).

                         About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LIFECARE HOLDINGS: Wins First Two Rounds in War vs. IRS
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that hospital owner LifeCare Holdings Inc. won the first
two rounds in what could turn out to be a test case by the
Internal Revenue Service designed to stop bankrupt companies from
avoiding taxes on asset sales.

The Bloomberg News report notes that the IRS has been unsuccessful
so far in championing a theory that sale proceeds can be
distributed only in accordance with the bankruptcy priority scheme
specifying the order in which creditors are paid.  Earlier this
month, LifeCare completed the $320 million sale of its 26
remaining hospitals to secured lenders in exchange for debt.  The
IRS filed an appeal from sale approval because a $24 million gains
tax won't be paid.

The report relates that at a hearing last week, the U.S.
Bankruptcy Court in Delaware denied a request by the IRS to hold
up distribution of proceeds until completion of the appeal.  The
IRS argued unsuccessfully that sale proceeds will be distributed
in a fashion not permissible in a Chapter 11 reorganization plan.
Since the sale occurred after bankruptcy, the resulting gains tax
would be an expense of the Chapter 11 case that ordinarily must be
paid before pre-bankruptcy unsecured creditors.

The IRS, the report discloses, also faulted the sale because a
settlement with the official committee earmarked $3.5 million
exclusively for unsecured creditors and subordinated noteholders.
The IRS contended the transaction was structured as a sale to
confer tax benefits on the lenders while shortchanging the
government.  Were the transfer an abandonment rather than a sale,
the lenders would take the property with LifeCare's lower basis,
thus exposing the lenders to the later payment of gains taxes when
the facilities are sold again.  As a sale, the lenders' basis will
be a higher amount where they might not pay taxes later.  Courts
approve settlements that seemingly violate priority rules using a
theory that the money earmarked for unsecured creditors is
property belonging to lenders, not property of the bankrupt
company.  Lenders often settle with a creditors' committee when
faced with a threat of lawsuit. An argument could be made that the
creditors were pursuing claims belonging to the bankrupt company,
with the result that settlement proceeds should be estate property
distributed according to bankruptcy priorities.

Mr. Rochelle points out that if the settlement structure weren't
permitted, many of today's bankruptcies would have no
distributions for unsecured creditors.  It is unclear whether the
IRS will go ahead with an appeal to a federal district judge in
the absence of a stay pending appeal.  The IRS has the right to
seek a stay from district court after being denied a stay in
bankruptcy court.  The government appealed approval of the Chapter
11 plan for former solar-panel maker Solyndra LLC, contending the
primary purpose was tax avoidance.  The government dropped the
appeal in December when the bankruptcy and district courts both
denied stays pending appeal.

Mr. Rochelle also notes that the tax issue arising in the LifeCare
case doesn't occur in other cases where companies in Chapter 11
have sufficient unused tax losses to offset gains.

As a result of the settlement with lenders, unsecured LifeCare
creditors are to receive $1.5 million from which they estimate
having a 7.5 percent cash recovery.  The settlement gives
$2 million cash to subordinated noteholders, for a 1.7 percent
recovery.  The senior lenders provided another $150,000 for the
creditors' lawyers.  The lenders were owed about $355 million on a
secured credit facility with JPMorgan Chase Bank NA as agent.

                         About LifeCare

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

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

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

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

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

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

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


LIONS GATE: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Santa
Monica, Calif.-based Lions Gate Entertainment Corp, including the
corporate credit rating to 'B+' from 'B'.  The outlook is stable.

"The upgrade reflects the significant improvement in Lions Gate's
credit metrics since it closed on the acquisition of Summit
Entertainment in 2012," said Standard & Poor's credit analyst
Naveen Sarma.  Leverage improved to 4.3x as of March 31, 2013,
from over 40x for the same period last year, pro forma for the
repayment of the company's $65 million Pennsylvania loan.  "Our
debt calculation includes $404 million in production loans.  In
addition, discretionary cash flow to debt has grown to 20% from a
negative figure in 2012.  We expect that the company will at least
maintain current credit measures, and will likely modestly improve
them over the next two years.  We believe this improvement will
stem from continued success of the Hunger Games franchise, growth
in more predictable television production revenues, and a
continuation in the company's strategy of giving up some film
revenue upside to temper per film cost exposure".

The stable outlook reflects S&P's view that discretionary cash
flow to debt will remain above 20% through fiscal 2016 (ending
March 31, 2016).  The rating and outlook are predicated on the
company continuing to develop and acquire additional successful
film franchises and grow its TV production revenues.  S&P expects
quarterly earnings and cash flow to still fluctuate widely,
depending on the timing and success of new releases.  S&P views an
upgrade as unlikely over the next few years.

S&P could lower its rating if the company were to deviate from its
current strategy of focusing on moderate-cost films (along with
selected franchise films).  This could result in more earnings and
cash flow volatility.  Additionally, a significant debt-financed
acquisition that pushes discretionary cash flow to debt below 20%,
with no prospects for returning above 20%, could result in a
downgrade.  S&P would lower its ratings if the company were to
initiate any shareholder-favoring actions.

S&P could consider an upgrade if the company broadens its ongoing
base of cash flow.  This includes developing new film franchises
that register box office success following the conclusion of the
current franchises, ensuring healthy ongoing EBITDA and positive
discretionary cash flow.  Profitable growth of the TV production
segment, which could reduce earnings volatility and improve
margins, also could contribute to an upgrade scenario.  The TV
production segment would likely need to grow significantly to
offer a meaningful cushion to feature film volatility.


LOUBAT EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Loubat Equipment Co., Inc.
          dba Loubat Food Service Equipment Supplies & Design
        4141 Bienville Avenue
        New Orleans, LA 70119

Bankruptcy Case No.: 13-11658

Chapter 11 Petition Date: June 13, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Debtor's Counsel: Albert J. Derbes, IV, Esq.
                  THE DERBES LAW FIRM, L.L.C.
                  3027 Ridgelake Drive
                  Metairie, LA 70002
                  Tel: (504) 837-1230
                  Fax: (504) 832-0322
                  E-mail: ajdiv@derbeslaw.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 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/laeb13-11658.pdf

The petition was signed by Christine T. Briede, president.


MARINAS INTERNATIONAL: Has Green Light to Access Funds
------------------------------------------------------
Reagan Haynes, writing for TradeOnlyToday.com, reports that Judge
Kevin Gross at a hearing on Friday authorized Marinas
International Consolidated GP LLC to access funds so it can
continue operations while in Chapter 11 restructuring.  Judge
Gross said allowing the company to access its funds to continue
operations was "in the best interests of the debtors, their real
estates and creditors," according to court documents filed Friday
in U.S. Bankruptcy Court in Delaware.

             About Marinas International Consolidated

Marina owner and operator Marinas International Consolidated LP
filed for Chapter 11 reorganization (Bankr. D. Del. Case No.
13-bk-11489) on June 10, 2013, estimating between $1 million and
$10 million in assets, and between $10 million and $50 million in
liabilities.

The Dallas-based company operates 11 marinas across the United
States.  Managed properties include the Manasquan River Club and
the Crystal Point Yacht Club, both on the Manasquan Inlet in New
Jersey.  In Texas, properties include Pier 121 Marina on
Lewisville Lake near Dallas.

Stan Johnson and Marshall Funk own 90 percent of the company.

Affiliates that filed separate Chapter 11 petitions are Marinas
International Consolidated II LP and Marinas International
Consolidated II - Ouachita LP.

Judge Kevin Gross oversees the bankruptcy cases.  Christopher A.
Ward, Esq., at Polsinelli PC, serves as the Debtors' counsel.  The
petition was signed by Jo Wilsmann, chief financial officer.

The company signed Rust Consulting/Omni Bankruptcy as notice,
claims and balloting agent for the Debtors.


MERIDIAN SUNRISE: U.S. Bank Balks at Confirmation of Plan
---------------------------------------------------------
U.S. Bank National Association -- as member of Classes 2, 3 and 4
of the First Amended Plan of Reorganization filed by Meridian
Sunrise Village LLC -- asks the Bankruptcy Court to deny
confirmation of the Plan because, among other things:

   1. the Plan provisions, singly and in combination, are
      outrageously out of market;

   2. the Plan is not feasible;

   3. the Plan does not satisfy the "best interests" test of
      11 U.S.C. Section 1129(a)(7); and

   4. the Plan does not meet the fair and equitable standard for
      cram down.

As reported by the Troubled Company Reporter on June 4, 2013,
the Hon. Brian D. Lynch was slated to convene an evidentiary
hearing commencing on June 17, 2013, at 9:30 a.m., to determine
whether or not to confirm Meridian Sunrise Village's First Amended
Plan.

According to the First Amended Disclosure Statement, the Plan
provides that the Debtor will continue to own, manage and operate
its shopping center property and continue the lease-up process
after the Effective Date in the ordinary course of business.

All claims that are allowed by the Court will be paid in full.
Holders of Claims secured by the real property and improvements
owned by the Debtor will retain their liens on and security
interests in such property until their claims are fully paid.
Unsecured creditors will also be paid in full over time, with
interest on their claims.  The Debtor's members will retain their
equity interests in the Debtor going forward.

The distributions under the Plan will be made from amounts
generated from operations of the Reorganized Debtor.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/MERIDIAN_SUNRISE_1amendedds.pdf

                About Meridian Sunrise Village LLC

Meridian Sunrise Village LLC filed a Chapter 11 petition (Bankr.
W.D. Wash. Case No. 13-40342) in Tacoma, Washington, on Jan. 18,
2013.  The Debtor, a single asset real estate under 11 U.S.C. Sec.
101(51B), disclosed $70.6 million in total assets and
$65.9 million in total liabilities in its schedules.  James L.
Day, Esq., at Bush Strout & Kornfeld LLP represents the Debtor.

The Debtor owns the property known as the New Meridian Sunrise
Village in 10507 156th St. E. Puyallup, Washington.  The Debtor
has valued the property at $70 million, which property secures
debt of $64.4 million to U.S. Bank, National Association.  A copy
of the schedules attached to the petition is available at
http://bankrupt.com/misc/wawb13-40342.pdf

Alan D. Smith -- ADSmith@perkinscoie.com -- and Brian A. Jennings,
WSBA -- BJennings@perkinscoie.com -- at Perkins Coie, LLP
represent U.S. Bank National Association, as administrative agent.


MERRIMACK PHARMACEUTICALS: Stockholders Elect Nine Directors
------------------------------------------------------------
At the 2013 annual meeting of stockholders of Merrimack
Pharmaceuticals, Inc., held on June 11, 2013, the Company's
stockholders elected nine directors each for a one year term
ending at the Company's 2014 annual meeting of stockholders,
namely:

   (1) Robert J. Mulroy;
   (2) Gary L. Crocker;
   (3) James van B. Dresser;
   (4) Gordon J. Fehr;
   (5) John Mendelsohn, M.D.;
   (6) Sarah E. Nash;
   (7) Michael E. Porter, Ph.D.;
   (8) James H. Quigley; and
   (9) Anthony J. Sinskey, Sc.D.

The selection of PricewaterhouseCoopers LLP as the Company's
independent registered public accounting firm for the fiscal year
ending Dec. 31, 2013, was ratified.

                          About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

Merrimack Pharmaceuticals disclosed a net loss of $91.75 million
in 2012, following a net loss of $79.67 million in 2011.  The
Company incurred a $50.15 million net loss in 2010.  The Company's
balance sheet at March 31, 2013, showed $127.32 million in total
assets, $159.46 million in total liabilities, a $32.06 million
total stockholders' deficit, and a $73,000 non-controlling
deficit.


MICROMED TECHNOLOGY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: MicroMed Technology, Inc., a Delaware corporation
        8965 Interchange Drive
        Houston, TX 77054

Bankruptcy Case No.: 13-11525

Chapter 11 Petition Date: June 13, 2013

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: Brett D. Fallon, Esq.
                  MORRIS JAMES, LLP
                  500 Delaware Avenue, Suite 1500
                  P.O. Box 2306
                  Wilmington, DE 19899-2306
                  Tel: (302) 888-6888
                  Fax: (302) 571-1750
                  E-mail: bfallon@morrisjames.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/deb13-11525.pdf

The petition was signed by Dennis L. Winans, director.


MJM STAMFORD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: MJM Stamford Hardware, LLC
        171 Stillwater Avenue
        Stamford, CT 06902

Bankruptcy Case No.: 13-50917

Chapter 11 Petition Date: June 12, 2013

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Ira B. Charmoy, Esq.
                  ZELDES NEEDLE & COOPER
                  1000 Lafayette Blvd., P.O. Box 1740
                  Bridgeport, CT 06601
                  Tel: (203) 333-9441
                  Fax: (203) 333-1489
                  E-mail: icharmoy@znclaw.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
is available for free at http://bankrupt.com/misc/ctb13-50917.pdf

The petition was signed by Miguel Juarez, member.


MOUNTAIN PROVINCE: Shareholders Elect Seven Directors
-----------------------------------------------------
At the 2013 annual meeting of shareholders of Mountain Province
Diamonds Inc. which was held on June 12, 2013, the shareholders
elected Jonathan Comerford, Patrick Evans, Bruce Dresner,
Elizabeth Kirkwood, Peeyush Varshney, Carl Verley and David
Whittle as directors.

Following the Annual Meeting, Ms. Kirkwood informed the Board of
her decision to resign from the Board for personal reasons.

Mr. Jonathan Comerford, said: "Ms. Kirkwood has been a director of
Mountain Province for more than 10 years and has contributed
significantly to the success of the Company.  We thank her for her
many contributions and wish her success in all her endeavours."
The resulting vacancy on the Board will be filled by the
Corporation in accordance with its By-Laws and the provisions of
the Ontario Business Corporations Act.

                      About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49% interest in the Gahcho Kue Project.

Mountain Province disclosed a net loss of C$3.33 million for the
year ended Dec. 31, 2012, a net loss of C$11.53 million in 2011,
and a net loss of C$14.53 million in 2010.

"The Company's primary mineral asset is in the exploration and
evaluation stage and, as a result, the Company has no source of
revenues.  In each of the years December 31, 2012, 2011 and 2010,
the Company incurred losses, and had negative cash flows from
operating activities, and will be required to obtain additional
sources of financing to complete its business plans going into the
future.  Although the Company had working capital of $46,653,539
at December 31, 2012, including $47,693,693 of cash and cash
equivalents and short-term investments, the Company has
insufficient capital to finance its operations and the Company?s
costs of the Gahcho Kue Project (Note 7) over the next 12 months.
The Company is currently investigating various sources of
additional funding to increase the cash balances required for
ongoing operations over the foreseeable future.  These additional
sources include, but are not limited to, share offerings, private
placements, credit and debt facilities, as well as the exercise of
outstanding options.  However, there is no certainty that the
Company will be able to obtain financing from any of those
sources.  These conditions indicate the existence of a material
uncertainty that results in substantial doubt as to the Company's
ability to continue as a going concern," according to the
Company's annual report for the period ended Dec. 31, 2012.


MPG OFFICE: Reclassifies Results of US Bank Tower and Westlawn
--------------------------------------------------------------
MPG Office Trust, Inc., has restated its consolidated financial
statements and related notes for the three-year period ended
Dec. 31, 2012, as reported in Part II, Item 8 of its annual report
on Form 10-K filed with the Securities and Exchange Commission on
March 18, 2013, to reflect the reclassification of the results of
operations of US Bank Tower and the Westlawn off-site parking
garage to discontinued operations in the Company's quarterly
report on Form 10-Q filed with the SEC on May 9, 2013.  The
reclassification of the results of operations of US Bank Tower and
the Westlawn off-site parking garage had no effect on the
Company's historical reported consolidated balance sheets, net
income (loss), earnings (loss) per share, or statements of
comprehensive income/(loss), deficit and cash flows as of and for
the three-year period ended Dec. 31, 2012.  A copy of the restated
financial statements is available for free at http://is.gd/m0HgSA

                       About MPG Office Trust

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

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

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

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

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

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

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


MPG OFFICE: Amends 135,526 Shares Resale Prospectus
---------------------------------------------------
MPG Office Trust, Inc., filed with the U.S. Securities and
Exchange Commission a post-effective amendment to its registration
statement relating to the potential sale of up to 135,526 shares
of the Company's common stock by Robert F. Maguire III, Maguire
Partners BGHS, LLC, Bunker Hill Equity, LLC, Maguire Partners -
Investments, LLC, and Thomas Master Investments, LLC, should they
exchange their units representing common limited partnership
interests, or common units, in MPG Office, L.P., or the operating
partnership, for the Company's common stock.

The Company is registering the potential resale of the applicable
shares of the Company's common stock to provide the selling
stockholders with freely tradable securities.

The Company will receive no proceeds from any issuance of the
shares of its common stock to the selling stockholders in exchange
for common units or from any sale of those shares by the selling
stockholders, but the Company has agreed to pay certain
registration expenses.

The Company's common stock currently trades on the New York Stock
Exchange, under the symbol "MPG."  On June 11, 2013, the last
reported sales price of the Company's common stock on the NYSE was
$3.12 per share.

A copy of the amended prospectus is available for free at:

                        http://is.gd/USPKb0

                      About MPG Office Trust

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

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

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

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

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

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

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


NATIONAL ENVELOPE: Won't Lay Off Workers at Appleton Facility
-------------------------------------------------------------
Joe Taschler, writing for the Milwaukee (Wis.) Journal Sentinel,
reports, that Frisco, Texas-based National Envelope said Friday it
will not have to lay off workers at its Appleton facility after
securing financing to continue operating in bankruptcy.

"We did secure financing and we have no plans to close facilities
or conduct layoffs," a company spokeswoman said in an e-mail.

National Envelope had filed a layoff notice with the Wisconsin
Department of Workforce Development earlier this month that it
would be cutting 153 jobs in Appleton as a result of the
bankruptcy filing.

National Envelope said that if by Aug. 6 it could not secure
additional financing or find a buyer who would continue to operate
the business, it would have been forced to discontinue operations
in Appleton and 10 other sites in the United States.

"National Envelope has obtained a commitment for debtor-in-
possession (DIP) financing of $65 million from Salus Capital
Partners, subject to approval by the Court. This will provide the
company with the working capital necessary to continue day-to-day
operation of the business," the company said in a statement.
"National Envelope has retained the Business Recovery Service
group of PricewaterhouseCoopers to advise and assist it on
strategic alternatives, including the sale of assets as a going
concern and development of a plan of reorganization."

                    About National Envelope

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

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

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

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

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

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

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


NATIONAL HOLDINGS: Has Compensation Plan for Co-Chairman and CEO
----------------------------------------------------------------
National Holdings Corporation entered into a Co-Executive Chairman
and Chief Executive Officer Compensation Plan with Mark D. Klein,
providing for the terms of his employment as Co-Executive Chairman
and Chief Executive Officer for a period beginning Jan. 25, 2013,
and ending on Sept. 30, 2015.  Mr. Klein will initially receive a
base salary $1.00 per annum.  From and after Sept. 30, 2013, Mr.
Klein's base salary for the remainder of the Term will be as
determined by the Compensation Committee of the Board of Directors
of the Company who will review Mr. Klein's base salary no less
frequently than each fiscal year.  Mr. Klein will be eligible for
an annual bonus for each fiscal year of the Term as determined by
the Compensation Committee.  During the Term, Mr. Klein will serve
as a member of the Executive Committee of the Company.

Mr. Klein received a grant of fully vested, nonforfeitable,
nonqualified stock options to purchase 5,700,000 shares of common
stock of the Company, of which (i) options to purchase 1,900,000
shares of common stock have an exercise price of $0.50 per share;
(ii) options to purchase 1,900,000 shares of common stock have an
exercise price of $0.70 per share; and (iii) options to purchase
1,900,000 shares of common stock have an exercise price of $0.90
per share.  The options expire on Sept. 30, 2020.

A copy of the Compensation Plan is available for free at:

                        http://is.gd/ml2u2C

                      About National Holdings

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.

The Company incurred a net loss of $1.93 million for the year
ended Sept. 30, 2012, compared with a net loss of $4.71 million
during the prior year.  The Company's balance sheet at March 31,
2013, showed $23.85 million in total assets, $12.88 million in
total liabilities and $10.97 million in total stockholders'
equity.

Sherb & Co., LLP, in Boca Raton, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred significant losses and has a working
capital deficit as of Sept. 30, 2012, that raise substantial doubt
about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"Our independent public accounting firm has issued an opinion on
our consolidated financial statements that states that the
consolidated financial statements were prepared assuming we will
continue as a going concern and further states that our recurring
losses from operations, stockholders' deficit and inability to
generate sufficient cash flow to meet our obligations and sustain
our operations raise substantial doubt about our ability to
continue as a going concern.  Our future is dependent on our
ability to sustain profitability and obtain additional financing.
If we fail to do so for any reason, we would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code."


NE OPCO: Secures $65MM Financing & Won't Close Plants
-----------------------------------------------------
The Dallas Morning News reports that National Envelope said it
obtained more than $65 million to avoid closing any facilities or
laying off any employees.  The Frisco, Texas-based company said in
a June 7 letter to the Texas Workforce Commission that it was
preparing to close its 11 locations across the country if it did
not secure "sufficient additional financing necessary to continue
operations" by Aug. 6 "and/or sell all or substantially all of the
assets of the company to an entity that will continue to operate
the business."

According to the report, National Envelope spokeswoman Kim Lehere
said in an email that the company is still looking for a buyer and
has several interested parties.  With several interested potential
buyers, the company has said it is anticipating a smooth sale
process.

                    About National Envelope

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

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

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

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

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

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

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


NEXT 1 INTERACTIVE: Incurs $4.2 Million Net Loss in Fiscal 2013
---------------------------------------------------------------
Next 1 Interactive, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss attributable to the Company of $4.19 million on $987,115
of total revenues for the year ended Feb. 28, 2013, as compared
with a net loss attributable to the Company of $13.65 million on
$1.29 million of total revenues for the year ended Feb. 29, 2012.

As of Feb. 28, 2013, the Company had $4.58 million in total
assets, $13.70 million in total liabilities and a $9.11 million
total stockholders' deficit.

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Feb. 28, 2013.  The independent auditors noted
that the Company has incurred losses of $4,233,102 for the year
ended Feb. 28, 2013, and the Company had an accumulated deficit of
$71,193,862 and a working capital deficit of $13,371,094 at
Feb. 28, 2013.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

                         Bankruptcy Warning

"If we continue to experience liquidity issues and are unable to
generate revenue, we may be unable to repay our outstanding debt
when due and may be forced to seek protection under the federal
bankruptcy laws."

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

                        http://is.gd/mY3syt

                      About Next 1 Interactive

Weston, Fla.-based Next 1 Interactive, Inc., is the parent company
of RRTV Network (formerly Resort & Residence TV), Next Trip -- its
travel division, and Next One Realty -- its real estate division.
The Company is positioning itself to emerge as a multi revenue
stream "Next Generation" media-company, representing the
convergence of TV, mobile devices and the Internet by providing
multiple platform dynamics for interactivity on TV, Video On
Demand (VOD) and web solutions.  The Company has worked with
multiple distributors beta testing its platforms as part of its
roll out of TV programming and VOD Networks.  The list of multi-
system operators the Company has worked with includes Comcast,
Cox, Time Warner and Direct TV.  At present the Company operates
the Home Tour Network through its minority owned/joint venture
real estate partner -- RealBiz Media.  As of July 17, 2012, the
Home Tour Network features over 4,300 home listings in four cities
on the Cox Communications network.


NGTECH LLC: Case Summary & 5 Unsecured Creditors
------------------------------------------------
Debtor: NGTech, LLC
        116 S. Arlington Heights Road
        Arlington Heights, IL 60005

Bankruptcy Case No.: 13-24287

Chapter 11 Petition Date: June 12, 2013

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Lester A. Ottenheimer, III, Esq.
                  OTTENHEIMER LAW GROUP, LLC
                  750 Lake Cook Rd ? Ste. 140
                  Buffalo Grove, IL 60090
                  Tel: (847) 520-9400
                  Fax: (847) 520-9410
                  E-mail: lottenheimer@olawgroup.com

Scheduled Assets: $711,641

Scheduled Liabilities: $2,071,789

A copy of the Company's list of its five unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/ilnb13-24287.pdf

The petition was signed by Lalit Deo, managing member.


NPC INT'L: Wendy's Franchisee Deal No Impact on Moody's Ratings
---------------------------------------------------------------
Moody's says NPC International, Inc.'s ratings and stable outlook
are currently unaffected by its June 13, 2013 announcement that it
had entered into an Asset Purchase Agreement (APA) with a
subsidiary of The Wendy's Company to acquire up to 24 Wendy's
restaurants for $9.3 million, plus amounts for working capital and
initial franchise fees.

The principal methodology used in rating NPC 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.

NPC International, Inc. is the largest Pizza Hut franchisee
operating 1,232 stores in 28 states with concentration in the
Midwest and Southeastern United States. Revenue for the latest
twelve month period ended March 31, 2013 approached $1.1 billion.

On November 12, 2012, Moody's changed NPC's ratings outlook to
stable from negative and assigned a Ba3 rating to the company's
proposed $100 million revolving credit facility due 2017. In
addition, Moody's upgraded the company's Speculative Grade
Liquidity Rating to SGL-2 from SGL-3 and affirmed its B2 Corporate
Family and Probability of Default Ratings.


ORCHARD SUPPLY: Enters Chapter 11 to Sell to Lowe's
---------------------------------------------------
Orchard Supply Hardware Stores has sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11565) on June 17 to facilitate a
restructuring of its balance sheet and a sale of its assets for
$205 million in cash to Lowe's Companies, Inc., absent higher and
better offers.

In addition to the $205 million cash, Lowe's has agreed to assume
payables owed to nearly all of Orchard's supplier partners.

The agreement with Lowe's comprises the initial stalking horse bid
in the Court-supervised auction process under Section 363 of the
Bankruptcy Code.  Under the terms of the agreement, Lowe's would
acquire no less than 60 of Orchard's stores, based on further due
diligence on the store locations.

Orchard expects to complete the sale process in approximately 90
days.  Orchard fully expects to operate its overall business and
the vast majority of its stores as usual during its financial
restructuring.

                         Sale Rules

Orchard currently operates 91 neighborhood hardware and garden
stores primarily located in densely populated markets in
California.  Under the terms of the transaction, Lowe's would
acquire at least 60 of these stores based upon further due
diligence on the locations.

The Debtors will accept other offers for the assets under these
terms:

   -- Parties interested in purchasing the Debtors' assets must
      submit initial bids by Aug. 9, 2013.

   -- In the event a qualified bid is submitted in addition to the
      stalking horse offer by Lowe's, an auction will be conducted
      on Aug. 14, 2013.

   -- A sale hearing will be conducted on or before Aug. 20, 2013.

   -- Lowe's as stalking horse bidder will receive bid protections
      including reimbursement of its reasonable fees of up to
      $850,000 and a break-up fee of $6.15 million in the event it
      is outbid at the auction.

   -- Lenders may seek to credit bid some or all of their claims
      for their respective collateral, although certain lenders
      have signed an agreement not submit a credit bid, subject to
      certain conditions;

                  First-Day Hearing Today

Judge Christopher S. Sontchi will convene a hearing today, June
18, 2013, at 1:00 p.m., Eastern, to consider approval of Orchard
Supply Hardware Stores Corp.'s "first day" motions.

Orchard also has filed a series of first day motions seeking
authority to pay employee wages and benefits, honor customer gift
cards and Club Orchard incentives, and otherwise manage its day-
to-day operations as usual.

Orchard has filed a request to obtain $177 million of DIP
financing.  The DIP facility comprises:

   * $140 million senior secured superpriority revolving credit, a
     $7.1 million senior secured superproriity first in last out
     term loan facility and a $17.2 million senior secured
     superpriority term loan facility from the existing ABL
     lenders.  The $124.3 million of the loans will be available
     on the interim.

   * $12 million in term loans from the existing term loan
     lenders.  The $6 million will be available on an interim
     basis.

The term loans will mature 120 days following the Petition Date.

                     Payments to Suppliers

Orchard expects to pay suppliers in the normal course for all
goods and services delivered on or after June 17.  Payment for
goods and services delivered prior to the filing will be addressed
through the Chapter 11 process.  It is currently expected that the
vast majority of these claims will be assumed by Lowe's as part of
the sale agreement.

                110 Lowe's Stores in California

Lowe's Companies is the world's second largest home improvement
retailer.  Lowe's currently operates 110 stores in California.

With fiscal year 2012 sales of $50.5 billion, Lowe's Companies
http://Lowes.com-- serves approximately 15 million customers a
week at more than 1,750 home improvement stores in the United
States, Canada and Mexico.  Founded in 1946 and based in
Mooresville, N.C., Lowe's is the second-largest home improvement
retailer in the world.

Robert A. Niblock, Chairman, President and CEO of Lowe's, said,
"Orchard's neighborhood stores are a natural complement to Lowe's
strengths in big-box retail, offering smaller-format hardware and
garden stores catering to the needs of local customers.
Strategically, the acquisition will provide us with immediate
access to Orchard's high density, prime locations in attractive
markets in California, where Lowe's is currently underpenetrated,
and will enable us to participate more fully in California's
economic recovery.

              Management Team to Be Retained

Orchard, which generated revenue of $657 million in fiscal 2012,
will operate as a separate, standalone business at the completion
of the sale process, retaining its brand, management team and
associates.  The Company also will benefit from the financial
stability of its new corporate parent which, combined with the
benefits of its balance sheet restructuring, will allow Orchard to
continue its repositioning and growth strategy.

"Orchard has consistently delivered an exceptional shopping
experience for our customers and, as we have executed our
repositioning strategy, has also made significant operational
improvements to ensure that our stores are optimally positioned
for long-term success," said Mark Baker, Orchard President and
Chief Executive Officer.  "The steps we are taking today allow us
to definitively address our balance sheet issues in order to fully
execute on our brand transformation and growth strategies.  We
believe that Lowe's offer is a validation of Orchard's unique
market opportunity and of our strategy to capture it.  We are
confident the steps we are taking today will allow us to achieve
our financial and operational goals and are certain we are making
the right decision both for our business and for the many
individuals and families who depend on Orchard."

                       About Orchard Supply

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

Orchard's customers and suppliers can access additional
information about the Company's Chapter 11 filing on its dedicated
website, http://www.OrchardRestructuring.com

Orchard also has established a supplier support center, which may
be reached at 855-529-6819 or suppliers@osh.com

Orchard is advised in this transaction by Moelis & Company, FTI
Consulting, and DLA Piper.  Goldman Sachs is acting as financial
advisor to Lowe's, while Hunton & Williams LLP is acting as legal
advisor.


ORCHARD SUPPLY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Affiliated entities filing separate Chapter 11 petitions:

     Debtor                                            Case No.
     ------                                            --------
Orchard Supply Hardware Stores Corporation             13-11565
   6450 Via Del Oro
   San Jose, CA 95119
Orchard Supply Hardware LLC                            13-11566
OSH Properties LLC                                     13-11567

Chapter 11 Petition Date: June 16, 2013

Bankruptcy Court: United States Bankruptcy Court
                  District of Delaware

Bankruptcy Judge: Hon. Christopher S. Sontchi

Debtors' Counsel:  Stuart M. Brown, Esq.
                   DLA PIPER LLP (US)
                   919 North Market Street, Suite 1500
                   Wilmington, DE 19801
                   Telephone: (302) 468-5700
                   Facsimile: (302) 394-2341
                   E-mail: stuart.brown@dlapiper.com

                        - and -

                   Richard A. Chesley, Esq.
                   Chun I. Jang, Esq.
                   Daniel M. Simon, Esq.
                   DLA PIPER LLP (US)
                   203 N. LaSalle Street, Suite 1900
                   Chicago, IL 60601
                   Telephone: (312) 368-4000
                   Facsimile: (312) 236-7516
                   E-mail: richard.chesley@dlapiper.com
                           chun.jang@dlapiper.com
                           daniel.simon@dlapiper.com

Debtors'
Investment
Banker:            MOELIS & COMPANY LLC

Debtors'
Financial
Advisors:          FTI CONSULTING, INC.
                   Leigh Parrish (Media Contact)
                   Tel: 212-850-5651
                   E-mail: leigh.parrish@fticonsulting.com

                        - and -

                   Matt Gross (Investors Contact)
                   Tel: 212-850-5659
                   E-mail: matthew.gross@fticonsulting.com

Debtors' Real
Estate Advisors:   A&G REALTY PARTNERS, LLC

Debtors' Claims
& Noticing Agent:  BMC GROUP INC.

Total Assets: $441,028,000

Total Debts:  $480,144,000

The petition was signed by Michael W. Fox, Senior Vice President
and General Counsel.

ACOF I, LLC owns 100% of the Debtors' Class C Common Stock.

ESL Investments, Inc. and related persons, as a group, owns (i)
8.6% of the Debtors' Class A Common Stock and (ii) 39.2% of the
Debtors' Series A Preferred Stock.

Consolidated List of Creditors Holding the 20 Largest Unsecured
Claims:

  Entity                        Nature of Claim   Claim Amount
  ------                        ---------------   ------------
Kawahara Nursery Inc.           Trade               $1,467,048
PO Box 1358
Morgan Hill, CA 95037

The Scotts Company Inc.         Trade                 $910,483
PO Box 93211
Chicago, IL 60673-3211

Milwaukee Electric Tool         Trade                 $790,195
12069 Collection Center D
Chicago, IL 60693

Richard W Wilson (Colorama)     Trade                 $756,693
DBA Colorama Wholesale NU
1025 North Todd Avenue
Azusa, CA 91702

Hillman Group Inc.              Trade                 $745,773
PO Box 532582
Atlanta, GA 30353-2582

Jordan Manufacturing            Trade                 $679,091
1200 S. Sixth St.
Monticello, IN 47960

Blue Rhino Corp.                Trade                 $637,256
PO Box 31001-1362
Pasadena, CA 91110-1362

Sears Brands Management Corp.   Trade                 $585,348
2751 Momentum Place
LOCKBOX 232751
Chicago, IL 60689-5327

Jensen-Byrd Co Inc.             Trade                 $571,930
DBA Jensen Distribution S
310-324 W Riverside Ave.
Spokane, WA 99220

General Electric Company        Trade                 $546,467
ACCT GE Lighting
2267 Collections Center D
Chicago IL 60693

L&L Nursery Supply Inc.         Trade                 $514,051
DEPT 0154
Los Angeles, CA 90084-015

Big Time Products               Trade                 $491,570
PO Box 162967
Atlanta, GA 30321-2967

Hong Kong Sunrise Trading Co.   Trade                 $447,929
319 Oates Rd. Ste C
Mooresville, NC 28117

H D Hudson Manufacturing        Trade                 $357,990
31004 Network Place
Chicago, IL 60673-1310

Corona Clipper Company In.      Trade                 $357,350
22440 Temescal Canyon Rd.
Corona, CA 92883-4103

First Alert, DBA Lehigh Group   Trade                 $352,252
5558 Reliable Parkway
Chicago, IL 60686-0055

Commerce LLC                    Trade                 $326,935
PO Box 64384
Baltimore, MD 21264-4384

NDS Inc.                        Trade                 $324,907
6228 Reliable Parkway
Chicago, IL 60686

Makita USA Inc.                 Trade                 $323,491
PO Box 513760
Los Angeles, CA 90051-376

Libman Co                       Trade                 $315,588
5167 Eagle Way
Chicago, IL 61678-1051


PATRIOT COAL: Disputes UMWA Characterization of Negotiations
------------------------------------------------------------
Patriot Coal Corporation responded to the press release issued by
the United Mine Workers of America concerning negotiations between
Patriot and the UMWA.  Contrary to the UMWA's assertion, Patriot
has not "walked out" of negotiations with the UMWA.  In fact, the
Company only learned that next week's planned negotiating meetings
were cancelled from the UMWA's press release.  Patriot continues
to be ready to reach a consensual agreement.

"The press release issued by the UMWA is inaccurate and
distorted," stated Patriot President and Chief Executive Officer
Ben Hatfield.  "Patriot has been working diligently with the UMWA
in efforts to address their concerns about the contractual changes
found to be necessary, fair and equitable by the Bankruptcy Court.
If our goal was to force acceptance of the court-approved contract
as is, no further discussions would have been necessary, as that
option has been available to us since May 29.  Instead, we have
offered up millions of dollars in additional contract
enhancements, including wage increases, healthcare improvements,
life insurance, and paid personal time off.  The two-day recess in
negotiations that the Company requested for the current week was
needed for financial analysis of UMWA demands that Patriot roll
back the majority of cost relief approved by the Bankruptcy Court.
It remains the assessment of Patriot management that agreeing to
the UMWA's demands would sacrifice any chance of making the
Company viable."

On May 29, 2013, U.S. Bankruptcy Judge Kathy Surratt-States
granted Patriot's motion under sections 1113 and 1114 of the
Bankruptcy Code.  The Court authorized Patriot to implement
proposals that would adjust employee wages and benefits to a level
consistent with the regional market, and transition retiree
healthcare obligations to a VEBA.  The VEBA would be funded with
hundreds of millions of dollars, consisting of (1) a 35 percent
ownership stake in the reorganized company which the UMWA would
monetize for a substantial cash contribution, (2) an initial cash
contribution of $15 million, (3) royalty contributions for every
ton of coal produced by Patriot and (4) profit-sharing payments.
Despite being under no obligation to do so, Patriot has
voluntarily continued to bargain with the UMWA in an effort to
reach a consensual agreement on terms more favorable to the UMWA
than the proposals approved by the Court.

"In these continuing discussions, Patriot has offered substantial
improvements for our UMWA employees that result in a wage and
benefit package that is clearly favorable to the regional labor
market," Hatfield said.  "However, we cannot support UMWA demands
for changes in the court-approved contract that would increase
Patriot losses by over $40 million per year in 2013, 2014, and
2015.  If we did, Patriot would not emerge from bankruptcy."
"Patriot continues to respect the need for confidentiality in the
negotiations if the parties are to make progress," Hatfield
continued.  "Unlike the UMWA, we will not grandstand in the media
or issue press releases filled with distortions about the parties'
discussions.  Rather than spending time on such theatrics, we are
hopeful that the UMWA will return to the negotiating table and
work toward a solution that allows Patriot to survive and continue
to provide 4,000 jobs and meaningful healthcare benefits for
thousands of retirees and their families."
The UMWA has threatened to strike if Patriot implements the
proposals approved by the Court.  Commenting on the possibility of
a strike, Hatfield noted: "A strike would put the company on a
path to liquidation, which is the worst possible outcome for UMWA
employees and retirees.  Patriot's unionized work force would be
left with limited job opportunities in a difficult coal market,
and our UMWA retirees would likely be left with zero healthcare
coverage.  We are disappointed that President Roberts appears to
be ignoring the painful lessons of the Hostess bankruptcy, where
the intransigence of union leaders resulted in the company's
liquidation and the loss of more than 18,000 jobs.  It is critical
that the UMWA agrees to continue productive negotiations if this
devastating outcome is to be avoided."

                         About Patriot Coal

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

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

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

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

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


PATRIOT COAL: 10-Month Legal Tab Hits $57.7 Million
---------------------------------------------------
Paul J. Nyden, writing for the Saturday Gazette-Mail, reports that
Patriot Coal spent $57.7 million on "professional fees" during the
10 months between July 2012, when the company filed for Chapter 11
bankruptcy, and April 2013.  Those fees, which include payments
made to lawyers and financial advisers, are listed in monthly
bankruptcy statements Patriot files in the U.S. Bankruptcy Court
for the Eastern District of Missouri. The company has not yet
filed its monthly operating report for May.

The report notes Phil Smith, spokesman for the United Mine Workers
of America, said the union has spent only a fraction of that
amount on paying lawyers during its ongoing dispute with Patriot
about wages and benefits for working miners and retirees.  He said
he did not have specific figures about the union's legal expenses.

The report also relates Janine Orf, Patriot's vice president of
investor relations, said legal fees "are a necessary part of a
major bankruptcy case, particularly one as large and complicated
as Patriot's, where there are billions of dollars of assets and
liabilities at issue.

"Clearly, a successful reorganization is critical to Patriot's
survival and to saving 4,000 jobs. Patriot has been and will be
challenged during this process by parties seeking to protect their
interests, and the company must, of course, be adequately
represented.

"Patriot's fees are subject to review by the parties in the case,
including the court," Ms. Orf told the Gazette-Mail on Friday.

                        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.


PAUL PULLO: Involuntary Chapter 11 Case Summary
-----------------------------------------------
Alleged Debtor: Paul J. Pullo
                180 Country Club Drive
                Manhasset, NY 11030

Case Number: 13-43602

Involuntary Chapter 11 Petition Date: June 12, 2013

Related entity also subject to involuntary Chapter 11 petition:

  Alleged Debtor               Case No.
  --------------               --------
Gene V. Pullo                  13-43603

Court: Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Petitioners' Counsel: James Sulllivan, Esq.
                      MOSES & SINGER LLC
                      405 Lexington Avenue
                      New York, NY 10174

                      Craig A. Wolfe, Esq.
                      KELLEY DRYE & WARREN LLP
                      101 Park Avenue
                      New York, NY 10178
                      Tel: (212) 808-5073
                      Fax: (212) 808-7897
                      E-mail: cwolfe@kelleydrye.com

Alleged creditors who signed the involuntary petitions:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Limited Term New York    Guaranteed claim       $670,000
Municipal Fund
350 Linden Oaks
Rochester, NY 14625

Rochester Fund           Guaranteed Claim       $8,405,000
Municipals
350 Linden Oaks
Rochester, NY 14625
    
Seedco Financial         Guaranteed Claim       $1,430,656
Services, Inc.
915 Broadway
18th Floor
New York, NY 10010

Official Committee of    A/R and Causes of      $21,520
Unsecured Creditors of   Action
Metro Fuel Corp., et al.

Related entities of the Debtor that sought Chapter 11 protection
on Sept. 27, 2102:


   Debtor                              Case No.
   ------                              --------
Metro Fuel Oil Corp.                   12-46913
Metro Terminals Corp.                  12-46914
Metro Terminals Long Island, LLC       12-46915
Apollo Petroleum Transport, Inc.       12-46922
Apollo Petroleum Transport, LLC        12-46919
Apollo Pipeline, LLC                   12-46921
Kings Land Realty, Inc.                12-46920
Metro Biofuels, LLC                    12-46916
Metro Energy Group, LLc                12-46917
Metro Plumbing Services Corp.          12-46918


PEACH STATE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Peach State Restaurants, LLC d/b/a Einsteins
        1119 Logan Circle NE
        Atlanta, GA 30318

Bankruptcy Case No.: 13-63081

Chapter 11 Petition Date: June 13, 2013

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

Debtors' Counsel: Mathew A. Schuh, Esq.
                  BUSCH SLIPAKOFF & SCHUH, LLP
                  3330 Cumberland Boulevard, Suite 300
                  Atlanta, GA 30339
                  Tel: (770) 790-3550
                  Fax: (770) 790-3520
                  E-mail: mschuh@bssfirm.com

Scheduled Assets: $505,873

Scheduled Liabilities: $10,161,262

Affiliates that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Political Concepts, LLC                 13-63087
   dba Joes on Juniper
  Assets: $147,599
  Liabilities: $2,418,457
Vinings Dining, LLC                     13-63089
   dba Garrisons
  Assets: $121,431
  Liabilities: $2,444,019
Mystical Pizza, LLC                     13-63090
   dba Metrotainment Bakery and Sugar Shack
  Assets: $101,688
  Liabilities: $2,284,832

The petitions were signed by Jeffrey R. Landau, manager member.

A. A copy of Peach State Restaurants' list of its 20 largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/ganb13-63081.pdf

B. A copy of Political Concepts' list of its 20 largest unsecured
creditors filed with the petition is available for free at
http://bankrupt.com/misc/ganb13-63087.pdf

C. A copy of Vinings Dining's list of its 20 largest unsecured
creditors filed with the petition is available for free at
http://bankrupt.com/misc/ganb13-63089.pdf

D. A copy of Mystical Pizza's list of its 20 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ganb13-63090.pdf


PENINSULA HOSPITAL: Ch.11 Trustee to Hire 403(b) Plan Manager
-------------------------------------------------------------
Lori Lapin Jones, as Chapter 11 Trustee of the estates of
Peninsula Hospital Center and Peninsula General Nursing Home Corp.
d/b/a Peninsula Center for Extended Care & Rehabilitation, asks
the U.S. Bankruptcy Court for permission to employ:

     -- Gregory Messer as an independent fiduciary for the
        Debtors' 403(b) tax deferred retirement plan; and

     -- Northeast Retirement Services, Inc. as the replacement
        plan administrator of the Debtors' 403(b) tax deferred
        retirement plan.

Gregory Messer attests that he is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

The responsibilities of the Plan Fiduciary will include, as
necessary, amending or modifying the Plan, terminating the Plan,
signing and approving the forms for filing with the Internal
Revenue Service, and coordinating with NRS.

Mr. Messer will also be among those communicating with employees,
if needed.  In addition, Mr. Messer will address Plan issues as
they arise including any issues with respect to the underfunding.

The Chapter 11 Trustee proposes that Mr. Messer be compensated
from the Plan Assets in the amount of $20,000, plus reimbursement
of any out-of-pocket expenses (e.g., copying and postage, premiums
on insurance coverage).

Thomas Forese, Jr., President of NRS, attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

NRS will review all current Plan documents to ensure that the Plan
is in full compliance with current regulations.

The Chapter 11 Trustee proposes that NRS be compensated from the
Plan Assets in the amount of $30,000, plus reimbursement of any
out-of-pocket expenses.

                    About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody served as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.  In April 2013, the bankruptcy court discharged
Daniel T. McMurray from his duties and responsibilities as patient
care ombudsman.

Richard J. McCord, Esq., was appointed by the Court as examiner in
the Debtors' cases.  His task was to conduct an investigation of
the Debtors' relationship and transactions with Revival Home
Health Care, Revival Acquisitions Group LLC, Revival Funding Co.
LLC, and any affiliates.  Certilman Balin, & Hyman, LLP, which
counts Mr. McCord as one of the firm's members, served as counsel
for the Examiner.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.

At the behest of the U.S. Trustee, Lori Lapin Jones, Esq. --
ljones@jonespllc.com -- was named Chapter 11 Trustee in March
2012, replacing Todd Miller, the Debtors' Chief Executive Officer.
The Chapter 11 trustee is represented by LaMonica Herbst &
Maniscalco LLP as her counsel, which may reached at:

         Gary F. Herbst, Esq.
         Holly Rai, Esq.
         LAMONICA HERBST & MANISCALCO, LLP
         3305 Jerusalem Avenue, Suite 201
         Wantagh, NY 11793
         Tel: (516) 826-6500
         E-mail: GFH@lhmlawfirm.com
                 hrai@lhmlawfirm.com

Storch Amini & Munves, PC, serves as the Chapter 11 Trustee's
special counsel in connection with her investigation of the
Debtors.  She obtained approval to employ Garfunkel Wild, PC as
her special health care, regulatory, corporate, finance and
litigation counsel; and Foy Advisors LLC as consultant.


PENINSULA HOSPITAL: Amended Motion to Hire BDO USA Approved
-----------------------------------------------------------
The U.S. Bankruptcy Court has approved the chapter 11 trustee's
amended employment and retention of BDO USA LLP as the trustee's
auditor.

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody served as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.  In April 2013, the bankruptcy court discharged
Daniel T. McMurray from his duties and responsibilities as patient
care ombudsman.

Richard J. McCord, Esq., was appointed by the Court as examiner in
the Debtors' cases.  His task was to conduct an investigation of
the Debtors' relationship and transactions with Revival Home
Health Care, Revival Acquisitions Group LLC, Revival Funding Co.
LLC, and any affiliates.  Certilman Balin, & Hyman, LLP, which
counts Mr. McCord as one of the firm's members, served as counsel
for the Examiner.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.

At the behest of the U.S. Trustee, Lori Lapin Jones, Esq. --
ljones@jonespllc.com -- was named Chapter 11 Trustee in March
2012, replacing Todd Miller, the Debtors' Chief Executive Officer.
The Chapter 11 trustee is represented by LaMonica Herbst &
Maniscalco LLP's Gary F. Herbst, Esq., and Holly Rai, Esq., as
counsel.  Storch Amini & Munves, PC, serves as the Chapter 11
Trustee's special counsel in connection with her investigation of
the Debtors.  She obtained approval to employ Garfunkel Wild, PC
as her special health care, regulatory, corporate, finance and
litigation counsel; and Foy Advisors LLC as consultant.


PLC SYSTEMS: Announces Changes to its Board of Directors
--------------------------------------------------------
PLC Systems Inc. announced a number of changes to its board of
directors, as PLC continues its transformation into expanded sales
and marketing of its lead product, RenalGuard(R), internationally.

Edward H. Pendergast, who served as Chairman of the Board of
Directors since October 1998 and as a director since September
1992, is retiring.  Kevin J. Dunn, Managing Partner of Dunn Rush &
Co., LLC, is resigning from the board.  Mr. Dunn served as a
director and Chairman of the Audit Committee of PLC since
September 1999.  Albert Kyle, a former Division General Manager at
Hewlett Packard Medical and currently President of StatVideo, an
echo image video conferencing company delivering innovative
imaging tools to healthcare providers, was appointed to PLC's
board as an independent director, filling the seat made available
by Mr. Dunn's resignation, and the Company's CFO, Gregory W. Mann,
was elected as a temporary member of the Board of Directors,
filling the other seat.  Lastly, the Company appointed Mark R.
Tauscher as Chairman of the Board of Directors and Benjamin
Holmes, President of The Holmes Company, as Chair of the Audit
Committee.

Mark R. Tauscher, president and CEO of PLC Systems, stated, "PLC
is greatly appreciative to Mr. Pendergast and Mr. Dunn for their
significant contributions in serving the Company over the years,
particularly during PLC's transition from a laser-based technology
to its current focus on reducing acute kidney injury with its
flagship product, RenalGuard.  I am personally grateful for their
dedication and insights that have enabled PLC to successfully
position its RenalGuard program for success in addressing a large
and critical unmet medical need."

He continued, "At the same time, we welcome Mr. Kyle and Mr. Mann
to the board, and look forward to their assistance in continuing
to propel PLC forward, as we strive to make RenalGuard the
standard of care in the reduction of acute kidney injury."

Mr. Kyle is a medical device industry veteran with more than 40
years of experience.  He was founding CEO of several medical
device startup companies, and served as Division General Manager
of Hewlett Packard's Ultrasound Imaging Division.  Subsequent to
Hewlett Packer, Mr. Kyle served as a Founder and President of
StatVideo, a manufacturer of specialty video conferencing systems
for the healthcare industry.  He holds a BSEE degree from Duke
University, MBA & MPA degrees from Harvard University, and is a
former Captain in the U.S. Marines and a Vietnam veteran.

Mr. Mann has served as the Company's CFO since October 2011.
Prior to joining PLC, Mr. Mann was Business Unit CFO of the
Healthcare, Insurance, Financial Transformation, and Emerging
Markets business units at Virtusa Corp, a publicly traded IT
services company.  At Virtusa, Mr. Mann was involved in its
successful IPO, and responsible for the Company's M&A activity.
Prior to Virtusa, Mr. Mann held various finance and accounting
roles of increasing responsibility at companies including
Acusphere, InterGen Energy, and BeFree Inc.

                         About PLC Systems

Milford, Massachusetts-based PLC Systems Inc. is a medical device
company specializing in innovative technologies for the cardiac
and vascular markets.  The Company's key strategic growth
initiative is its newest marketable product, RenalGuard(R).
RenalGuard is designed to reduce the potentially toxic effects
that contrast media can have on the kidneys when it is
administered to patients during certain medical imaging
procedures.

PLC Systems disclosed a net loss of $8.38 million on $1.08 million
of revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $5.75 million on $671,000 of revenue in 2011.

McGladrey LLP, in Boston, Massachusetts, 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 sustained recurring net losses and negative cash flows
from continuing operations, which raises substantial doubt about
its ability to continue as a going concern.

The Company's balance sheet at March 31, 2013, showed $3.56
million in total assets, $22.87 million in total liabilities and a
$19.30 million total stockholders' deficit.


PRESSURE BIOSCIENCES: Agrees to Sell $500,000 Conv. Debentures
--------------------------------------------------------------
Pressure BioSciences, Inc., entered into a securities purchase
agreement with an institutional investor, whereby the Company
agreed to sell and the Investor agreed to purchase, an aggregate
of $500,000 in principal amount of 10 percent convertible
debentures.

The Debentures are to be funded in accordance with the following
schedule: $250,000 upon the Closing Date, $100,000 on or before
the 30th day immediately following the Closing Date, and $150,000
on or before the 60th day immediately following the Closing Date.
The Debentures mature one year from their issuance date.

The Company has the option to prepay the Debentures at any time.
If the Company elects to prepay the Debentures, the Company is
required to pay to the Investor an amount in cash equal to 120
percent multiplied by the sum of all principal, interest and any
other amounts owing.  The Debentures are convertible into common
stock, at the Investor's option, at a price of $0.40 per share as
long as the Company is not in default under the Debentures, or is
in default but cures the default in less than 10 days.  If the
Company is in default, then the conversion price will be the
lesser of $0.40 per share or (ii) 65 percent of the lowest traded
price of the common stock as quoted by Bloomberg L.P. during the
10 trading days immediately preceding the conversion date.

A copy of the Form 8-K is available for free at:

                        http://is.gd/Dnk9jn

                    About Pressure Biosciences

Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.

Pressure Biosciences disclosed a net loss applicable to common
shareholders of $4.40 million on $1.23 million of total revenue
for the year ended Dec. 31, 2012, as compared with a net loss
applicable to common shareholders of $5.10 million on $987,729 of
total revenue for the year ended Dec. 31, 2011.

Marcum LLP, in Boston, Massachusetts, 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 net losses and continues to
experience negative cash flows from operations.  These conditions
raise substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at March 31, 2013, showed $1.54
million in total assets, $1.94 million in total liabilities and a
$401,985 total stockholders' deficit.


REAL ESTATE ASSOCIATES: Carter Replaces E&Y as Accountants
----------------------------------------------------------
Real Estate Associates Limited VII, on June 7, 2013, dismissed
Ernst & Young LLP as the Company's independent registered public
accounting firm effective on that date.

The general partner of the Company was acquired by Bethesda
Holdings II, LLC.  As part of the process of transitioning the
management and operations of the Company's general partner from
the prior owner, Bethesda has sought to transition the Company's
independent accountant.  The Company has no directors, and there
are two general partners responsible for conducting the business
of the Partnership.  The general partners have approved the
dismissal of E&Y.

None of E&Y's audit reports on the Company's financial statements
for the fiscal years ended Dec. 31, 2011, and 2012 contained an
adverse opinion or a disclaimer of opinion, nor was any such
report qualified or modified as to audit scope or accounting
principles.  The E&Y audit reports for the years ended Dec. 31,
2011, and 2012 did contain a modification relating to a going
concern uncertainty.  In addition, at no point during the two
fiscal years ended Dec. 31, 2012, and the subsequent interim
period through June 7, 2013, were there any (1) disagreements with
E&Y on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures.

Effective on June 7, 2013, the general partners of the Company
approved the appointment of Carter & Company, CPA, LLC, as the
Company's new independent registered public accounting firm to
perform independent audit services for the fiscal year ending
Dec. 31, 2013.  During the fiscal years ended Dec. 31, 2011, and
2012, and through June 7, 2013, neither the Company, nor anyone on
its behalf, consulted Carter regarding either (i) the application
of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be
rendered with respect to the consolidated financial statements of
the Registrant, and no written report or oral advice was provided
to the Company by Carter that was an important factor considered
by the Company in reaching a decision as to any accounting,
auditing or financial reporting issue.

                    About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership which
was formed under the laws of the State of California on May 24,
1983.  On Feb. 1, 1984, the Partnership offered 2,600 units
consisting of 5,200 limited partnership interests and warrants to
purchase a maximum of 10,400 additional limited partnership
interests through a public offering managed by E.F. Hutton Inc.
The Partnership received $39,000,000 in subscriptions for units of
limited partnership interests (at $5,000 per unit) during the
period from March 7, 1984 to June 11, 1985.

The general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  The business of the
Partnership is conducted primarily by NAPICO, a subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.

As of Sept. 30, 2012, and Dec. 31, 2011, the Partnership holds
limited partnership interests in 1 and 11 Local Limited
Partnerships, respectively, and a general partner interest in REA
IV which, in turn, holds limited partnership interests in 3 and 8
additional Local Limited Partnerships, respectively; therefore,
the Partnership holds interests, either directly or indirectly
through REA IV, in 4 and 19 Local Limited Partnerships,
respectively.  The other general partner of REA IV is NAPICO.  The
Local Limited Partnerships own residential low income rental
projects consisting of 403 and 1,237 apartment units at Sept. 30,
2012, and Dec. 31, 2011, respectively.  The mortgage loans of
these projects are payable to or insured by various governmental
agencies.

The Partnership disclosed net income of $13.01 million on $0 of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $861,000 on $0 of revenue during the prior year.  The
Company's balance sheet at March 31, 2013, showed $1.03 million in
total assets, $8.24 million in total liabilities and a $7.21
million total partners' deficit.

Ernst & Young LLP, in Greenville, South Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Partnership continues to generate recurring operating
losses.  In addition, notes payable and related accrued interest
totalling $8.09 million are in default due to non-payment.  These
conditions raise substantial doubt about the Partnership's ability
to continue as a going concern.


RENEGADE HOLDINGS: Trustee Wants to Seize $103K From Phelps
-----------------------------------------------------------
Richard Craver, writing for the Winston-Salem Journal, reports
that Peter Tourtellot, the Chapter 11 trustee for Alternative
Brands Inc., Renegade Holdings Inc., and Renegade Tobacco Co., on
Thursday asked the U.S. Bankruptcy Court for permission to seize
$103,764 that has been found in safe-deposit boxes belonging to
Calvin Phelps and his wife, Lisa Yamaoka Phelps.  The $103,764 was
discovered April 30 in safe-deposit boxes at a Bank of the
Carolinas branch.

Mr. Phelps once owned four bankrupt tobacco companies in
Mocksville: Alternative Brands, Renegade Holdings, Renegade
Tobacco Co. and Cutting Edge Enterprises Inc.

The report recounts Mr. Phelps last year pleaded guilty to federal
charges of committing fraud, making false statements and unlawful
financial transactions.  Mr. Phelps' cigarette export scheme to
avoid tobacco settlement payments of about $4.98 million could
cost him up to 43 years in prison.  Mr. Phelps was released on an
undisclosed bond.  No sentencing hearing has been set in the U.S.
District Court for the Northern District of Mississippi, where Mr.
Phelps was the subject of a criminal investigation for nearly four
years.

The report says Christie Moore, Mr. Phelps' attorney, and U.S.
attorneys in Mississippi could not be reached for comment on when
they expect Mr. Phelps' sentencing hearing to be held.

                      About Renegade Holdings

Renegade Holdings and two subsidiaries -- Alternative Brands, Inc.
and Renegade Tobacco Company -- filed for Chapter 11 protection
(Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, and
exited bankruptcy on June 1, 2010.  They were put back into
bankruptcy July 19, 2010, when Judge William L. Stocks vacated the
reorganization plan, in part because of a criminal investigation
of owner Calvin Phelps and the companies regarding what
authorities called "unlawful trafficking of cigarettes."

Alternative Brands is a federally licensed manufacturer of tobacco
products consisting primarily of cigarettes and cigars.  Renegade
Tobacco distributes the tobacco products produced by ABI through
wholesalers and retailers in 19 states and for export.  ABI also
is a contract fabricator for private label brands of cigarettes
and cigars which are produced for other licensed tobacco
manufacturers.

The stock of RHI is owned indirectly by Calvin A. Phelps through
his ownership of the stock of Compliant Tobacco, LLC which, in
turn, owns all of the stock of RHI which in turn owns all of the
stock of RTC and ABI.  Mr. Phelps was the chief executive officer
of all three companies. All three of the Debtors' have their
offices and production facilities in Mocksville, North Carolina.

In August 2010, the Bankruptcy Court approved the appointment of
Peter Tourtellot, managing director of turnaround-management
company Anderson Bauman Tourtellot Vos & Co., as Chapter 11
trustee.

In a May 29, 2013 decision, Judge Stocks rejected the Second
Amended and Restated Joint Plan of Reorganization dated January
31, 2013, Modified February 18, 2013, filed by Mr. Tourtellot for
Renegade Holdings, Alternative Brands, and Renegade Tobacco.

The Plan contemplated that the Debtors will continue in business
following confirmation.  Under the Plan, all of the assets in the
estate vest in the Reorganized Debtors on the Effective Date of
the Plan except for the Debtors' causes of action. Also, on the
Effective Date, the Reorganized Debtors would assume the leases
for the premises where their office and plant are located, enter
into a new lease for the machinery and equipment they were
utilizing pre-confirmation, and continue to fabricate and market
tobacco products as they have in the past.


RESIDENTIAL CAPITAL: UST Joins Berkshire Bid to Unseal Report
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Trustee is supporting Berkshire Hathaway
Inc. in asking the bankruptcy judge to unseal the examiner's
report about Residential Capital LLC.  The examiner's report,
estimated to cost $83 million, was filed under seal on May 13 when
the parties were working on a global settlement agreement to
provide the foundation for a Chapter 11 plan.

According to the report, although no one filed written papers, the
bankruptcy judge granted an oral request and ruled that the report
will be kept under seal until July 3, or earlier when he rules on
a motion to approve the global settlement memorialized in a so-
called plan-support agreement.

The report recounts that Berkshire Hathaway filed papers in May
asking the judge to unseal the report.  The hearing was postponed
and will now be held on June 26, the same day the judge conducts a
hearing on approval of the plan-support agreement.  Last week the
U.S. Trustee filed papers supporting Berkshire Hathaway.  The
Justice Department's bankruptcy watchdog made a technical argument
that the court cannot use its general equitable power to seal a
document when the Bankruptcy Code contains specific standards that
must be met before a document is held in secret.

The report relates that the U.S. Trustee pointed out a term in the
support agreement where it can terminate if the examiner's report
is disclosed publicly before the judge rules on approving the
settlement.  The Justice Department representative then cited
cases for the proposition that documents cannot be sealed in court
simply because the parties agree.  The U.S. Trustee pointed to a
May 9 decision by New York's Chief Bankruptcy Judge Cecelia G.
Morris who ruled that "no seal, no deal" isn't grounds for keeping
a court document secret.

The report says that the U.S. Trustee says sealing is proper only
to protect a trade secret or avoid disclosure of scandalous
material.  Otherwise, there is a "strong presumption" that
documents in federal court are filed publicly.  The plan-support
agreement, if approved by the judge and implemented in a Chapter
11 plan, will give releases to ResCap's non-bankrupt parent Ally
Financial Inc. in return for a $2.1 billion payment.  Other
creditors with opinions about sealing must file their papers by
June 19.

                   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).


ROAD-RUNNER HIGHWAY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Road-Runner Highway Signs, Inc.
        4421 12th Street Court East
        Bradenton, FL 34203

Bankruptcy Case No.: 13-07834

Chapter 11 Petition Date: June 13, 2013

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtors' Counsel: Sacha Ross, Esq.
                  GRIMES GOEBEL GRIMES HAWKINS, ET AL
                  1023 Manatee Avenue West
                  Bradenton, FL 34205
                  Tel: (941) 748-0151
                  Fax: (941) 748-0158
                  E-mail: sross@grimesgoebel.com

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

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

Affiliate that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
CJ DeLaGarza Properties, LLC            13-07836
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Joseph DeLaGarza, president.

A. A copy of Road-Runner Highway's list of its 20 largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/flmb13-07834.pdf

B. CJ DeLaGarza Properties' list of its largest unsecured
creditors filed with the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The Northern Trust Company         4421 12th Street     $1,700,000
75 Remittance Drive, Suite 6998    Court East
Chicago, IL 60675                  Bradenton, FL 34205

Related entity that earlier sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Mexitalia, Inc.                       13-07490            06/05/13


ROSETTA GENOMICS: Novitas Issues LCD for Cancer Origin TestTM
-------------------------------------------------------------
Rosetta Genomics Ltd. said that Novitas Solutions, the designated
Medicare Administrative Contractor for the Company's microRNA-
based diagnostic assays, has issued for notice the final revised
Local Coverage Determination for Biomarkers in Oncology, which
includes the Rosetta Cancer Origin TestTM, the Rosetta Lung Cancer
TestTM and the Rosetta Kidney Cancer TestTM (formerly miRview(R)
mets2, lung and kidney assays).  The LCD will become effective as
of Aug. 1, 2013.

The final revised LCD confirms continued Medicare coverage for the
Cancer Origin Test to identify Cancer of Unknown or Uncertain
Primary (CUP) as originally reported in Novitas' bulletin posted
in June 2012, and for which they have been reimbursing the test at
approximately $3,500 per test.

This final policy determination was based on peer-reviewed
publications from clinical studies conducted internally at Rosetta
Genomics and at world-renowned institutions that demonstrated the
test's clinical utility.

"The affirmed Medicare reimbursement and formal coverage
determination is good news for patients and physicians grappling
with a CUP diagnosis.  The published policy provides continued
Medicare reimbursement and enables us to provide the Cancer Origin
Test to the 45 million Medicare beneficiaries throughout the U.S.
at no cost to the patient, thereby eliminating an adoption barrier
for the physician ordering the test and for the patient.  Together
with our recent credentialing agreements with two large U.S.
Preferred Provider Organizations, the total number of covered
lives and for which our Cancer Origin Test could be adjudicated as
'in-network' now exceeds 61 million, which means that one-in-five
Americans are covered for the Rosetta Cancer Origin Test," said
Kenneth A. Berlin president and chief executive officer of Rosetta
Genomics.

"Importantly, this LCD affirms that our test is reasonable and
necessary for providing an important niche in the pathologic
diagnoses of CUP.  With more than 200,000 patients per year
presenting with Cancer of Unknown or Uncertain Primary, and who
may benefit from our Cancer Origin Test, this coverage reflects
the importance of determining the tumor origin in hard-to-diagnose
metastatic cancers and CUP.  This is particularly important as
new, molecularly-targeted cancer treatments are developed.  We
believe our Cancer Origin Test helps physicians to accurately
diagnose tumor origin in order to optimize treatment," he added.

The Company reports that in the LCD, Novitas still considers the
Rosetta Lung Cancer Test and the Rosetta Kidney Cancer Test
investigational and, as such, will not include those tests for
Medicare coverage at this time.

"We continue to build the body of clinical data in support of the
utility of our Lung Cancer Test and our Kidney Cancer Test in sub-
classifying tumor types.  We believe that additional clinical data
and peer-reviewed publications will support a favorable
reimbursement decision for these tests in the future," he
concluded.

                           About Rosetta

Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

Rosetta Genomics disclosed a net loss of US$10.45 million on
US$201,000 of revenue for the year ended Dec. 31, 2012, as
compared with a net loss of US$8.83 million on US$103,000 of
revenue during the prior year.  The Company's balance sheet at
Dec. 31, 2012, showed US$32.53 million in total assets, US$1.63
million in total liabilities and US$30.90 million in total
shareholders' equity.

                        Bankruptcy Warning

In its annual report for the year ended Dec. 31, 2012, the Company
said:

"We will require substantial additional funding and expect to
augment our cash balance through financing transactions, including
the issuance of debt or equity securities and further strategic
collaborations.  On December 7, 2012, we filed a shelf
registration statement on Form F-3 with the SEC for the issuance
of ordinary shares, various series of debt securities and/or
warrants to purchase any of such securities, either individually
or in units, with a total value of up to $75 million, from time to
time at prices and on terms to be determined at the time of such
offerings.  The filing was declared effective on December 19,
2012.  However there can be no assurance that we will be able to
obtain adequate levels of additional funding on favorable terms,
if at all.  If adequate funds are not available, we may be
required to:

   * delay, reduce the scope of or eliminate certain research and
     development programs;

   * obtain funds through arrangements with collaborators or
     others on terms unfavorable to us or that may require us to
     relinquish rights to certain technologies or products that we
     might otherwise seek to develop or commercialize
     independently;

   * monetizing certain of our assets;

   * pursue merger or acquisition strategies; or

   * seek protection under the bankruptcy laws of Israel and the
     United States."


ROTECH HEALTHCARE: Plan Set for Aug. 20 Confirmation Hearing
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Rotech Healthcare Inc. has an Aug. 20 confirmation
hearing for approval of the reorganization plan worked out in
large part before the Chapter 11 filing April 8.

According to Bloomberg News, the bankruptcy court in Delaware
approved the explanatory disclosure statement on June 14.  The
major change in the plan is the omission of a provision where
existing stockholders would have received 10 cents a share.  An
official shareholders' committee was appointed, based on the
notion that the offer of 10 cents a share indicated there could be
value in the equity.  The official equity panel attempted
unsuccessfully to block $30 million in financing and argued the
company is worth substantially.  In response, the plan was
modified to remove the stockholders' distribution.  For a recovery
estimated between 28 percent and 47 percent, the plan will give
ownership to holders of $290 million in 10.5 percent second-lien
notes.

The report notes that 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.  Unsecured creditors, whose official
committee supports the plan, are estimated to have a recovery
ranging from 12 percent to 25 percent.

                    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.


RURAL/METRO CORP: Bank Debt Trades At 4% Off
--------------------------------------------
Participations in a syndicated loan under which Rural/Metro Corp.
is a borrower traded in the secondary market at 96.30 cents-on-
the-dollar during the week ended Friday, June 14 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a drop of 0.41 of
percentage points from the previous week, The Journal relates.
Rural/Metro Corp. pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on June 15, 2018 and
the bank debt carries Moody's B3 rating and Standard & Poor's CCC+
rating.  The loan is one of the biggest gainers and losers among
250 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


SBM CERTIFICATE: U.S. Trustee Seeks Chapter 7 Conversion
--------------------------------------------------------
Judy A. Robbins, the United States Trustee for Region 4, has filed
a motion with the U.S. Bankruptcy Court seeking to convert these
jointly administered cases of SBM Certificate Company, et al., to
liquidation proceedings under Chapter 7 of the United States
Bankruptcy Code.

The U.S. Trustee contends that each of the Debtors was not in good
standing with the Maryland State Department of Assessments and
Taxation at the time the Chapter 11 cases were filed on April 26,
2013 and for at least a few years prior to that date.

Specifically, according to the SDAT, the corporate charter of SBM
Certificate was forfeited on Oct. 3, 2011, for failure to file a
property return for 2010.  The corporate charter of SBM Investment
was forfeited on Oct. 3, 2008 for failure to pay a penalty of
$82.00 for 2007.  Finally, SBM Financial forfeited its right to do
business in Maryland on Oct. 1, 2010 because of its failure to
file a property return for 2008.

The U.S. Trustee also contends that the factual events set forth
in the Motion Directing Appointment of a Chapter 11 Trustee filed
by the Securities and Exchange Commission and the many Exhibits
attached thereto indicate that there has been fraud, dishonesty,
incompetence, or gross mismanagement of the affairs of each of the
Debtors by current management before the commencement of these
cases.

The U.S. Trustee believes that the best interests of the Estates
and the creditors would be served best by conversion of these
cases to liquidation proceedings under Chapter 7 because the
filing of a liquidation proceeding is the only type of bankruptcy
proceeding that the director-trustees of the Debtors had authority
to file under the applicable provisions of Maryland law.

The U.S. Trustee's request was slated for a Court hearing June 17.

Lawrence A. Katz, Esq. -- lkatz@ltblaw.com -- is the counsel for
the Debtors.

Stephen A. Metz, Esq. -- smetz@shulmanrogers.com -- is the counsel
for Robert Brown.

SBM Certificate Company filed a bare-bones Chapter 11 petition
(Bankr. D. Md. Case No. 13-17282) in Greenbelt, Maryland, on
April 26, 2013.  Eric W. Westbury, Sr., signed the petition as
director.  Lawrence A. Katz, Esq., at Leach Travell Britt PC,
in Tysons Corner, Virginia, serves as counsel to the Debtors.
Silver Spring-based SBM disclosed $28.7 million in assets and
$49.4 million in liabilities as of Dec. 31, 2012.


SBM CERTIFICATE: Can Employ Leach Travell as Bankruptcy Counsel
---------------------------------------------------------------
SBM Certificate Company sought and obtained permission from the
U.S. Bankruptcy Court to employ Leach Travell Britt PC as
Bankruptcy Counsel.

SBM Certificate Company filed a bare-bones Chapter 11 petition
(Bankr. D. Md. Case No. 13-17282) in Greenbelt, Maryland, on
April 26, 2013.  Eric W. Westbury, Sr., signed the petition as
director.  Lawrence A. Katz, Esq., at Leach Travell Britt PC,
in Tysons Corner, Virginia, serves as counsel to the Debtors.
Silver Spring-based SBM disclosed $28.7 million in assets and
$49.4 million in liabilities as of Dec. 31, 2012.


SCHOOL SPECIALTY: S&P Assigns 'B' CCR Following Bankruptcy
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to educational product and equipment
distributor School Specialty Inc. (SSI) following the company's
emergence from bankruptcy protection.  At the same time, S&P
assigned its 'B' issue-level rating to SSI's $145 million term
loan facility due 2019, with a '3' recovery rating, indicating
S&P's expectation of meaningful (50% to 70%) recovery for lenders
under S&P's simulated default scenario.  The outlook is stable.

"The ratings on SSI reflect Standard & Poor's assessment of a
"vulnerable" business risk profile and a "highly leveraged"
financial risk profile.  Our business risk profile assessment
reflects SSI's participation in the highly fragmented school
supplies industry and vulnerability to government funding for
education," said credit analyst Ana Lai.  "The company's leading
market position and national distribution network partially offset
these factors.  We expect SSI's end markets to stabilize over the
next 12 months as state and local education budgets are beginning
to show signs of improvement and have been further supported by
increased property tax receipts from a rebounding housing market."
The stable outlook reflects S&P's expectation that credit
protection measures will improve over the next year as SSI
operates with a stronger balance sheet in a more favorable end
market environment.  S&P expects liquidity to remain adequate with
ample availability under the ABL revolver and for there to be
sufficient covenant headroom over this timeframe.

S&P could consider a negative rating action if the company's
credit metrics deteriorate such that total leverage approaches the
6x area on a sustained basis.  This situation could occur if the
company were to experience a 100-basis-point (bps) deterioration
in gross margin as a result of competitive pressures, a delay in
realizing operating synergies that causes operating expenses to
exceed S&P's expectations by approximately 200 bps, or a
combination of these factors.

Although unlikely over the next 12 months, S&P could consider an
upgrade if, in its assessment, it has determined that the
company's financial risk profile has improved to "aggressive" from
"highly leveraged".  This could occur if the company were to pay
down debt and/or exhibit operational improvement such that
leverage approaches the mid-4x area on a sustained basis.


SCO GROUP: Utah District Court Revives Suit Against IBM
-------------------------------------------------------
Utah District Judge David Nuffer issued an order reopening the
case, THE SCO GROUP, INC., Plaintiff, v. INTERNATIONAL BUSINESS
MACHINES CORPORATION, Defendant, Case No. 2:03-cv-294 DN (D.
Utah).

The Utah Court also vacated a prior order.  SCO filed a motion for
reconsideration of the court's order denying its motion to reopen
this case.  IBM does not oppose the motion to reconsider or the
motion to reopen the case.

Judge Nuffer said the order entered denying the motion to reopen
is vacated.

SCO sued IBM in 2003 alleging IBM had violated some of its
intellectual property in its Linux products.

According to Judge Nuffer, by June 24, 2013, SCO must file a brief
statement identifying its claims which it agrees are foreclosed by
the Novell judgment.  On or before June 28, 2013, IBM may file any
objection.

On or before July 15, 2013, IBM may file a new motion for summary
judgment limited solely to the effect of the Novell judgment on
the remaining claims and counterclaims.  The motion shall provide
sufficient factual background to understand the claims in this
case and the claims and decision in the Novell case without
assuming the court has read other documents in this case file or
has any knowledge of the claims in the Novell case.

After that motion is decided, by a method and on a schedule yet to
be determined, the court anticipates the parties will be asked to
identify summary judgment motions filed before the case was
assigned to Judge Nuffer, which should still be decided and digest
and submit pertinent parts of memoranda and supporting materials.
These motions will be reactivated on the court docket and would
then be resolved by the court.

                          About SCO Group

The SCO Group (SCOXQ.PK) -- http://www.sco.com/-- was a provider
of UNIX(R) software technology.  Headquartered in Lindon, Utah,
SCO had a worldwide network of resellers and developers.

The Company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 07-11337) on
Sept. 14, 2007.

Paul Steven Singerman, Esq., and Arthur Spector, Esq., at Berger
Singerman P.A., represented the Debtors in their restructuring
efforts.  James O'Neill, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, served as the Debtors' Delaware
and conflicts counsel.  Epiq Bankruptcy Solutions LLC acted as the
Debtors' claims and noticing agent.  As of Jan. 31, 2009, the
Company had $8.78 million in total assets, $13.30 million in total
liabilities, and $4.52 million in stockholders' deficit.

On Aug. 25, 2009, the Court approved the appointment of Edward N.
Cahn, Esq., as Chapter 11 Trustee.  No official committee of
unsecured creditors has been appointed.  Bonnie Glantz Fatell,
Esq., and Stanley B. Tarr, Esq., at Blank Rome LLP, serve as
counsel to the Chapter 11 Trustee.

In August 2012, the Chapter 11 case was converted to a liquidation
in Chapter 7 so a trustee can continue prosecution of an unfair
competition suit in U.S. District Court in Utah against
International Business Machines Corp.  The conversion to Chapter 7
was made at the request of the Chapter 11 trustee who said there
is insufficient cash to pay expenses of Chapter 11 case.

Renamed TSC Group Inc., the Debtor sold the Unix system software
products and services business to unXis Inc. for $600,000 cash and
warrants for 3% of its stock.


SEANERGY MARITIME: Swings to $1.06-Mil. Profit in 1st Quarter
-------------------------------------------------------------
Seanergy Maritime Holdings Corp. reported net income of $1.06
million on $5.64 million of net vessel revenue for the three
months ended March 31, 2013, as compared with a net loss of $6.36
million on $17.41 million of net vessel revenue for the same
period a year ago.

As of March 31, 2013, the Company had $93.01 million in total
assets, $193.56 million in total liabilities and a $100.54 million
total deficit.

"I am pleased to announce our first profitable financial quarter
since 2011, despite the challenging dry bulk market conditions.
Our net income was $1.1 million compared to a net loss of $6.4
million for the same period last year.  During the first quarter
of 2013 charter rates continued to deteriorate and our average
daily Time Charter Equivalent ("TCE") rate decreased to $6,004 per
vessel as compared to $9,546 in the first quarter of 2012.

"Regarding our financial restructuring, since the beginning of
2012 and as of the date of this press release, we managed to
reduce our indebtedness to $176.9 million, from $346.4 million,
through finalized agreements with three out of our five lenders.
In addition, we have entered into an agreement with our fourth
lender for the sale of three MCS's vessel owning subsidiaries in
exchange for a nominal cash consideration and full satisfaction of
the underlying loan of approximately $38 million.  After giving
effect to this transaction, we will have reduced our indebtedness
by approximately 61% to $135 million.  We continue discussions
with our remaining lender, aiming to reach a solution that will
enable Seanergy to complete the restructuring of its outstanding
debt."

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

                         http://is.gd/0gV4BH

                            About Seanergy

Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities.  The Company owns and operates a fleet of
seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels.  Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.

In its audit report on the consolidated financial statements for
the year ended Dec. 31, 2012, Ernst & Young (Hellas) Certified
Auditors Accountants S.A., in Athens, Greece, expressed
substantial doubt about Seanergy Maritime's ability to continue as
a going concern.  The independent auditors noted that the Company
has not complied with the principal and interest repayment
schedule and with certain covenants of its loan agreements, which
in turn gives the lenders the right to call the debt.  "In
addition, the Company has a working capital deficit, recurring
losses from operations, accumulated deficit and inability to
generate sufficient cash flow to meet its obligations and sustain
its operations."

The Company reported a net loss of $193.8 million on $55.6 million
of net vessel revenue in 2012, compared with a net loss of
$197.8 million on $104.1 million of net vessel revenue in 2011.


SEQUENOM INC: Stockholders Elect Nine Directors to Board
--------------------------------------------------------
Sequenom, Inc., on June 11, 2013, held its annual meeting at which
the Company's stockholders:

   (i) elected Ernst-Gunter Afting, Kenneth F. Buechler, John A.
       Fazio, Harry F. Hixson, Jr., Myla Lai-Goldman, Richard A.
       Lerner, Ronald M. Lindsay, David Pendarvis and Charles P.
       Slacik as directors to hold office until the Company's
       annual meeting of stockholders in 2014;

  (ii) approved an amendment to the Company's 2006 Equity
       Incentive Plan to increase the number of shares of the
       Company's common stock available for issuance under that
       plan by 4,000,000 shares;

(iii) approved an amendment to the Company's 1999 Employee Stock
       Purchase Plan to increase the number of shares of the
       Company's common stock available for issuance under that
       plan by 2,300,000 shares;

  (iv) approved, on an advisory basis, the compensation of the
       Company's named executive officers; and

   (v) ratified the selection by the Audit Committee of the
       Company's Board of Directors of Ernst & Young LLP as the
       Company's independent auditors for the fiscal year ending
       Dec. 31, 2013.

                           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.


SOUTH LEXINGTON: Case Summary & 11 Unsecured Creditors
------------------------------------------------------
Debtor: South Lexington Venture, LLC
        158 Westmoreland Avenue
        White Plains, NY 10606

Bankruptcy Case No.: 13-22940

Chapter 11 Petition Date: June 13, 2013

Court: U.S. Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Anne J. Penachio, Esq.
                  PENACHIO MALARA, LLP
                  235 Main Street, Sixth Floor
                  White Plains, NY 10601
                  Tel: (914) 946-2889
                  Fax: (914) 946-2882
                  E-mail: apenachio@pmlawllp.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 11 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nysb13-22940.pdf

The petition was signed by Frank Cantatore, managing member.


SOUTHERN ONE: Court to Review Adequacy of Plan Outline on July 24
-----------------------------------------------------------------
Southern One Twenty One Investments, Ltd., filed with the U.S.
Bankruptcy Court for the Eastern District of Texas a Chapter 11
Plan and an accompanying Disclosure Statement on June 1, 2013.

The Plan provides for the designation and treatment of 7 classes
of claim and interests in the Debtor:

   Class 1 MetroBank Claim
   Class 2 Norman and Fawn Payson Secured Claim
   Class 3 Jimmy Y. An Secured Claim
   Class 4 Collin County Priority Tax Claim
   Class 5 General Unsecured Claims based on lending to Debtor
   Class 6 Other Unsecured Claims
   Class 7 Current Partnership Interests

Priority of claim payment will first be to the allowed amount of
the Class 1 Claim, followed by the Class 2 Claim, and then the
Class 3 Claim.  The Class 4 Claim will be paid in full within 10
days of the Effective Date.

Allowed Class 5 Claims will be paid pro rata out of the proceeds
of the sales of the Debtor's real estate or other funds after the
payment in full of Class 1, 2, 3 and 4.

Allowed Class 6 Claims will also be paid pro rata with the claims
of Class 5 Claims.

All current partnership interest in the Debtor will be cancelled
on the Effective Date and new partnership interests will be
issued.

The Disclosure Statement is signed by Peter Ng, general partner of
Southern 121 Investments, Inc., a copy of which is available for
free at http://bankrupt.com/misc/SouthernOne_DS0601.PDF

The Honorable Brenda T. Rhodes is set to convene a hearing on July
24, 2013, at 10:30 a.m., to consider approval of the Disclosure
Statement.  Parties-in-interest are given until July 17 to file
their objections to the Disclosure Statement.

Gerald P. Urbach, Esq., and Jason M. Katz, Esq., of Hiersche,
Hayward, Drakeley & Urbach, P.C., for the Debtor.

                        About Southern One

Southern One Twenty One Investments, Ltd., filed a Chapter 11
petition (Bankr. E.D. Tex. Case No. 12-43311) in Sherman, Texas,
on Dec. 3, 2012.  Nicole L. Hay, Esq., at Hiersche Hayward
Drakeley & Urbach P.C., in Addison, Texas, serves as counsel to
the Debtor.  The Debtor, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B), estimated assets and liabilities of at
least $10 million.

The Dallas-based company said in a filing that its principal asset
comprises almost 81 acres near Highway 121 and Chelsea Boulevard
in Allen, Texas.  The property is close to a shopping mall.


SPANISH BROADCASTING: Stockholders Elect Six Directors
------------------------------------------------------
Spanish Broadcasting System, Inc., held its annual meeting of
stockholders on June 7, 2013, at which the stockholders:

   (1) elected Raul Alarcon, Joseph A. Garcia, Manuel E. Machado,
       Jason L. Shrinsky, Jose A. Villamil, and Mitchell A. Yelen
       as directors to hold office until such time as their
       respective successors have been duly elected and qualified;

   (2) approved, on an advisory basis, the compensation of the
       Company's named executive officers; and

   (3) indicated "Three Years" as the desired frequency of future
       advisory votes on executive compensation.

                     About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

Spanish Broadcasting reported a net loss available to common
stockholders of $11.21 million in 2012, as compared with net
income available to common stockholders of $13.77 million during
the prior year.  The Company's balance sheet at March 31, 2013,
showed $473.63 million in total assets, $432.31 million in total
liabilities, $92.34 million in cumulative exchangeable redeemable
preferred stock, and a $51.03 million total stockholders' deficit.

                        Bankruptcy Warning

"We have experienced a decline in the level of business activity
of our advertisers, which has, and could continue to have, an
adverse effect on our revenues and profit margins.  In addition,
some of our advertisers and clients could experience serious cash
flow problems due to the slow economic recovery.  As a result,
they may attempt to renegotiate or cancel orders with us or alter
payment terms.  Our advertisers may be forced to reduce their
production, shut down their operations or file for bankruptcy
protection, which could have a material adverse effect on our
business.  Any further deterioration in the U.S. economy, any
worsening of conditions in the credit markets, or even the fear of
such a development, could intensify the adverse effects of these
difficult market conditions on our results of operations," the
Company said in its annual report for the year ended Dec. 31,
2012.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  "The rating action reflects
S&P's expectation that, despite very high leverage, SBS will have
adequate liquidity over the intermediate term to meet debt
maturities, potential swap settlements, and operating needs until
its term loan matures on June 11, 2012," said Standard & Poor's
credit analyst Michael Altberg.

As reported by the TCR on Dec. 4, 2012, Standard & Poor's Ratings
Services revised its rating outlook on Miami, Fla.-based Spanish
Broadcasting System Inc. (SBS) to negative from stable.  "We also
affirmed our existing ratings on the company, including the 'B-'
corporate credit rating," S&P said.


SPECTRASCIENCE INC: Sells $52,632 Convertible Notes
---------------------------------------------------
SpectraScience, Inc., on June 14, 2013, entered into subscription
agreements with two accredited investors, pursuant to which the
Purchasers purchased an aggregate principal amount of $52,632 of
5 percent original issue discount unsecured convertible
debentures, initially convertible by Purchasers into shares of the
Company's common stock at a conversion price equal to $0.0573,
subject to adjustment, together with five-year warrants to
purchase those number of shares of the Company's common stock
equal to 50 percent of the number of shares of common stock
initially issuable upon conversion of the Debentures, at an
exercise price equal to $0.0745 per share, subject to adjustment.
The conversion price of the Debentures and the exercise price of
the Warrants are subject to customary adjustment provisions for
stock splits, stock dividends, recapitalizations and the like.

The Company paid the Placement Agent a cash fee and will issue the
Placement Agent or its designees warrants to purchase shares of
its common stock at $0.0745 per share.

A copy of the Form 8-K is available for free at:

                       http://is.gd/qQNRJG

                       About SpectraScience

San Diego, Calif.-based SpectraScience, Inc., focuses on
developing its WavSTAT(R) Optical Biopsy System.  The WavSTAT
employs a non-significant risk technology that optically
illuminates tissue in real-time to distinguish between normal and
pre-cancerous or cancerous tissue.

McGladrey LLP, in Des Moines, Iowa, expressed substantial doubt
about SpectraScience, Inc.'s ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and its ability to
continue as a going concern is dependent on the Company's ability
to attract investors and generate cash through issuance of equity
instruments and convertible debt.

The Company reported a net loss of $9.1 million on $461,296 of
revenue in 2012, compared with a net loss of $4.8 million on
$26,735 of revenue in 2011.  The Company's balance sheet at March
31, 2013, showed $2.60 million in total assets, $6.47 million in
total liabilities, all current, and a $3.86 million total
shareholders' deficit.


SPIRIT REALTY: Shareholders Approve Merger with Cole Credit
-----------------------------------------------------------
Spirit Realty Capital, Inc.'s shareholders -- at a special
shareholders meeting held on June 12, 2013 -- have approved the
merger, pursuant to the definitive agreement, dated Jan. 22, 2013,
of Spirit Realty Capital with Cole Credit Property Trust II, Inc.
Approximately 86 percent of the outstanding shares of Spirit
Realty Capital common stock voted with respect to the proposed
merger and of those outstanding shares that voted, approximately
96 percent voted in favor of the merger.

Assuming completion of the merger, the combined company will
create one of the largest publicly traded triple-net-lease REITs
in the United States.  Upon closing of the transaction, Spirit
Realty Capital shareholders will receive a fixed exchange ratio of
1.9048 shares of common stock of the combined company for each
share of Spirit Realty Capital common stock owned.

Upon the closing of the merger, the combined company, which will
retain the Spirit Realty Capital name and is expected to trade on
the New York Stock Exchange under the ticker symbol "SRC," will
own approximately 1,900 properties in 48 states.  It will have a
significantly enhanced scale and scope, a more broadly diversified
portfolio of high-quality real estate assets and enhanced access
to capital.  The current management team of Spirit Realty Capital
will lead the combined company.  The closing of the merger remains
subject to the satisfaction of other conditions but is expected to
be completed in the third quarter of this year.

"I would like to thank our shareholders for their overwhelming
support throughout this process and their recognition of the
opportunity the combined company creates to accelerate Spirit
Realty Capital's business strategy," said Thomas H. Nolan,
chairman and chief executive officer of Spirit Realty Capital.
"We look forward to completing the transaction and beginning to
realize the value of this combination for our shareholders."

                        About Spirit Realty

Spirit Finance Corporation (now known as Spirit Realty Capital,
Inc.) headquartered in Phoenix, Arizona, is a REIT that acquires
single-tenant, operationally essential real estate throughout
United States to be leased on a long-term, triple-net basis to
retail, distribution and service-oriented companies.

The Company incurred a net loss of $76.23 million in 2012, a net
loss of $63.86 million in 2011, and a net loss of $86.53 million
net loss in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed $3.24 billion in total assets, $1.99 billion in total
liabilities and $1.25 billion in total stockholders' equity.

                           *     *     *

As reported by the TCR on Jan. 30, 2013, Standard & Poor's Ratings
Services placed its 'B' corporate credit rating on Spirit Realty
Capital Inc. (Spirit) on CreditWatch with positive implications.

"The CreditWatch placement follows the announcement that Spirit
will merge with Cole Credit Property Trust II (unrated), a
nontraded REIT, in a stock-for-stock exchange," said credit
analyst Elizabeth Campbell.  "The merged company, which will
retain the name Spirit, will become the second-largest publicly
traded triple-net-lease REIT in the U.S. with a pro forma
enterprise value of approximately $7.1 billion."

As reported by the TCR on April 19, 2013, Moody's Investors
Service withdrew its Caa1 corporate family rating for Spirit
Realty Capital.  Moody's has withdrawn the rating for business
reasons.


STEINHAUER FAMILY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Steinhauer Family Investments, LLC
        5695 NW Konigs Ct.
        Issaquah, WA 98027

Bankruptcy Case No.: 13-15473

Chapter 11 Petition Date: June 12, 2013

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Timothy W. Dore

Debtor's Counsel: Michael P. Harris, Esq.
                  LAW OFFICES OF MICHAEL P. HARRIS
                  2125 5th Avenue
                  Seattle, WA 98121
                  Tel: (206) 622-7434
                  E-mail: mph4@quidnunc.net

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

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

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

The petition was signed by Douglas Steinhauer, manager.


STOCKTON, CA: Assured Guaranty Scolded for Wasting Time
-------------------------------------------------------
Katy Stech writing for Dow Jones' DBR Small Cap reports that U.S.
Bankruptcy Court Judge Christopher Klein scolded municipal bond
insurer Assured Guaranty Municipal Corp. for pursuing wasteful and
expensive litigation that will rack up the legal tab for
financially struggling Stockton, Calif., telling them to "check
their testosterone at the door" as the city's bankruptcy case
moves forward.

                      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.


SUPERIOR PLUS: S&P Assigns 'BB-' Rating to C$150MM 7-Yr. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issue-level rating, and '4' recovery rating, to Calgary, Alta.-
based Superior Plus Corp.'s (Superior) proposed C$150 million
seven-year senior unsecured notes due 2020.  The '4' recovery
rating indicates S&P's expectation of average (30%-50%) recovery
for noteholders in the event of a default.

The notes are senior unsecured obligations of Superior Plus LP, a
wholly owned subsidiary of Superior, and will rank equally with
all of Superior Plus LP's existing and future senior debt and rank
junior to all existing and future secured debt.  S&P understands
that net proceeds from the notes will be used to refinance the
company's existing C$150 million 8.25% debentures due 2016 and
for general corporate purposes.

"The ratings on Superior reflect what we view as the company's
fair business risk profile and aggressive financial risk profile,"
said Standard & Poor's credit analyst David Fisher.

S&P's "fair" business risk profile on Superior primarily reflects
the company's solid market positions in its energy services and
specialty chemicals businesses, somewhat offset by its weaker
position in the construction products distribution space.

S&P views Superior's financial risk profile as "aggressive," with
adjusted debt-to-EBITDA of 4.0x, funds from operations-to-debt of
about 20%, and an aggressive dividend payout ratio at March 31,
2013.  Management appears committed to strengthening the balance
sheet in the near term and has taken numerous steps toward this
goal in the past few years.  These actions have resulted in
adjusted debt-to-EBITDA improving by more than 0.5x in each of the
past few years--a trend S&P expects to continue in 2013 and
possibly beyond.

RATINGS LIST

Superior Plus Corp.

  Corporate credit rating         BB-/Stable/--

Rating Assigned

Superior Plus LP

  Senior unsecured
  C$150 million 7-year notes      BB-
  Recovery rating                 4


TARGETED MEDICAL: Marcum LLP Replaces EFPR as Accountants
---------------------------------------------------------
Targeted Medical Pharma, Inc., dismissed the Company's independent
registered public accounting firm, EFP Rotenberg, LLP, effective
immediately.  The decision to dismiss EFPR was approved by the
Audit Committee of the Board of Directors of the Company on
June 6, 2013.

In connection with the audits of the fiscal years ended Dec. 31,
2012, and 2011 and through June 6, 2013, there were (i) no
disagreements with EFPR on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction
of EFPR would have caused them to make reference to the subject
matter of the disagreements in connection with their report; (2)
no "reportable events" as that term is defined in Item
304(a)(1)(v) of Regulation S-K except certain material weaknesses
in the internal controls over financial reporting as disclosed in
the Form 10-K for fiscal year ended Dec. 31, 2012.

EFPR's report on the financial statements of the Company for the
years ended Dec. 31, 2012, and 2011 did not contain an adverse
opinion or a disclaimer of opinion, nor was it qualified or
modified as to uncertainty, audit scope, or accounting principles
except that both reports stated there is substantial doubt about
the Company's ability to continue as a going concern due to the
Company's financial condition as of Dec. 31, 2012, and Dec. 31,
2011.

On June 10, 2013, the Company engaged Marcum LLP as the Company's
independent registered public accounting firm effective
immediately.  The engagement was approved by the Audit Committee
on June 10, 2013.  Prior to June 10, 2013, neither the Company nor
anyone acting on its behalf consulted with Marcum LLP regarding
(1) the application of accounting principles to a specified
transaction, either completed or proposed, (2) the type of audit
opinion that might be rendered on the Company's financial
statements, (3) written or oral advice provided that would be an
important factor considered by the Company in reaching a decision
as to an accounting, auditing or financial reporting issue, or (4)
any matter that was the subject of a disagreement between the
Company and its predecessor auditor as described in Item
304(a)(1)(iv) or a reportable event as described in Item
304(a)(1)(v) of Regulation S-K.

                      About Targeted Medical

Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a
specialty pharmaceutical company that develops and commercializes
nutrient- and pharmaceutical-based therapeutic systems.

Targeted Medical disclosed a comprehensive loss of $9.58 million
on $7.29 million of total revenue for the year ended Dec. 31,
2012, as compared with a comprehensive loss of $4.18 million on
$8.81 million of total revenue during the prior year.

EFP Rotenberg, LLP, in Rochester, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has losses for the year ended Dec. 31, 2012,
totaling $9,586,182 as well as accumulated deficit amounting to
$13,684,789.  Further the Company does not have adequate cash and
cash equivalents as of Dec. 31, 2012, to cover projected operating
costs for the next 12 months.  As a result, the Company is
dependent upon further financing, related party loans, development
of revenue streams with shorter collection times and accelerating
collections on the Company's physician managed and hybrid revenue
streams.

The Company's balance sheet at March 31, 2013, showed $12.22
million in total assets, $14.20 million in total liabilities and a
$1.98 million total shareholders' deficit.


TEXAS INDUSTRIES: Moody's Changes Ratings Outlook to Positive
-------------------------------------------------------------
Moody's Investors Service revised the rating outlook for Texas
Industries to positive from stable and affirmed its existing
ratings, including its Caa1 corporate family rating and Caa1-PD
probability of default rating. Moody's also assigned a first time
speculative grade liquidity rating of SGL-3.

The following ratings actions were taken:

  Caa1 Corporate Family Rating, affirmed

  Caa1-PD Probability of Default, affirmed

  Caa2, LGD4- 64% on senior unsecured notes, affirmed

  Speculative grade liquidity rating of SGL-3, assigned

  Outlook changed to positive from stable

Ratings Rationale:

The change in outlook to positive from stable reflects Moody's
expectation that growing end market demand will contribute to the
company's gradually improving key credit metrics including
operating margins and debt leverage. In addition, the company's
completion of its kiln two cement expansion project at the Hunter
Texas cement plant not only adds capacity but also alleviates the
company from associated capital expenditures.

The Caa1 corporate family rating reflects Texas Industries'
exposure to highly cyclical construction end-markets, it's very
high financial leverage (of about 11x adjusted debt-to-EBITDA for
the last twelve months ending February 28, 2013) and operating
losses. Additionally, the company will continue to suffer from
generally weak public construction activity, which will constrain
the degree of credit metric improvement in the intermediate term.
However, public construction in Texas appears better poised for
improvement in the next twelve months compared to other regions.
The rating is supported by the company's strong market position in
Texas and Southern California, which have good long-term growth
prospects and relatively high public construction and
infrastructure needs.

The SGL-3 speculative grade liquidity rating reflects Texas
Industries' adequate liquidity profile, supported by $32 million
of cash and the availability of $93 million under the ABL credit
facility at February 28, 2013. At February 28, 2013, availability
under the credit facility was $93 million, after netting $30.1
million outstanding letters of credit, and $25 million unavailable
due to its below 1:1 fixed charge coverage ratio, from the
borrowing base of $148.1 million. To a lesser degree, capital
expenditures associated with the company's plans to upgrade kiln
one at the Hunter Texas plant may also constrain liquidity.

The company's rating may be upgraded in the event that Texas
Industries returns to profitability, drives debt-to-EBITDA below
7x and improves its liquidity cushion.

The company's ratings could be negatively pressured in the event
that it is unable to improve its operating and credit metrics over
the next 12 to 18 months or if liquidity weakens.

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

Texas Industries, Inc., headquartered in Dallas, Texas
manufactures cement, aggregates and ready-mixed concrete. The
company's products are used in public works, commercial,
industrial, institutional and residential construction sectors,
and energy markets. Texas Industries shipped 3.6 million tons of
cement, 11.8 million tons of natural aggregates, 1.1 million cubic
yards of lightweight aggregates, and 2.4 million cubic yards of
ready-mix concrete during its fiscal year ending May 31, 2012.
Texas Industries typically generates approximately 80% of its
revenues in Texas and 20% in California. The company reported
revenues of $698 million in the last twelve months ending February
28, 2013.


TRANSGENOMIC INC: AMH Equity Held 4.9% Equity Stake as of June 4
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, AMH Equity LLC and Leviticus Partners, L.P.,
disclosed that, as of June 4, 2013, they beneficially owned
4,352,125 shares of common stock of Transgenomic Inc. representing
4.9 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/nQKcqV

                         About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

Transgenomic incurred a net loss of $8.32 million in 2012, a net
loss of $9.78 million in 2011 and a net loss of $3.13 million in
2010.  The Company's balance sheet at March 31, 2013, showed
$41.39 million in total assets, $17.32 million in total
liabilities and $24.06 million in stockholders' equity.

                       Forbearance Agreement

On Feb. 7, 2013, the Company entered into a Forbearance Agreement
with Dogwood Pharmaceuticals, Inc., a wholly owned subsidiary of
Forest Laboratories, Inc., and successor-in-interest to PGxHealth,
LLC, with an effective date of Dec. 31, 2012.  In December 2012,
the Company commenced discussions with the Lender to defer the
payment due on Dec. 31, 2012, until March 31, 2013.  As of
Dec. 31, 2012, an aggregate of $1.4 million was due and payable
under the Note by Transgenomic, and non-payment would constitute
an event of default under the Note and that certain Security
Agreement, dated as of Dec. 29, 2010, entered into between
Transgenomic and PGX.  Pursuant to the Forbearance Agreement, the
Lender agreed, among other things, to forbear from exercising its
rights and remedies under the Note and the Security Agreement as a


TXU CORP: Bank Debt Trades At 29% Off
-------------------------------------
Participations in a syndicated loan under which TXU Corp. is a
borrower traded in the secondary market at 71.10 cents-on-the-
dollar during the week ended Friday, June 14, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.35 of
percentage points from the previous week, The Journal relates.
TXU Corp. pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2017 and the bank
debt carries Moody's Caa3 rating and Standard & Poor's CCC rating.
The loan is one of the biggest gainers and losers among 250 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

           About Energy Future Holdings, fka TXU Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

Energy Future incurred a net loss of $3.36 billion on $5.63
billion of operating revenues for 2012.  This follows net losses
of $1.91 billion in 2011 and $2.81 billion in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $40.97
billion in total assets, $51.89 billion in total liabilities and a
$10.92 billion total deficit.

                Restructuring Talks With Creditors

In April 2013, Energy Future Holdings Corp., Energy Future
Competitive Holdings Company, Texas Competitive Electric Holdings
Company LLC, and Energy Future Intermediate Holding Company LLC
confirmed in a regulatory filing that they are in restructuring
talks with certain unaffiliated holders of first lien senior
secured claims concerning the Companies' capital structure.

The Companies expect to continue to explore all available
restructuring alternatives to facilitate the creation of
sustainable capital structures for the Companies and to otherwise
attempt to address the Creditors' concerns with the Restructuring
Proposal and Sponsor Proposal.

The Companies have retained Kirkland & Ellis LLP and Evercore
Partners to advise the Companies with respect to the potential
changes to the Companies' capital structure and to assist in the
evaluation and implementation of other potential restructuring
options.

The Creditors have retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Millstein & Co., L.P. to advise the Creditors and
to assist in the Creditors' evaluation of potential restructuring
options involving the Companies.

According to a Wall Street Journal report, people familiar with
the matter said Apollo Global Management LLC, Oaktree Capital
Management, Centerbridge Partners and GSO Capital Partners, the
credit arm of buyout firm Blackstone Group LP, all hold large
chunks of Energy Future Holdings' senior debt.  Many of these
firms belong to a group being advised by Jim Millstein, a
restructuring expert who helped the U.S. government revamp
American International Group Inc.

According to the Journal, people familiar with Apollo's thinking
said Apollo recently enlisted investment bank Moelis & Co. for
additional advice to ensure it gets as much attention as possible
on the case given its large debt holdings.

                           *     *     *

In the Feb. 1, 2013, edition of the TCR, Fitch Ratings lowered
the Issuer Default Ratings (IDR) of Energy Future Holdings Corp
(EFH) and Energy Future Intermediate Holding Company LLC (EFIH) to
'Restricted Default' (RD) from 'CCC' on the conclusion of the debt
exchange and removed the Rating Watch Negative.

As reported by the TCR on Feb. 4, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit ratings on EFH, EFIH,
TCEH, and Energy Future Competitive Holdings Co. (EFCH) to 'CCC'
from 'D' following the completion of several debt exchanges, each
of which S&P considers distressed.

As reported by the TCR on Aug. 15, 2012, Moody's downgraded the
Corporate Family Rating (CFR) of EFH to Caa3 from Caa2 and
affirmed its Caa3 Probability of Default Rating (PDR) and SGL-4
Speculative Grade Liquidity Rating.  The downgrade of EFH's CFR to
Caa3 from Caa2 reflects the company's financial distress and
limited financial flexibility.

In February 2013, Moody's Investors Service withdraw Energy
Future Holdings Corp.'s Caa3 Corporate Family Rating, Caa3-PD
Probability of Default Rating, SGL-4 Speculative Grade Liquidity
Rating and developing rating outlook.  At the same time, Moody's
assigned a Ca CFR to Energy Future Competitive Holdings Company
and a B3 CFR to Energy Future Intermediate Holdings Company LLC.
Both EFCH and EFIH are intermediate subsidiary holding companies
wholly-owned by EFH. EFCH's rating outlook is negative. EFIH's
rating outlook is negative.

"We see different default probabilities between EFCH and EFIH,"
said Jim Hempstead, senior vice president. "We believe EFCH has a
high likelihood of default over the next 6 to 12 months, because
it is projected to run out of cash in early 2014. EFIH has a much
lower likelihood of default owing to the credit separateness that
EFH is creating between EFIH and Texas Competitive Electric
Holdings Company LLC along with EFIH's reliance on stable cash
flows from its regulated transmission and distribution utility,
Oncor Electric Delivery Company."


UNDERGROUND ENERGY: Gets Notice of Intended Halt From TSX
----------------------------------------------------------
Underground Energy Corporation on June 17 disclosed that it has
received notice from the TSX Venture Exchange Inc. that the
Exchange intends to halt the Company's shares from trading on the
Exchange in the event the Company has not paid its annual
sustaining fees by Friday, June 21, 2013.  At this time, the
Company does not anticipate having the necessary funds with which
to pay the annual sustaining fees to the Exchange prior to the
deadline imposed by the Exchange.  The policies of the Exchange
indicate that should the annual sustaining fees not be paid
following the halt that the Exchange may also delist the shares of
the Company from the Exchange.

While there can be no assurance that Underground Energy, Inc., the
operating subsidiary of the Company, will be able to emerge from
its current Chapter 11 proceedings with a feasible plan, the
Underground Subsidiary continues to develop and pursue a plan to
present to the U.S. Bankruptcy Court.  Such plan, if approved,
would potentially permit the Company to emerge from Chapter 11
protection and eventually proceed with the development of its core
assets at Zaca, Burrel and Asphaltea.

                About Underground Energy Corporation

Underground -- http://www.ugenergy.com-- is focused on developing
its Zaca Field Extension Project in Santa Barbara County,
California.  In total, Underground currently holds mineral rights
on approximately 24,000 net acres of prospective lands in
California and Nevada with an initial focus on the Monterey Shale
in California.


UNIGENE LABORATORIES: R. Levy Held 65.4% Equity Stake as of June 3
------------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Richard Levy and his affiliates disclosed
that, as of June 3, 2013, they beneficially owned 164,072,618
shares of common stock of Unigene Laboratories, Inc., representing
65.4 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/JgtkN1

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene disclosed a net loss of $34.28 million on $9.43 million of
total revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $7.09 million on $20.50 million of total revenue
during the prior year.  The Company incurred a $32.53 million net
loss in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $11.31
million in total assets, $110.05 million in total liabilities and
a $98.73 million total stockholders' deficit.

Grant Thornton LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has incurred a net loss of $34,286,000 during the year
ended Dec. 31, 2012, and, as of that date, has an accumulated
deficit of approximately $216,627,000 and the Company's total
liabilities exceeded total assets by $98,740,000.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                         Bankruptcy Warning

"We had cash flow deficits from operations of $3,177,000 for the
year ended December 31, 2012, $6,766,000 for the year ended
December 31, 2011 and $1,669,000 for the year ended December 31,
2010.  Our cash and cash equivalents totaled approximately
$3,813,000 on December 31, 2012.  Based upon management's
projections, we believe our current cash will only be sufficient
to support our current operations through approximately March 31,
2013.  Therefore, we need additional sources of cash in order to
maintain all or a portion of our operations.  We may be unable to
raise, on acceptable terms, if at all, the substantial capital
resources necessary to conduct our operations.  If we are unable
to raise the required capital, we may be forced to close our
facilities and cease our operations.  If we are unable to resolve
outstanding creditor claims, we may have no other alternative than
to seek protection under available bankruptcy laws.  Even if we
are able to raise additional capital, we will likely be required
to limit some or all of our research and development programs and
related operations, curtail development of our product candidates
and our corporate function responsible for reviewing license
opportunities for our technologies."


UNITED AMERICAN: Unit Defaults Under Fifth Third Credit Pact
------------------------------------------------------------
Pulse Systems, LLC, a wholly-owned subsidiary of United American
Healthcare Corporation, is subject to a Loan and Security
Agreement, dated as of Sept. 28, 2009, as amended, including a
Fourth Amendment dated as of Aug. 17, 2012, with Fifth Third Bank,
an Ohio banking corporation as successor by merger with Fifth
Third Bank, a Michigan banking corporation.

On May 29, 2013, Pulse reported to Lender that it had failed to
meet a financial covenant against capital expenditures in excess
of $200,000 for the period between July 1, 2012, through June 20,
2013, and that such failure has continued for more than 30 days.
This failure constitutes an Event of Default under the Loan
Agreement, which may cause the Lender to accelerate the entire
amount of the indebtedness owed by Pulse to the Lender.  The
Company is a guarantor of Pulse's indebtedness to the Lender.  As
of May 31, 2013, the total amount of indebtedness owed by Pulse to
Lender was approximately $1.5 million.

                      About United American

Chicago-based United American Healthcare, through its wholly owned
subsidiary Pulse Systems, LLC, provides contract manufacturing
services to the medical device industry, with a focus on precision
laser-cutting capabilities and the processing of thin-wall tubular
metal components, sub-assemblies and implants, primarily in the
cardiovascular market.

As reported in the TCR on Oct. 18, 2012, Bravos & Associates,
CPA's, in Bloomingdale, Illinois, expressed substantial doubt
about United American's ability to continue as a going concern.
The independent auditors noted that the Company incurred a net
loss from continuing operations of $1.9 million during the year
ended June 30, 2012, and, as of that date, had a working capital
deficiency of $10.2 million.

For the nine months ended March 31, 2013, the Company reported net
income of $398,000 on $6.05 million of contract manufacturing
revenue, as compared with a net loss of $2.33 million on $4.80
million of contract manufacturing revenue for the same period a
year ago.  The Company's balance sheet at March 31, 2013, showed
$15.54 million in total assets, $12.67 million in total
liabilities and $2.87 million in total shareholders' equity.
result of the Event of Default.


UNITEK GLOBAL: Moody's Withdraws 'Ca' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of UniTek
Global Service, Inc. including the Ca Corporate Family Rating and
Ca-PD/LD Probability of Default Rating.

Ratings Rationale:

Moody's has withdrawn the rating because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the rating.

UniTek has been unable to file restated financial statements
dating back to the interim period ended July 2, 2011.

The following ratings were withdrawn:

  Corporate family rating, Ca;

  Probability of default rating, Ca-PD/LD;

  $75 million senior secured revolver due 2016, Caa1 (LGD-2, 18%)

  $135 million term loan due 2018, Ca (LGD-4, 67%)

  Speculative Grade Liquidity Rating, SGL-4.

  Outlook, changed to withdrawn from negative

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.


UNIVAR NV: Bank Debt Trades At 1% Off
-------------------------------------
Participations in a syndicated loan under which Univar NV is a
borrower traded in the secondary market at 98.47 cents-on-the-
dollar during the week ended Friday, June 14, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a drop of 0.64 of
percentage points from the previous week, The Journal relates.
Univar NV pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on June 30, 2017 and the bank
debt carries Moody's B2 rating and Standard & Poor's B+ rating.
The loan is one of the biggest gainers and losers among 250 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Univar N.V. -- http://www.univarcorp.com/-- is one of the largest
distributors of industrial chemicals and providers of related
services to a diverse set of end markets in the US, Canada and
Europe.  In April 2007, the company purchased ChemCentral
Corporation, the fourth largest chemicals distributor in the US,
for a purchase price of about $650 million, which resulted in the
combined entities becoming the largest chemicals distributor in
North America.  The company had pro forma revenues (including
ChemCentral Corporation) of $8.3 billion for the LTM ended
June 30, 2007.


VELATEL GLOBAL: Amends 2012 Annual Report
-----------------------------------------
Velatel Global Communications, Inc., has amended its annual report
on Form 10-K for the year ended Dec. 31, 2012, filed with the
Securities and Exchange Commission on May 20, 2013, solely to
furnish Exhibit 101 to the Form 10-K in accordance with Rule 405
of Regulation S-T.  Exhibit 101 provides the consolidated
financial statements and related notes from the Form 10-K
formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-K.  A copy of the
amended Form 10-K is available at http://is.gd/K4yOdQ

                       About VelaTel Global

VelaTel acquires spectrum assets through acquisition or joint
venture relationships, and provides capital, engineering,
architectural and construction services related to the build-out
of wireless broadband telecommunications networks, which it then
operates by offering services attractive to residential,
enterprise and government subscribers.  VelaTel currently focuses
on emerging markets where internet penetration rate is low
relative to the capacity of incumbent operators to provide
comparable cutting edge services, or where the entry cost to
acquire spectrum is low relative to projected subscribers.
VelaTel currently has project operations in People's Republic of
China, Croatia, Montenegro and Peru.  Additional target markets
include countries in Latin America, the Caribbean, Southeast Asia
and Eastern Europe.  VelaTel's administrative headquarters are in
Carlsbad, California.  See http://www.velatel.com/

Velatel Global disclosed a net loss of $45.60 million on $1.87
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $21.79 million on $0 of revenue for the year
ended Dec. 31, 2011.  The Company's balance sheet at Dec. 31,
2012, showed $7.36 million in total assets, $43.93 million in
total liabilities and a $36.56 million total deficiency.

Kabani & Company, Inc., in Los Angeles, 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's viability is dependent upon its
ability to obtain future financing and the success of its future
operations.  The Company has incurred a net loss of $45,601,292
for the year ended Dec. 31, 2012, cumulative losses of
$298,347,524 since inception, a negative working capital of
$34,972,850 and a stockholders' deficiency of $36,566,868.  These
factors raise substantial doubt as to the Company's ability to
continue as a going concern.


VERMILLION INC: L. Feinberg Held 25.9% Equity Stake as of June 12
-----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Larry N. Feinberg and his affiliates
disclosed that, as of June 12, 2013, they beneficially owned
7,139,960 shares of common stock of Vermillion, Inc., representing
25.91 percent of the shares outstanding.  The reporting persons
previously disclosed beneficial ownership of 2,799,980 common
shares or 12.06 percent equity stake as of May 13, 2013.  A copy
of the regulatory filing is available at http://is.gd/NC2Bvb

                          About Vermillion

Vermillion, Inc. is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $7.14 million in 2012, as
compared with a net loss of $17.79 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $6.50 million in total
assets, $4.22 million in total liabilities and $2.27 million in
total stockholders' equity.

BDO USA, LLP, in Austin, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations and an accumulated deficit, all of
which raise substantial doubt about the Company's ability to
continue as a going concern.


VIAWEST INC: Moody's Assigns 'B2' CFR; Outlook Negative
-------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating and B3-PD probability of default rating to ViaWest, Inc., a
subsidiary of RNB Communications, Inc. As part of the action,
Moody's also assigned a B2 (LGD3-35%) rating to the company's $326
million senior secured 1st lien term loan and $35 million senior
secured revolver.

The proceeds from the $120 million add-on to the existing $206
million term loan will be used to refinance existing mezzanine
debt and for general corporate purposes. The rating outlook is
negative due to ViaWest's high leverage, which has remained
elevated due to its history of debt-financed capital spending.

Issuer: ViaWest, Inc.

  Corporate Family Rating, Assigned B2

  Probability of Default Rating, Assigned B3-PD

  $206M Senior Secured Term Loan, Assigned B2 (LGD3, 35%)

  $25M Senior Secured Revolving Credit Facility, Assigned B2
  (LGD3, 35%)

  Outlook, Negative

ViaWest's B2 rating reflects its small scale, weak free cash flow
profile and high capital intensity, which could require the
company to continue to take on additional debt. These limiting
factors are offset by Viawest's stable base of contracted
recurring revenues, its position in smaller markets with less
intense competitive dynamics and the currently strong market
demand for colocation services.

ViaWest is weakly positioned within the B2 rating category based
on its current credit metrics. The proposed transaction will
modestly improve ViaWest's cash flows and liquidity profile from
lower interest expense. However, the company's high capital
spending will result in sustained high leverage of approximately
6x (Moody's adjusted) and a continued worsening of negative free
cash flow for 2013. Proforma for the transaction, Moody's expects
leverage to fall below 5x (Moody's adjusted for operating leases
and onetime items) by year-end 2015. Management has guided towards
a sharp decline in capital spending and a much improved free cash
flow profile starting in 2014 as ViaWest exits a heavy investment
phase. A delay of the anticipated transition to positive free cash
flow would result in a ratings downgrade.

The ratings for the debt instruments reflect both the overall
probability of default of ViaWest to which Moody's has assigned a
probability of default rating (PDR) of B3-PD, and individual loss
given default assessments. The senior secured credit facilities
are rated B2 (LGD3-35%), in line with the CFR given the all senior
secured debt structure.

Moody's expects ViaWest to have adequate liquidity over the next
twelve months. Moody's projects ViaWest to consume cash over the
next 12-18 months and, due to high capital intensity, expects the
company to rely heavily upon its revolver to meet its cash
obligations. Moody's anticipates that ViaWest will need to tap on
the revolver from time to time to backstop working capital swings
and fund its aggressive capital program. The company had $11
million of cash on hand at the end of Q1 2013.

The negative outlook reflects Moody's view that ViaWest could
potentially take on additional debt for incremental capital
spending in the future which could lead to a further deterioration
in its credit profile.

Downward rating pressure could develop if liquidity becomes
strained, if capital spending does not decline such that free cash
flow turns positive in fiscal 2014, if revenue growth does not
accelerate from 2012 levels or if Moody's adjusted leverage is not
on track to fall towards 5x (Moody's adjusted) by early 2015.
Because of the high leverage and weak cash flow profile, a ratings
upgrade is unlikely at this time.

The principal methodology used in this rating was the Global
Communications Infrastructure Rating 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.


VITESSE SEMICONDUCTOR: Columbia Pacific Has 9.8% Equity Stake
-------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Columbia Pacific Opportunity Fund, L.P., and its
affiliates disclosed that, as of June 12, 2013, they beneficially
owned 3,698,214 shares of common stock of Vitesse Semiconductor
Corporation representing 9.82 percent of the shares outstanding,
based on 37,658,091 shares of Common Stock outstanding as of
May 2, 2013, as reported on the Company's Form 10-Q filed on
May 7, 2013.  A copy of the regulatory filing is available at:

                        http://is.gd/hQlvnF

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse incurred a net loss of $1.11 million in 2012, a net loss
of $14.81 million in 2011, and a net loss of $20.05 million in
2010.  The Company's balance sheet at March 31, 2013, showed
$68.85 million in total assets, $80.96 million in total
liabilities and a $12.10 million total stockholders' deficit.


WATERDOG DISPOSAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Waterdog Disposal of PH-Operating Group, LLC
          dba Waterdog, LLC
        2804 N. Pioneer Road
        Elk City, OK 73644

Bankruptcy Case No.: 13-12736

Chapter 11 Petition Date: June 13, 2013

Court: U.S. Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Niles L. Jackson

Debtor's Counsel: Stephen J. Moriarty, Esq.
                  FELLERS SNIDER, et al
                  100 N. Broadway Avenue, Suite 1700
                  Oklahoma City, OK 73102-8820
                  Tel: (405) 232-0621
                  Fax: (405) 232-9659
                  E-mail: smoriarty@fellerssnider.com

Scheduled Assets: $3,066,800

Scheduled Liabilities: $1,919,577

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/okwb13-12736.pdf

The petition was signed by Joel Carpenter, managing member.


WEBSENSE INC: Moody's Assigns 'B2' CFR; Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
and B2-PD probability of default rating to Websense, Inc. and Ba3
and Caa1 ratings to the company's first and second lien debt,
respectively. The funds will be used to finance the buyout of
Websense by private equity group, Vista Equity Partners. The
ratings outlook is stable.

Ratings Rationale:

The B2 rating reflects Websense's high pro forma leverage as a
result of the buyout, the constantly evolving nature of the
security software industry and the challenges the company faces in
reversing declining profitability and flat revenues. Leverage at
close is estimated in the low to mid 6x range pro forma for
certain cost restructuring initiatives (and well over 7x without
those actions). The rating is supported by the company's leading
market position in web security software and software based
security appliances. The company, a pioneer in URL filtering
software has offset its declining high margin URL business with a
broader based security suite of Triton branded software and
appliances. Though Triton has grown significantly since its
introduction in 2009 (and now represents over half of GAAP
revenues and well over 60% of new bookings), overall revenues have
effectively been flat while EBITDA and free cash flow have
declined. The legacy business is expected to continue to decline
however the company is anticipated to be at a transition point
over the next year or two in which the Triton growth more than
offsets any legacy declines.

Debt to EBITDA is expected to decline to 6x or below over the next
18 months driven primarily by cost reduction initiatives and run-
rate free cash flow to debt (excluding transaction costs) is
expected to reach 5% or more. Nonetheless, the company is
considered weakly positioned in the B2 category and the ratings
could face downward pressure if leverage is not on track to
improve sustainably to those levels or if the company pursues a
debt financed acquisition that would delay getting to those
levels. The ratings could face upward pressure if leverage is
sustained below 4.5x however given the company's aggressive
financial policies, an upgrade is not expected in the near to
medium term.

The debt instrument ratings were determined in conjunction with
Moody's Loss Given Default Methodology and reflect their relative
position in the capital structure.

Assignments:

Issuer: Websense Inc.

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Senior Secured Revolving Credit Facility, Assigned Ba3 (LGD2, 29%)

Senior Secured First Lien Term Loan, Assigned Ba3 (LGD2, 29%)

Senior Secured Second Lien Term Loan, Assigned Caa1 (LGD5, 84%)

The principal methodology used in this rating 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.

Websense, headquartered in San Diego, CA, is a provider of web,
email and data security software and software based appliances.
The company had revenues for the twelve months ended March 31,
2013 of $359 million.


WILCOX EMBARCADERO: Can Hire Cassidy Turley as Leasing Agent
------------------------------------------------------------
The U.S. Bankruptcy Court has approved Wilcox Embarcadero
Associates LLC's application to employ and compensate Cassidy
Turley as its leasing agent for the Chapter 11 case.

Cassidy will be paid $21,638 for its efforts in completing a
seven-year lease.  The amount will be paid out of its General
Operating account.

The Court also approved the sum of $6,437.50 to be paid to the
Broker in compensation for a lease with Ocean Bedding/Lightning
Boxing Club.

Attorneys for the Debtors can be reached at:

         Alan E. Ramos, Esq.
         Virginia M. George, Esq.
         Kathryn A. Schofield, Esq.
         Geoffrey Wm. Steele, Esq.
         STEELE, GEORGE, SCHOFIELD & RAMOS, LLP
         3100 OakRoad, Suite 100
         Walnut Creek, CA
         Tel: (925) 280-1700
         Fax: (925) 935-1642
         E-mail: aramos@sgsrlaw.com

                     About Wilcox Embarcadero

Wilcox Embarcadero Associates, LLC, filed a Chapter 11 petition in
Oakland (Bankr. N.D. Cal. Case No. 12-40758) on Jan. 26, 2012.
Wilcox operates a commercial building, leasing warehouse,
wholesale, retail and office space.  Wilcox operates in the Bay
Area and has been in business for 10 years.  The Debtor says it is
a single asset real estate case.

Steele, George, Schofield & Ramos LLP represents the Debtor in its
restructuring efforts.

In its schedules, The Debtor disclosed $10.2 million in assets and
under $8.6 million in liabilities.  The Debtor's property
secures an $8.55 million debt to Wells Fargo and Owens Mortgage
Investment Fund, LP.

The Debtor said it incurred financial difficulty when its primary
lender, the holder of the First Deed of Trust, refused to extend,
modify or refinance the loan.  The Debtor is in negotiations with
a new lender to take out the lender, but needs more time to
accomplish this task.

No trustee or examiner has been appointed in the Chapter 11 case
and no committee has been appointed or designated.


WILLIAM BEIERWALTES: Files Ch.11 After Payment to City of Loveland
------------------------------------------------------------------
Jessica Maher, writing for Loveland (Colo.) Reporter-Herald,
reports that vNet founder William Beierwaltes filed for bankruptcy
about a week after writing a $599,000 check to the city of
Loveland as part of a settlement agreement.

On May 10, Mr. Beierwaltes paid the city with a cashier's check as
part of the settlement agreement in the Colorado vNet case that
was otherwise headed for the Colorado Court of Appeals. On May 21,
Mr. Beierwaltes and his wife, Lynda, filed for Chapter 11 in U.S.
Bankruptcy Court.

According to the report, because they were solvent within 90 days
of filing the petition, with assets four times more than their
liabilities, there was no preference shown to creditors when the
city was paid, Mr. Beierwaltes' Denver-based attorney Shaun
Christensen said.  "There's no impact on the settlement with the
city of Loveland," Mr. Christensen said. "It's written in stone."

The report notes the settlement resolves a long legal battle over
the failed economic incentive package given to Mr. Beierwaltes'
Colorado vNet in 2008.


* Online Liquidation Hike Presents Opportunities, Challenges
------------------------------------------------------------
An increase in the number of e-tailers seeking loans from asset-
based lenders and the rise in brick-and-mortar store inventory
dispositions that include an e-commerce component present new
opportunities and challenges for liquidation firms serving the ABL
industry.  While the goals of Web-based liquidation sales and
brick-and-mortar dispositions are the same -- generating maximum
recovery values for the lender -- the specific considerations
involved in each can be quite different, writes Ryan Davis the
Boston-based director of appraisals for Tiger Group, in a blog
post published on June 5 in The ABL Advisor.

For example, the liquidation firm can face a particularly vexing
challenge when the debtor's IP assets are acquired by a third
party during bankruptcy, since the purchaser gains exclusive
rights to the brand's Internet domain.  This prevents the
liquidator from using the most logical online channel -- the
brand's primary Web address -- as a venue for Internet-based sales
conducted in the course of the liquidation.

"The good news is that the liquidation firm can make a creative
play in which it enlists a third party -- such as an online
fulfillment service or comparative-shopping network -- to drive
Internet-based sales of the remaining inventory," writes
Mr. Davis.  "So long as such strategies do not threaten the value
of the brand, they tend to be acceptable to the court."

Today's liquidators also need to be adept at leveraging the
rapidly evolving marketing methods of the Web, including banner
ads, pay-per-click advertising, affiliate marketing and email
blasts.  With that, the firm must be cognizant of the dos and
don'ts associated with each of these approaches.  "As retail or e-
tail borrowers start to get into financial trouble, the temptation
grows for them to, in effect, abuse their customer lists by
emailing their shoppers too frequently, as well as by sending them
too many low-value emails," Mr. Davis writes.  "The liquidation
firm might face the same temptation as it launches an email
marketing campaign."

To that end, he warns that email distributions with high volumes
and low click-through rates may be classified as spam by major
email services.  If this occurs, the liquidator might find that
its email messages are being metered out by the spam filter at a
painfully slow pace or they could be blocked entirely, forcing the
firm to prematurely ramp up discounts in a bid to bolster the
response rate and get past services' spam filters -- thus,
impacting the gross orderly liquidation value (GOLV).

Mr. Davis also advises liquidators to pay careful attention to the
borrower's relationship with essential third-party services that
provide Web hosting, email, computer coding, customer-list
management and shipping.  If UPS or FedEx, for example, refuse to
ship until they get a check, the liquidation would not be able to
proceed in a timely manner.

"E-retailing's extraordinary growth means that such considerations
will loom ever larger for the ABL community," Mr. Davis observes.
"Indeed, the topic of best practices regarding Web-based
liquidation sales is already generating considerable discussion.
This is rightfully so, because the Internet clearly represents a
tremendous opportunity for our business.  To that end, our retail
expertise should encompass not just Main Street and the mall, but
the digital dimension as well."

To read the full article, go to: www.abladvisor.com/featured-
blogs.

                        About Tiger Group

Tiger Group -- http://www.TigerGroup.com-- provides advisory,
restructuring, valuation, disposition and auction services within
a broad range of retail, wholesale, and industrial sectors.  With
over 40 years of experience and substantial financial backing,
Tiger offers a uniquely nimble combination of expertise,
innovation and financial resources to drive results.  Tiger's
seasoned professionals help clients identify the underlying value
of assets, monitor asset risk factors and, when needed, convert
assets to capital in a variety of ways quickly and decisively.
Tiger's collaborative and no-nonsense approach is the foundation
for its many long-term 'partner' relationships and decades of
uninterrupted success.  Tiger operates main offices in Boston, Los
Angeles and New York.


* Evan Wolkofsky Joins Buchanan Ingersoll & Rooney in Charlotte
---------------------------------------------------------------
Evan Wolkofsky has joined Buchanan Ingersoll & Rooney's Charlotte
office.  Mr. Wolkofsky -- evan.wolkofsky@bipc.com -- focuses his
practice in the areas of commercial lending, corporate finance,
mergers and acquisitions, contract review, general corporate and
compliance matters.  His debt financing practice focuses on
counseling agent banks, lenders, private equity sponsors and
borrower clients (public and private) on structuring, negotiating
and documenting all variations of secured and unsecured lending
transactions (including syndicated, workouts, restructurings,
asset-based, cross-border, real estate and acquisition
financings). Evan has also advised clients regarding applicable
federal and state statutes, compliance guidelines, bankruptcy laws
and Uniform Commercial Code laws.

From 1998-1999, Evan served as a law clerk to the Honorable
Justice Mark Martin of the North Carolina Supreme Court. While
pursuing his J.D., Evan participated in the Wake Forest University
International Legal Studies Program in London and Venice.

In 2013, Evan was recognized in North Carolina Super Lawyers for
Banking Law.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                Total
                                               Share-      Total
                                     Total   Holders'    Working
                                    Assets     Equity    Capital
  Company            Ticker           ($MM)      ($MM)      ($MM)
  -------            ------         ------   --------    -------
ABSOLUTE SOFTWRE     ABT CN          120.5      (14.1)     (11.1)
ADA-ES INC           ADES US          92.5      (39.8)     (11.0)
AK STEEL HLDG        AKS US        3,906.1     (109.7)     604.0
ALLIANCE HEALTHC     AIQ US          535.0     (119.7)      45.0
AMC NETWORKS-A       AMCX US       2,568.3     (825.3)     620.4
AMER AXLE & MFG      AXL US        3,029.6     (107.9)     354.0
AMER RESTAUR-LP      ICTPU US         33.5       (4.0)      (6.2)
AMERISTAR CASINO     ASCA US       2,125.6       (2.6)     (60.2)
AMR CORP             AAMRQ US     23,852.0   (8,376.0)  (2,465.0)
AMYLIN PHARMACEU     AMLN US       1,998.7      (42.4)     263.0
ANACOR PHARMACEU     ANAC US          37.4       (8.0)       9.5
ANGIE'S LIST INC     ANGI US         108.3       (0.1)       3.3
ARRAY BIOPHARMA      ARRY US         107.4      (52.4)      40.0
AUTOZONE INC         AZO US        6,783.0   (1,532.3)    (657.7)
BERRY PLASTICS G     BERY US       5,082.0     (315.0)     517.0
CABLEVISION SY-A     CVC US        7,143.2   (5,676.0)    (266.5)
CAESARS ENTERTAI     CZR US       27,475.0     (560.0)   1,227.1
CAPMARK FINANCIA     CPMK US      20,085.1     (933.1)       -
CC MEDIA-A           CCMO US      15,519.2   (8,209.7)   1,053.5
CENTENNIAL COMM      CYCL US       1,480.9     (925.9)     (52.1)
CHIMERIX INC         CMRX US          26.3       (2.1)      15.9
CHINA XUEFENG EN     CXEE US           0.0       (0.0)      (0.0)
CHOICE HOTELS        CHH US          546.0     (539.3)      56.8
CIENA CORP           CIEN US       1,693.3      (97.9)     741.2
CINCINNATI BELL      CBB US        2,151.5     (727.8)     (93.4)
DELTA AIR LI         DAL US       45,068.0   (1,943.0)  (5,427.0)
DENDREON CORP        DNDN US         639.0      (35.9)     339.3
DEX MEDIA INC        DXM US        2,658.8      (17.7)     (13.5)
DIRECTV              DTV US       20,650.0   (5,748.0)      69.0
DOMINO'S PIZZA       DPZ US          476.6   (1,323.4)      85.0
DUN & BRADSTREET     DNB US        1,902.0   (1,097.0)    (194.9)
DYAX CORP            DYAX US          47.4      (59.8)      18.9
FAIRPOINT COMMUN     FRP US        1,656.5     (360.7)       5.5
FAIRWAY GROUP HO     FWM US          338.5       (1.2)       5.8
FERRELLGAS-LP        FGP US        1,440.6      (29.0)       9.9
FIFTH & PACIFIC      FNP US          826.3     (170.2)     (17.7)
FOREST OIL CORP      FST US        1,895.0     (104.8)    (127.8)
FREESCALE SEMICO     FSL US        3,139.0   (4,540.0)   1,209.0
GENCORP INC          GY US         1,385.2     (379.1)      32.0
GIGAMON INC          GIMO US          49.5       (1.7)       0.4
GLG PARTNERS INC     GLG US          400.0     (285.6)     156.9
GLG PARTNERS-UTS     GLG/U US        400.0     (285.6)     156.9
GLOBAL BRASS & C     BRSS US         576.5      (37.0)     286.9
GOLD RESERVE INC     GRZ CN           78.3      (25.8)      56.9
GRAHAM PACKAGING     GRM US        2,947.5     (520.8)     298.5
HALOGEN SOFTWARE     HGN CN           22.8      (46.2)      (9.4)
HCA HOLDINGS INC     HCA US       27,882.0   (8,012.0)   1,796.0
HOVNANIAN ENT-A      HOV US        1,618.9     (478.5)     929.3
HUGHES TELEMATIC     HUTC US         110.2     (101.6)    (113.8)
HUGHES TELEMATIC     HUTCU US        110.2     (101.6)    (113.8)
INCYTE CORP          INCY US         330.3     (163.5)     178.7
INFOR US INC         LWSN US       5,846.1     (480.0)    (306.6)
INSYS THERAPEUTI     INSY US          22.2      (63.5)     (70.0)
INVIVO THERAPEUT     NVIV US          13.8      (14.3)     (15.3)
IPCS INC             IPCS US         559.2      (33.0)      72.1
ISTA PHARMACEUTI     ISTA US         124.7      (64.8)       2.2
JUST ENERGY GROU     JE US         1,528.9     (164.9)     (62.3)
JUST ENERGY GROU     JE CN         1,528.9     (164.9)     (62.3)
L BRANDS INC         LTD US        5,776.0     (994.0)     634.0
LIN TV CORP-CL A     TVL US        1,201.4      (86.6)    (101.7)
LORILLARD INC        LO US         3,749.0   (1,796.0)   1,158.0
MANNKIND CORP        MNKD US         215.2     (146.8)    (231.9)
MARRIOTT INTL-A      MAR US        6,523.0   (1,377.0)    (732.0)
MDC PARTNERS-A       MDZ/A CN      1,418.5      (12.4)    (165.9)
MDC PARTNERS-A       MDCA US       1,418.5      (12.4)    (165.9)
MEDIA GENERAL-A      MEG US          734.7     (191.7)      38.1
MERRIMACK PHARMA     MACK US         127.3      (32.1)      58.4
MONEYGRAM INTERN     MGI US        4,892.0     (171.7)      14.1
MORGANS HOTEL GR     MHGC US         583.6     (148.2)     104.5
MPG OFFICE TRUST     MPG US        1,450.5     (530.6)       -
NATIONAL CINEMED     NCMI US         831.0     (308.8)     122.2
NAVISTAR INTL        NAV US        8,723.0   (3,638.0)   1,562.0
NEKTAR THERAPEUT     NKTR US         447.9       (2.6)     183.8
NPS PHARM INC        NPSP US         188.5       (4.2)     133.4
NYMOX PHARMACEUT     NYMX US           1.8       (7.4)      (1.9)
ODYSSEY MARINE       OMEX US          28.0       (7.1)     (15.5)
OMTHERA PHARMACE     OMTH US          18.3       (8.5)     (12.0)
ORGANOVO HOLDING     ONVO US          16.7       (5.3)      (6.2)
PALM INC             PALM US       1,007.2       (6.2)     141.7
PDL BIOPHARMA IN     PDLI US         312.8      (93.7)     189.9
PHILIP MORRIS IN     PM US        37,418.0   (2,732.0)   2,152.0
PHILIP MRS-BDR       PHMO11B BZ   37,418.0   (2,732.0)   2,152.0
PLAYBOY ENTERP-A     PLA/A US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B     PLA US          165.8      (54.4)     (16.9)
PLY GEM HOLDINGS     PGEM US         881.8     (314.9)     101.4
PROTECTION ONE       PONE US         562.9      (61.8)      (7.6)
QUALITY DISTRIBU     QLTY US         510.5      (11.1)      88.5
QUINTILES TRANSN     Q US          2,426.7   (1,322.3)     217.5
REGAL ENTERTAI-A     RGC US        2,451.8     (706.2)     117.1
RENAISSANCE LEA      RLRN US          57.0      (28.2)     (31.4)
RENTPATH INC         PRM US          208.0      (91.7)       3.6
REVLON INC-A         REV US        1,241.9     (655.1)     152.9
RITE AID CORP        RAD US        7,078.7   (2,459.4)   1,830.8
RURAL/METRO CORP     RURL US         303.7      (92.1)      72.4
SALLY BEAUTY HOL     SBH US        1,892.1     (280.5)     523.4
SILVER SPRING NE     SSNI US         494.3     (104.0)      60.1
SINCLAIR BROAD-A     SBGI US       2,734.5      (97.3)     (18.2)
SUPERVALU INC        SVU US       11,034.0   (1,415.0)  (1,380.0)
TAUBMAN CENTERS      TCO US        3,302.5     (184.4)       -
THRESHOLD PHARMA     THLD US         113.9      (21.8)      88.3
TOWN SPORTS INTE     CLUB US         406.2      (50.7)     (13.2)
ULTRA PETROLEUM      UPL US        2,035.4     (562.2)    (293.0)
UNISYS CORP          UIS US        2,323.2   (1,545.4)     453.1
VECTOR GROUP LTD     VGR US        1,066.8     (108.3)     422.2
VENOCO INC           VQ US           704.3     (299.9)     (40.5)
VERISIGN INC         VRSN US       2,071.1      (39.1)     (91.2)
VIRGIN MOBILE-A      VM US           307.4     (244.2)    (138.3)
VISKASE COS I        VKSC US         334.7       (3.4)     113.5
WEIGHT WATCHERS      WTW US        1,314.7   (1,620.7)    (312.5)
WEST CORP            WSTC US       3,940.9     (850.2)     297.8
WESTMORELAND COA     WLB US          943.0     (286.5)      (3.0)
XERIUM TECHNOLOG     XRM US          616.9      (26.0)     123.4
XOMA CORP            XOMA US          88.9       (0.9)      60.6
YRC WORLDWIDE IN     YRCW US       2,200.9     (642.6)     111.1


                            *********

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

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

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

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
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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
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez,
Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl
Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

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

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