TCR_Public/130619.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, June 19, 2013, Vol. 17, No. 168

                            Headlines

1250 OCEANSIDE: Hallstrom Group Approved as Appraiser
1250 OCEANSIDE: Wants Access to SKF II's Cash Collateral
1250 OCEANSIDE: Wants Plan Exclusivity Extended Until Nov. 4
1250 OCEANSIDE: Gelber Gelber Withdraws as General Counsel
261 EAST: Order Approving Georgoulis' Employment Revised

400 EAST 51ST STREET: Court Confirms Reorganization Plan
AFA INVESTMENT: Reaches New Bankruptcy Settlement
ALLIED INDUSTRIES: DCDM Law Group Approved as Bankruptcy Counsel
ALLIED INDUSTRIES: Hiring Special Counsel & Turnaround Consultant
ALLIED SYSTEMS: Yucaipa Slams Revisions to $33.5MM Loan, Sale Plan

AMERICAN AIRLINES: Hiring Approvals Sought
AMERICAN SEMICONDUCTOR: PwC LLP Raises Going Concern Doubt
APOLLO MEDICAL: Incurs $849,000 Net Loss in First Quarter
ARCAPITA BANK: Court Confirms Joint Plan as to Initial Debtors
ASBURY AUTOMOTIVE: S&P Assigns 'B+' Rating to $75MM Add-On Notes

ASSURED PHARMACY: Amends 2.3 Million Shares Resale Prospectus
ATARI INC: Game-Maker to Hold Four-Day Auction in July
BANYON 1030-32: Trustee Defends $72MM TD Bank Deal
BEGG LLC: Voluntary Chapter 11 Case Summary
BERNARD L MADOFF: 2nd Circ. to Review Class Cert. in Fund Suit

BG MEDICINE: Stockholders Reelect Two Class II Directors
BIRDSALL SERVICES: Pleads Guilty, Pays New Jersey $3.6 Million
CAPITOL BANCORP: Committee Favors Sale, Opposes Chapter 11 Plan
CASTLE ARCH REAL ESTATE: Liquidation Plan Confirmed
CDW CORP: IPO Launch Cues Moody's to Review Ratings for Upgrade

CENTRAL EUROPEAN: Issues $665 Million of Secured Notes
CHAMPION INDUSTRIES: Incurs $825,000 Net Loss in Second Quarter
CITY OF YORK, PA: Moody's Lowers Rating on GO Bonds to 'Ba1'
CLEAR CHANNEL: CEO's Annual Salary Hiked to $1.1 Million
COMARCO INC: Incurs $1.5 Million Net Loss in First Quarter

COOPER TIRE: Moody's Eyes Ratings Downgrade Following Merger
COPYTELE INC: Had $2.5 Million Net Loss in April 30 Quarter
CROSSOVER FINANCIAL: Court Rejects Plan Disclosure Statement
CROSSOVER FINANCIAL: Motion to Appoint Chapter 11 Trustee Denied
DAIS ANALYTIC: Appoints New Chief Operating Officer

DELANCO BANCORP: Incurs $324K Net Loss in Fiscal 2013
DETROIT, MI: Creditors Asked to Accept 10% Recovery
DETROIT, MI: DIA Art Pieces Cannot be Sold to Pay Debt
DETROIT, MI: Fitch Cuts Rating on Pension Obligation Certs to 'D'
DETROIT, MI: Moody's Cuts Bond Ratings on Bankruptcy Risk

DEWEY STRIP: Section 341(a) Meeting on July 18
DIALOGIC INC: Chief Financial Officer Quits
DIGERATI TECHNOLOGIES: Removes Suit v. Sonfield to Bankr. Court
DIGERATI TECHNOLOGIES: Removes Sonfield v. Albeck From State Court
DIGERATI TECHNOLOGIES: Hiring Hoover Slovacek as Counsel

DIGITALTOWN INC: M&K CPAs Raises Going Concern Doubt
DUMA ENERGY: Incurs $886K Net Loss in March 31 Quarter
DUNLAP OIL: Secured Creditor Wants Plan Hearing Vacated
DREIER LLP: Creditors Fight $10MM Claim From Ex-Partner in Calif.
EASTMAN KODAK: Microsoft, et al. Object to UK Pension Fund Deal

ECO BUILDING: Amends Fiscal 2012 Annual Report
ELEMENT LLC: Case Summary & 20 Largest Unsecured Creditors
ENDO HEALTH: Moody's Downgrades CFR to 'Ba3'; Outlook Negative
EPAZZ INC: Reports $398,500 Net Loss in First Quarter
EXIDE TECHNOLOGIES: Sues Calif. Regulator Over Plant Shutdown

EXIDE TECHNOLOGIES: Section 341(a) Meeting Set on July 16
FNBH BANCORP: Director to Invest up to $9 Million
FRIENDSHIP DAIRIES: Hearing Thurs. on Plan Outline, Cash Access
GABRIEL TECHNOLOGIES: Files First Amended Chapter 11 Plan
GABRIEL TECHNOLOGIES: Can Employ Kenneth Fitzgerald

GIBSON ENERGY: S&P Rates US/C$750MM Senior Unsecured Notes 'BB'
GRASSY HILL: Involuntary Chapter 11 Case Summary
GREEN FIELD: Amends 247,000 Common Shares Resale Prospectus
GREENEDEN US: S&P Revises Outlook to Stable & Affirms 'B' CCR
GREENHUNTER RESOURCES: Incurs $7.5-Mil. Net Loss in First Quarter

GRUPO TMM: Incurs MXN781.1-Mil. Net Loss in 2012
GUIDED THERAPEUTICS: Stockholders Elect Six Directors
HALSEY MINOR: Tries Again for Bankruptcy After Missed Deadline
HAMPTON LAKE: Disclosure Statement Hearing on June 19
HAWKER BEECHCRAFT: GAO Rejects Protest of Air Force Contract

HERON LAKE: Sees $998,000 Net Loss for April 30 Quarter
ICEWEB INC: Offering 25 Million Common Shares to Employees
IGPS COMPANY: Hearing on Auction Rules This Week, Financing Next
IGPS COMPANY: Wins Approval for AlixPartners as Claims Agent
IGPS COMPANY: Proposes Fox Rothschild as Co-Counsel

IKARIA ACQUISITION: Moody's Lowers CFR to B2 After Dividend Recap
INTERNATIONAL HOME: Settles With FirstBank, Wants Case Dismissed
JAMES RIVER: BNP Paribas Held 5.3% Equity Stake at May 28
JAMMIN JAVA: Incurs $418,647 Net Loss in April 30 Quarter
J AND Y INVESTMENT: Files Second Amended Disclosure Statement

J AND Y INVESTMENT: Court Denies Amendment of Cash Collateral
KIT DIGITAL: Plan Set for August 15 Confirmation
L.O.G. ENERGY: Case Summary & 20 Largest Unsecured Creditors
LAUSELL INC: Disclosure Statement Hearing Set for Aug. 7
LEHMAN BROTHERS: Trustee Settles Claim of Curacao Subsidiary

LEHMAN BROTHERS: Russell, et al., Defend Claims vs. LBI
LEHMAN BROTHERS: LBI Trustee Objects to Riverside Claim
LEHMAN BROTHERS: Release of Funds From Texas Meadows Okayed
LEXARIA CORP: Reports $48K Net Loss in Fiscal 2013 2nd Qtr.
LHP HOSPITAL: High Leverage Cues Moody's to Lower CFR to 'Caa1'

LIBERTY MEDICAL: Needs More Time to Craft Plan
LOUIS PEARLMAN: Victims To Get 4% Of Losses Under Ch. 11 Plan
LUNSFORD BROTHERS: Case Summary & 11 Unsecured Creditors
METRO MANAGEMENT: Case Summary & 2 Unsecured Creditors
MERISEL INC: Saints Capital Willing to Pay $0.17 Apiece

MIRAMAR BRANDS: Case Summary & 20 Largest Unsecured Creditors
MF GLOBAL: Corzine Objects to $200MM 'Loan' in JPMorgan Deal
MGM RESORTS: Stockholders Elect 12 Directors
MOBILEBITS HOLDINGS: Incurs $938K Net Loss in April 30 Quarter
MOUNTAIN PROVINCE: Shareholders Elect Seven Directors

MPG OFFICE: Brookfield Offers to Buy Outstanding Preferred Shares
NAT'L EXCHANGE: Texas High Court Won't Review RE Malpractice Claim
NATIONAL ENVELOPE: Section 341(a) Meeting Scheduled for July 10
NAVISTAR INT'L: S&P Lowers CCR to B- & 1st Lien Notes Rating to B+
NESBITT PORTLAND: To Sell Off Hotels in Ch. 11 Plan

NITRO PETROLEUM: Incurs $344K Net Loss in April 30 Quarter
NTELOS HOLDINGS: S&P Retains 'BB-' CCR on CreditWatch Negative
OCALA FUNDING: BofA Denied Interim Appeal of FDIC Ruling
OCEAN 4660: Engages HVS Consulting as Appraiser
ORCHARD SUPPLY: To Close Up to 30 Underperforming Stores

ORCHARD SUPPLY: Proposes BMC Group as Claims & Noticing Agent
ORCHARD SUPPLY: Proposes $177-Mil. of DIP Financing
ORCHARD SUPPLY: Shareholders Include ESL Clients
ORCHARD SUPPLY: S&P Lowers CCR to 'D' Following Bankruptcy
PARMALAT SPA: Reborn Co. Is Still Fighting Legal Battles

PATRIOT COAL: Exchanges Jabs with Unions During Bankruptcy
PENINSULA BANK: Akerman Senterfitt Hit w/ $4.6MM Malpractice Suit
PENSACOLA BEACH: Sec. 341 Meeting of Creditors to be Held Today
PURE BIOSCIENCE: Incurs $1.5-Mil. Net Loss in April 30 Quarter
QUIGLEY CO: Nearly All Asbestos Claimants Back New Ch. 11 Plan

RENZO RENZI: Abused Bankruptcy System to Avoid Judgment
RESIDENTIAL CAPITAL: Plan Filing Exclusivity Extended to Aug. 21
RESIDENTIAL CAPITAL: Asks for Approval of FGIC Settlement
RESIDENTIAL CAPITAL: Court Okays Payment to Ally, JSNs
RESIDENTIAL CAPITAL: PSA Parties Agree on Stay of Actions

RG STEEL: Seeks Approval to Sell Property to HRE for $275,000
SATCON TECHNOLOGY: Great Wall Gets Nod To Buy Assets In $6MM Deal
SCIENTIFIC LEARNING: Stockholders Elect Six Directors
SCC KYLE PARTNERS: Court to Confirm Amended Plan
SEAN DUNNE: Attempting to Stop Parallel Irish Bankruptcy

SENECA GAMING: Moody's Reviews 'B2' CFR for Possible Upgrade
SERVICE CORP: Moody's Lowers CFR to 'Ba3'; Outlook Stable
SERVICE CORP: S&P Assigns 'BB-' Rating to $425MM Unsecured Notes
SOUND SHORE: U.S. Trustee Appoints 5-Member Creditors' Committee
SOUTH EDGE: JPMorgan Wins $15MM From Meritage In Project Loan Suit

STEINWAY MUSICAL: Moody's to Withdraw Ratings on Notes Redemption
STEWART ENTERPRISES: Moody's Confirms Ba3 CFR; Outlook Negative
SUFFOLK COUNTY: S&P Affirms 'B' Rating to 1996, 2002 Revenue Bonds
THERAPEUTICSMD INC: FDA Accepts Investigational New Drug Filing
THEMESCAPES INC: Case Summary & 20 Largest Unsecured Creditors

TPO HESS: Gets OK For $20MM DIP Package
TRAINOR GLASS: Brian P. Welch Withdraws as Counsel
TRANS-LUX CORP: Receives $887,000 From Leases Assignment
TRIAD GUARANTY: Final Hearing on Trading Restrictions July 9
TRISPORTS.COM LLC: Case Summary & 20 Largest Unsecured Creditors

U.S. STEEL: S&P Cuts CCR to 'BB-' on Weak Operating Performance
UNIFIED 2020: June 20 Final Hearing on Bid to Use Cash Collateral
W.R. GRACE: Frankel Replaces Austern as Future Claimants Rep
W.R. GRACE: Files Post-Confirmation Report for Q1 2013
W.R. GRACE: Continues to Thrive While in Chapter 11 Protection

W.R. GRACE: Wins OK to Sell Property to Gap VI for $13.1-Mil.
VIAWEST INC: S&P Assigns 'B' CCR & Rates $361MM Facilities 'B'
YANKEE CANDLE: S&P Withdraws 'B' Rating on New $950-Mil. Term Loan

* Upcoming Meetings, Conferences and Seminars

                            *********


1250 OCEANSIDE: Hallstrom Group Approved as Appraiser
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii authorized
1250 Oceanside Partners, et al., to employ The Hallstrom Group,
Inc., to act as:

   -- an appraiser to consult with the Debtors' counsel;

   -- a non-testifying expert regarding real property valuation;
      and

   -- a testifying expert, if required in the future.

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

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine LLC, and Pacific Star Company
LLC, owners of the 1,800-acre Hokuli'a luxury real estate
development near Kona on the island of Hawaii, sought Chapter 11
protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6,
2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were part
of his development "empire", which included developments in
Hawaii, Arizona, New Mexico and Scotland.  The secured lender,
Bank of Scotland, declared a default and obtained control of the
Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront on
the Kona coast, stopped after the developers were declared in
default under the loan.  Oceanside and Front Nine own most of the
land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as "Keopuka",
near Hokuli'a.  The Hokuli'a was to have 730 residential units, an
18-hole golf course, club and other amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D. Stucki,
Esq., at Klevansky Piper, LLP, represent the Debtor in its
restructuring effort.  They replace the law firm of Gelber, Gelber
& Ingersoll as general counsel.

A creditors committee has not been appointed.


1250 OCEANSIDE: Wants Access to SKF II's Cash Collateral
--------------------------------------------------------
1250 Oceanside Partners, et al., ask the U.S. Bankruptcy Court for
the District of Hawaii for authorization to use the cash
collateral which Sun Kona Finance II, LLC asserts an interest.

The Debtors would use the cash collateral to service the debt owed
by the Debtor to SKF II, an affiliate of Sun Kona Finance I, LLC,
the DIP Lender to the Debtors.

The Debtor proposes to pay SKF II 100 percent of the cash
collateral received from the date of the filing of Oceanside's
Chapter 11 case until the time as Oceanside moves for further or
alternate relief.  No replacement liens or other adequate
protection will be provided to SKF II, because all cash collateral
will be paid over directly to SKF II.

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine LLC, and Pacific Star Company
LLC, owners of the 1,800-acre Hokuli'a luxury real estate
development near Kona on the island of Hawaii, sought Chapter 11
protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6,
2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were part
of his development "empire", which included developments in
Hawaii, Arizona, New Mexico and Scotland.  The secured lender,
Bank of Scotland, declared a default and obtained control of the
Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront on
the Kona coast, stopped after the developers were declared in
default under the loan.  Oceanside and Front Nine own most of the
land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as "Keopuka",
near Hokuli'a.  The Hokuli'a was to have 730 residential units, an
18-hole golf course, club and other amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D. Stucki,
Esq., at Klevansky Piper, LLP, represent the Debtor in its
restructuring effort.  They replace the law firm of Gelber, Gelber
& Ingersoll as general counsel.

A creditors committee has not been appointed.


1250 OCEANSIDE: Wants Plan Exclusivity Extended Until Nov. 4
------------------------------------------------------------
1250 Oceanside Partners, et al., ask the Bankruptcy Court to
extend their exclusive periods to file a proposed Chapter 11 Plan
until Nov. 4, 2013, and to solicit acceptances for that Plan until
Jan. 2, 2014, respectively.

The Debtors said they need more time to negotiate with secured
creditors regarding treatment of claims and a plan of
reorganization.  Without the extension, the exclusivity period
will end on July 5.

A June 24 hearing at 9:30 a.m. has been set.

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine LLC, and Pacific Star Company
LLC, owners of the 1,800-acre Hokuli'a luxury real estate
development near Kona on the island of Hawaii, sought Chapter 11
protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6,
2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were part
of his development "empire", which included developments in
Hawaii, Arizona, New Mexico and Scotland.  The secured lender,
Bank of Scotland, declared a default and obtained control of the
Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront on
the Kona coast, stopped after the developers were declared in
default under the loan.  Oceanside and Front Nine own most of the
land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as "Keopuka",
near Hokuli'a.  The Hokuli'a was to have 730 residential units, an
18-hole golf course, club and other amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D. Stucki,
Esq., at Klevansky Piper, LLP, represent the Debtor in its
restructuring effort.  They replace the law firm of Gelber, Gelber
& Ingersoll as general counsel.

No creditors Committee has been appointed.


1250 OCEANSIDE: Gelber Gelber Withdraws as General Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii approved (i)
the withdrawal of Gelber, Gelber & Ingersoll as general counsel
for 1250 Oceanside Partners, et al., and (ii) the substitution of
Klevancky Piper, LLP as general counsel.

The Court approved the employment of Gelber Gelber on April 23.

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine LLC, and Pacific Star Company
LLC, owners of the 1,800-acre Hokuli'a luxury real estate
development near Kona on the island of Hawaii, sought Chapter 11
protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6,
2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were part
of his development "empire", which included developments in
Hawaii, Arizona, New Mexico and Scotland.  The secured lender,
Bank of Scotland, declared a default and obtained control of the
Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront on
the Kona coast, stopped after the developers were declared in
default under the loan.  Oceanside and Front Nine own most of the
land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as "Keopuka",
near Hokuli'a.  The Hokuli'a was to have 730 residential units, an
18-hole golf course, club and other amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D. Stucki,
Esq., at Klevansky Piper, LLP, represent the Debtor in its
restructuring effort.  They replace the law firm of Gelber, Gelber
& Ingersoll as general counsel.

A creditors committee has not been appointed.


261 EAST: Order Approving Georgoulis' Employment Revised
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered an order amending the March 9, 2012, order authorizing
261 East 78 Realty Corporation to employ Georgoulis & Associates,
PLLC, now known as Cohen Seglias Pallas Greenhall & Furman PC, as
special litigation counsel.

The Court amended the retention order to provide that, among other
things:

   -- the special counsel will make applications for allowance
      of compensation and reimbursement of expenses from the
      Debtor's estate with respect to services performed relating
      to the Lender Liability Action against MB Financial Bank,
      N.A.;

   -- the special counsel will not be entitled to payment of
      compensation and reimbursement of expenses, or to make
      any application therefor, prior to the entry of final and
      non-appealable orders: (a) resolving the Lender Liability
      Action; and (b) determining the amount of MB Financial's
      secured claim; and

   -- the special counsel will not be entitled to payment of
      compensation and reimbursement of expenses except to the
      extent that (a) its services result in a reduction or
      subordination of MB Financial's secured claim and; (b) the
      reduction or subordination, if any, creates equity for the
      estate in the property securing MB Financial's claim.

                          About 261 East

261 East 78 Realty Corp. owns real property located at 261 East
78th Street, in New York.  The premises consist of seven
commercial units, three of which are currently occupied.  261 East
78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-15624) on Dec. 6, 2011.  The case was assigned to Judge
Robert E. Gerber.  The Chapter 11 filing was precipitated by the
commencement of foreclosure proceedings on the premises.  The
Debtor scheduled $20.2 million in assets and $18.8 million in
liabilities.  The petition was signed by Lee Moncho, president.

Jonathan S. Pasternak, Esq., and Erica R. Feynman, Esq., at
DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, in White
Plains, N.Y., represent the Debtor as counsel, replacing Shaked &
Posner as attorneys for the Debtor.


400 EAST 51ST STREET: Court Confirms Reorganization Plan
--------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York has confirmed the Chapter 11 plan of
reorganization proposed by 400 East 51st Street LLC after
determining that the Plan satisfies the requirements under Section
1129 of the Bankruptcy Code.

Under the Plan, 51st Street Lender LLC's secured claim (Class 2)
is impaired and the lender is entitled to vote on the Plan.  The
51st Street, as assignee of New York Commercial Bank's claim, will
have an allowed secured claim in the amount of $14,016,847 and
will recover only 95% of its claim.  The Debtor will transfer to
the lender title to the commercial unit at the Grand Beekman
Condominium, located at 400 East 51st Street, in New York.

Holders of other priority claims (Class 1), to the extent there's
any, and general unsecured claims (Class 3) are unimpaired and
conclusively deemed to have accepted the Plan.  The estimated
claim amount for other priority claims is $0.  The estimated claim
amount for general unsecured claims is $58,207.  Holders of these
clams will recover 100%.

Holders of equity interests (Class 4) will receive no
distributions under the Plan and are therefore deemed to have
rejected the Plan.  Equity interests in the Debtor will be
cancelled.

                    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.

The Court has approved the disclosure statement explaining the
proposed plan of reorganization in which 51st Street Lender LLC's
secured claim (Class 2) is impaired and the lender is entitled to
vote on the Plan.  The 51st Street will recover only 95% of its
claim.  The Debtor will transfer to the lender title to the
commercial unit at the Grand Beekman Condominium, located at 400
East 51st Street, in New York.

A June 5, 2013 hearing has been set for the confirmation of the
Plan.


AFA INVESTMENT: Reaches New Bankruptcy Settlement
-------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that meat processor
AFA Foods Inc. has reached a new settlement with creditors,
lenders and a class suing it for labor violations, telling a
Delaware bankruptcy judge that the parties had addressed issues
that sank a previously proposed settlement resolving disputes over
the "pink slime" producer's bankruptcy.

According to the report, Pennsylvania-based AFA and the other
parties said the revised global settlement resolved nearly all the
key disputes among the players, dealt with issues that killed the
prior settlement and set a foundation for the successful
conclusion of the Chapter 11 cases.

                          About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
The Company had five processing facilities and two ancillary
facilities across the country with annual processing capacity of
800 million pounds.  AFA had seven facilities capable of producing
800 million pound of ground beef annually.  Revenue in 2011 was
$958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings (BLBT) affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson &
Corroon LLP serves as co-counsel.  The Committee also obtained
approval to retain J.H. Cohn LLP as its financial advisor, nunc
pro tunc to April 13, 2012.

AFA, in its Chapter 11 case, sold plants and paid off the first-
lien lenders and the loan financing the Chapter 11 effort.
Remaining assets are $14 million cash and the right to file
lawsuits.

General Electric Capital Corp. and Bank of America Corp. provided
about $60 million in DIP financing.  The loan was paid off in
July.

In October 2012, the Bankruptcy Court denied a settlement that
would have released Yucaipa Cos., the owner and junior lender to
AFA Foods, from claims and lawsuits the creditors might otherwise
bring, in exchange for cash to pay unsecured creditors' claims
under a liquidating Chapter 11 plan.  Under the deal, Yucaipa
would receive $11.2 million from the $14 million, with the
remainder earmarked for unsecured creditors.  Asset recoveries
above $14 million would be split with Yucaipa receiving 90% and
creditors 10%.  Proceeds from lawsuits would be divided roughly
50-50.


ALLIED INDUSTRIES: DCDM Law Group Approved as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Allied Industries, Inc., to employ DCDM Law Group, PC
as bankruptcy counsel.

Allied Industries, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case. No. 13-11948) on March 21, 2013.  The petition was
signed by Ernesto Gutierrez as president and chief executive
officer.  The Debtor scheduled assets of $13,086,216 and
scheduled liabilities of $7,457,365.  Dheeraj K. Singhal, Esq., at
DCDM Law Group, P.C., serves as the Debtor's counsel.


ALLIED INDUSTRIES: Hiring Special Counsel & Turnaround Consultant
-----------------------------------------------------------------
Allied Industries, Inc., asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ:

     1. as special counsel the law firms, Melinda Guzman,
        Professional Corporation, and Hunter, Molloy & Salcido
        LLP; and

     2. as turnaround consultant, the Capital Turnaround
        Group, Inc.

According to the Debtor, (i) MGPC represents the Debtor in its
civil litigation over its construction contracts and employment
litigation, and advises the Debtor on personnel and general
corporate matters; and (ii) HMS represents the Debtor in the
administrative claims made by the California Contractor's State
License Board against the Debtor and for claims made by contract
parties against the contractor's license bonds of the Debtor and
its bonding companies regarding alleged contract breaches
committed by the Debtor in its construction projects.

CTG will assist the Debtor with the development and execution of a
turnaround plan to return the Debtor to a healthy financial
position.  CTG have not represented, or are representing the
Debtor in a bankruptcy case in this or any other court.  Rafael
Sanchez, the chief executive officer of CTG, will act as
turnaround consultant to the Debtor.

                        The MGPC Agreement

Under its agreement with MGPC, the Debtor and MGPC agreed that it
will represent the Debtor on the following terms: no retainer
payment; MGPC charges $325 per hour for the services of Melinda
Guzman and $100 for her paralegals to represent the Debtor.

As of the Petition Date, the Debtor owed MGPC approximately
$22,103 for MGPC's services rendered to the Debtor.

                        The HMS Agreement

Under the HMS engagement agreement, the Debtor and HMS agreed that
it will represent the Debtor on these terms: a prepetition
retainer payment of $5,000; HMS charges $375 per hour for
partners, $250 for associates, and $145 for paralegals to
represent the Debtor; and the Debtor is required to pay for the
costs incurred by HMS in representing the Debtor.

As of the Petition Date, the Debtor owed to HMS approximately
$2,325 for HMS' services rendered to the Debtor.  The Debtor has
paid a $5,000 retainer to HMS.

                        The CTG Agreement

The Debtor will pay CTG a flat rate fee of $6,000 per month plus
reasonable expenses for travel and meals and other expenses; there
is no prepetition retainer payment.

To the best of the Debtors' knowledge, MGPC, HMS, and CTG have no
interest adverse to the estate with respect to matters for which
the firms will be employed by the Debtor.

CTG may be reached at:

          Rafael Sanchez
          CAPITAL TURNAROUND GROUP
          President and Chief Executive Officer
          Tel: 916-631-4798
               916-519-5481
          Email: sssinc@sprintmail.com

                      About Allied Industries

Allied Industries, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case. No. 13-11948) on March 21, 2013.  The petition was
signed by Ernesto Gutierrez as president and chief executive
officer.  The Debtor scheduled assets of $13,086,216 and
scheduled liabilities of $7,457,365.  Dheeraj K. Singhal, Esq., at
DCDM Law Group, P.C., serves as the Debtor's counsel.


ALLIED SYSTEMS: Yucaipa Slams Revisions to $33.5MM Loan, Sale Plan
------------------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that Allied Systems
Holdings Inc.'s bankruptcy lender and majority owner, Yucaipa Cos.
Ltd, said that it's not satisfied with revisions to the company's
proposed $33.5 million replacement loan and sale plan, arguing
that the replacement private equity lenders would still have too
much power.

According to the report, Yucaipa asked the court to delay a
hearing on the matter scheduled for June 19 by two days to gather
supporting evidence, but U.S. Bankruptcy Judge Christopher S.
Sontchi denied the request.

                       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 also 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 is allowing Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


AMERICAN AIRLINES: Hiring Approvals Sought
------------------------------------------
BankruptcyData reported that AMR filed with the U.S. Bankruptcy
Court motions to retain Daugherty, Fowler, Peregrin, Haught &
Jenson (Contact: Robin D. Jenson) as special counsel at the
following hourly rates: partner at $300 to $380 and
paraprofessionals at $150 to $190 and Pillsbury Winthrop Shaw
Pittman (Contact: Jennifer Trock) as special counsel at the
following hourly rates: partner at $625 to $1,155, counsel at $380
to $1,020, associate at $380 to $765 and paraprofessional at $70
to $755.

                     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 SEMICONDUCTOR: PwC LLP Raises Going Concern Doubt
----------------------------------------------------------
American Semiconductor Corporation filed on June 14, 2013, its
annual report on Form 10-K for the year ended March 31, 2013.

PricewaterhouseCoopers LLP, in Boston, Massachusetts, expressed
substantial doubt about American Semiconductor's ability to
continue as a going concern, citing the Company's has recurring
losses from operations and negative operating cash flows and the
uncertainty of financing or other alternative liquidity sources.

The Company reported a net loss of $66.1 million on $87.4 million
of revenues for the fiscal year ended March 31, 2013, compared
with a net loss of $136.8 million on $76.5 million of revenues for
the fiscal year ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed
$216.7 million in total assets, $91.6 million in total
liabilities, and stockholders' equity of $125.1 million.

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

Devens, Massachusetts-based American Semiconductor Corporation
(NASDAQ: AMSC) is a leading provider of megawatt-scale solutions
that lower the cost of wind power and enhance the performance of
the power grid.  AMSC, through its Windtec(TM) Solutions, provides
wind turbine electronic controls and systems, designs and
engineering services that reduce the cost of wind energy.  Through
its Gridtec (TM) Solutions, AMSC provides the engineering planning
services and advanced grid systems that optimize network
reliability, efficiency and performance.


APOLLO MEDICAL: Incurs $849,000 Net Loss in First Quarter
---------------------------------------------------------
Apollo Medical Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $849,115 on $2.44 million of net revenues for the
three months ended April 30, 2013, as compared with a net loss of
$157,356 on $1.63 million of net revenues for the same period
during the prior year.

As of April 30, 2013, the Company had $3.38 million in total
assets, $4.32 million in total liabilities and a $934,919 total
stockholders' deficit.

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

                        http://is.gd/XXc0vc

                        About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern qualification on the consolidated financial
statements for the fiscal year ended Jan. 31, 2013.  The
independent auditors noted that the Company had a loss from
operations of $2,078,487 for the year ended Jan. 31, 2013, and had
an accumulated deficit of $11,022,272 as of Jan. 31, 2013.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

Apollo Medical reported a net loss of $8.90 million on $7.77
million of net revenues for the year ended Jan. 31, 2013, as
compared with a net loss of $720,346 on $5.11 million of net
revenues for the year ended Jan. 31, 2012.


ARCAPITA BANK: Court Confirms Joint Plan as to Initial Debtors
--------------------------------------------------------------
On Monday, June 17, 2013, the U.S. Bankruptcy Court for the
Southern District of New York entered its Findings of Fact,
Conclusions of Law, and Order confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and
Related Debtors with respect to teach Debtor other than Falcon Gas
Storage Company, Inc.

The Plan contemplates, among others, the entry of the Debtors into
a $185 million Murabaha exit facility that will allow the Debtors
to wind down their businesses and assets for the benefit of all
creditors and stakeholders.

At the Confirmation Hearing, the Court commenced the confirmation
hearing on the Falcon Subplan and, based on a request from Falcon,
adjourned such confirmation hearing related to the Falcon Subplan
pending the Court's ruling on the Falcon subordination issues
presented to the Court at a hearing on June 10, 2013.
Accordingly, at the Confirmation Hearing, the Court only
considered Confirmation of the Plan with respect to the Initial
Debtors.

Based on the adjournment of the confirmation hearing on the Falcon
Subplan, Tide Natural Gas Storage I, LP, and Tide Natural Gas
Storage II, LP, withdrew its objection to the Plan for the
Initial Debtors and its rejecting Class 8(a) vote with respect to
the Plan for the Initial Debtors, and agreed that Tide's Claim, if
any, against Arcapita Bank would be treated as a Class 10(a)
Claim.  Tide did not withdraw its vote with respect to the Falcon
Subplan and fully reserved all of its rights with respect to
Falcon, including its right to object to the Falcon Subplan;
Falcon reserved all of its rights with respect to Tide and its
claims against Falcon.

Pursuant to Section 1123 of the Bankruptcy Code and Bankruptcy
Rule 9019, the Court's Order also approved the SCB Settlement
Motion and the SCB Plan Settlement.

The Exit Facility (including the conversion of the DIP Facility
into the Exit Facility), including the payment of all fees,
indemnities, expenses and other amounts provided for by the Exit
Facility, are approved for purposes of implementation of the Plan,
subject to entry of and any modification by the Final DIP Order.

A copy of the Confirmation Order and the confirmed Second Amended
Joint Chapter 11 Plan of Arcapita Bank and Related Debtors (With
First Technical Modifications) is available at:

         http://bankrupt.com/misc/arcapita.doc1262.pdf

                       About Arcapita Bank

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

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

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

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

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

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

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

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


ASBURY AUTOMOTIVE: S&P Assigns 'B+' Rating to $75MM Add-On Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
issue-level rating to Duluth, Ga.-based auto retailer Asbury
Automotive Group's proposed $75 million add-on to its 8.375%
senior subordinated notes due 2020.  The recovery rating is '6',
indicating S&P's expectation of negligible recovery (0%-10%) in
the event of a default.

The 'BB' corporate credit rating on Asbury remains unchanged
because S&P believes Asbury's debt leverage following the issuance
will remain within the target S&P envisions for the 'BB' rating.
S&P assumes Asbury will pursue a financial policy that will
balance business expansion and shareholder returns with lease-
adjusted leverage of about 3.5x or less and a ratio of free
operating cash flow to total debt of 15% or better.  The company
has indicated that the net proceeds, together with existing cash
or available borrowings under various credit or mortgage
facilities, may be used to redeem its 7.625% senior subordinated
notes due 2017.

"Our ratings on Asbury reflect its "fair" business risk profile
characterized by thin margins and cyclical sales, stable and
higher-margin service profits, a somewhat recession-resistant
business model, and improved EBITDA.  The ratings also reflect
Asbury's "significant" financial risk profile, which incorporates
its debt leverage, which was 3.0x for the 12 months ended
March 31, 2013, and its free operating cash flow, which is
typically positive on a rolling-12-month basis.  We believe Asbury
will continue to benefit from a recovery in U.S. light vehicles
sales this year and next, and expand earnings and lower debt
leverage because it has largely finished building out its
infrastructure and automated system to gain benefits of scale in
its light vehicle retail business," S&P said.

For the complete corporate rating rationale, see the research
update on Asbury published March 14, 2013, on RatingsDirect.

RATINGS LIST

Asbury Automotive Group Inc.
Corporate credit rating        BB/Stable/--

Ratings Assigned

Asbury Automotive Group Inc.
Senior Subordinated
  $75 mil. notes due 2020       B+
   Recovery rating              6


ASSURED PHARMACY: Amends 2.3 Million Shares Resale Prospectus
-------------------------------------------------------------
Assured Pharmacy, Inc., filed with the U.S. Securities and
Exchange Commission a post-effective amendment to its registration
statement relating to the offer and sale or other disposition of
2,292,067, shares of the Company's common stock issuable on
exercise of warrants (at exercise prices ranging from $0.90 to
$1.52 per share) by Hillair Capital Investments L.L.C., Coventry
Enterprises LLC, Oliver Sehgal, et al.

The Company's common stock is presently quoted on the OTC Markets
under the trading symbol "APHY".  On June 4, 2013, the last sale
price of the Company's common stock as reported by the OTC Markets
was $0.89 per share.

The Company will not receive any of the proceeds from the sale of
the shares of common stock by the selling stockholders, but will
receive proceeds related to the exercise for cash of warrants held
by the selling stockholders.

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

                        http://is.gd/ttlBgJ

                       About Assured Pharmacy

Headquartered in Frisco, Texas, Assured Pharmacy, Inc., is engaged
in the business of establishing and operating pharmacies that
specialize in dispensing highly regulated pain medication for
chronic pain management.

The Company was organized as a Nevada corporation on Oct. 22,
1999, under the name Surforama.com, Inc., and previously operated
under the name eRXSYS, Inc.  The Company changed its name to
Assured Pharmacy, Inc., in October 2005.

Assured Pharmacy disclosed a net loss attributable to the Company
of $4 million on $14.14 million of sales for the year ended Dec.
31, 2012, as compared with a net loss attributable to the Company
of $3.27 million on $16.44 million of sales in 2011.

BDO USA, LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.

The Company's balance sheet at March 31, 2013, showed $2.33
million in total assets, $9.56 million in total liabilities and a
$7.23 million stockholders' deficit.

                        Bankruptcy Warning

"Our business is highly leveraged and the successful
implementation of the foregoing plan necessitates that we reach an
agreement with our existing debt holders to extend the maturity
date of debt securities which came due in 2012.  As of March 31,
2013, we had $540,310 in debt securities which were due in the
year 2012, which included $500,000 in principal amount of
unsecured convertible debentures.  We are attempting to extend the
maturity date of all outstanding debt securities which were due in
2012, but can provide no assurance that the holders of such
securities will agree to extend the maturity date on these
securities on acceptable terms.  We are also discussing the
possibility of these debt holders converting the securities into
equity.  If our debt holders choose not to convert certain of
these securities into equity, we will need to repay such debt, or
reach an agreement with the debt holders to extend the terms
thereof.  If we are forced to repay the debt, this need for funds
would have a material adverse impact on our business operations,
financial condition and prospects, would threaten our ability to
operate as a going concern and may force us to seek bankruptcy
protection," according to the Company's quarterly report for the
period ended March 31, 2013.


ATARI INC: Game-Maker to Hold Four-Day Auction in July
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that video-game maker Atari Inc., with no one so far
offering an adequate price for the entire business, will sell the
assets at auction on July 16 through July 19.

According to the report, the bankruptcy court in New York approved
auction and sale procedures on June 14.  Bids are due July 10,
followed by four days of actions and a hearing on July 24 to
approve the sales.  The main titles have minimum bids and will be
auctioned on specified days.  The RollerCoaster Tycoon titles have
a $3.5 million minimum bid.  For Test Drive, it's $1.5 million.
For the Atari brand, to be auctioned July 19, the minimum is $15
million.

The report discloses that bidders can submit offers for all or
parts of the assets.

                        About Atari Inc.

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

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

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

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

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


BANYON 1030-32: Trustee Defends $72MM TD Bank Deal
--------------------------------------------------
Linda Chiem of BankruptcyLaw360 reported that the trustee for a
bankrupt feeder fund in Scott Rothstein's Ponzi scheme asked a
Florida bankruptcy court to nix an attempt by the victims
targeting TD Bank NA for its role in the scam to block a proposed
$72 million settlement.

According to the report, Robert Furr, the Chapter 7 trustee for
feeder fund Banyon 1030-32 LLC, said the victims have raised
"misguided" and "unfounded" claims related to subject matter
jurisdiction and their attempt to block Furr's motion seeking
approval of the TD Bank settlement should be rejected outright.


BEGG LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: BEGG, LLC, a Missouri limited liability company
        100 East Texas Ave.
        Columbia, MO 65202

Bankruptcy Case No.: 13-20859

Chapter 11 Petition Date: June 14, 2013

Court: United States Bankruptcy Court
       Western District of Missouri (Jefferson City)

Judge: Dennis R. Dow

Debtor's Counsel: Harry D. Boul, Esq.
                  One East Broadway St., Suite B
                  Columbia, MO 65203
                  Tel: (573) 443-7000
                  Fax: (573) 449-6554
                  E-mail: hboul@earthlink.net

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

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

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

The petition was signed by Glen Allen Gromer, member.


BERNARD L MADOFF: 2nd Circ. to Review Class Cert. in Fund Suit
--------------------------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that the Second Circuit
said it will review a judge's decision to certify a class of
institutional investors who claim several fund administrators and
an auditor helped a feeder fund for Bernard Madoff funnel the
investors' money into the notorious Ponzi scheme.

According to the report, the appeals court granted a request to
review U.S. District Judge Victor Marrero's Feb. 25 decision,
which certified a class of institutional investors who claim that
the remaining defendants in the case didn't do enough to police
Fairfield Greenwich Group.

The case is Anwar et al v. Fairfield Greenwich Limited et al.,
Case No. 1:09-cv-00118 (S.D.N.Y.).

                   About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

Mr. Picard has made three distributions, paying more than half of
smaller claims in full and satisfying just over 50 percent of
larger customer claims totaling more than $17 billion.


BG MEDICINE: Stockholders Reelect Two Class II Directors
---------------------------------------------------------
At the Company's 2013 annual meeting of stockholders which was
held on June 12, 2013, the stockholders relected Timothy Harris,
Ph.D., D.Sc., and Brian Posner to serve as Class II directors
until the Company's 2016 annual meeting of stockholders and until
their successors are duly elected and qualified.  After the Annual
Meeting, Noubar Afeyan, Ph.D., Stelios Papadopoulos, Ph.D., and
Harrison M. Bains, continued to serve as Class I Directors for
terms that expire at the 2015 annual meeting and until their
successors are duly elected and qualified, and Stephane Bancel and
Paul Sohmer, M.D., continued to serve as Class III Directors for
terms that expire at the 2014 annual meeting and until their
successors are duly elected and qualified.

The selection of Deloitte & Touche LLP as the Company's
independent registered public accounting firm for the fiscal year
ending Dec. 31, 2013, was ratified.  The compensation of the
Company's named executive officers was approved.

                    Lease Agreement with Waltham

BG Medicine, Inc., on June 10, 2013, entered into a Lease
Agreement with Waltham Winter Street 880, LP, for 11,682 square
feet of office space located at 880 Winter Street in Waltham,
Massachusetts 02451.  The Company intends to move its corporate
headquarters to the Premises on the date that the Landlord
substantially completes work on a renovation that the Landlord
agreed to make for the Company prior to the commencement of the
Lease.  The Landlord and the Company agreed to a target
Commencement Date of Aug. 1, 2013.  Under the terms of the Lease,
the Company will lease the Premises for an initial term of five
years and four months following the Commencement Date, with an
option to renew for one additional five-year term.  To exercise
its option for the additional term, the Company must provide the
Landlord with notice of its exercise of the option at least nine
months prior to the termination of the Original Term.

The rent will be approximately $377,000 for the first year and
will increase incrementally during the Original Term to
approximately $400,000 for the fifth year.  If the Company
exercises the option for the additional five-year term, rent will
be set at the then-prevailing market rental rate.

                         About BG Medicine

Waltham, Mass.-based BG Medicine is a diagnostics company focused
on the development and commercialization of novel cardiovascular
diagnostic tests to address significant unmet medical needs,
improve patient outcomes and contain healthcare costs.  The
Company is currently commercializing two diagnostic tests, the
first of which is the BGM Galectin-3 test, a novel assay for
measuring galectin-3 levels in blood plasma or serum for use as an
aid in assessing the prognosis of patients diagnosed with heart
failure.  The Company's second diagnostic test is the CardioSCORE
test, which is designed to identify individuals at high risk for
near-term, significant cardiovascular events, such as heart attack
and stroke.

BG Medicine reported a net loss of $23.8 million in 2012, compared
with a net loss of $17.6 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $23.49 million in total assets,
$15.11 million in total liabilities, and $8.37 million in total
stockholders' equity.

"We expect to incur further losses in the commercialization of our
cardiovascular diagnostic test and the operations of our business
and have been dependent on funding our operations through the
issuance and sale of equity securities.  These circumstances may
raise substantial doubt about our ability to continue as a going
concern," according to the Company's annual report for the period
ended Dec. 31, 2012.


BIRDSALL SERVICES: Pleads Guilty, Pays New Jersey $3.6 Million
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Birdsall Services Group Inc., an engineering firm
under control of a bankruptcy trustee, pleaded guilty last week to
two criminal counts for making political contributions in
violation of New Jersey's pay-to-play law.

According to the report, as part of a settlement with the trustee,
Birdsall will pay the state a total of $3.6 million from the sale
of the business.  The payment consists of a $1 million fine and
$2.6 million in forfeiture.  Formal sentencing will occur Aug. 30,
the New Jersey Attorney General said in a statement.

The report relates that the company pleaded guilty to making
political contributions disguised as contributions by employees
and executives.  The trustee was authorized by the bankruptcy
court this month to sell the assets for $5.6 million cash plus
contingent payments to Partner Assessment Corp.  The sale-approval
order requires the trustee to pay $1.3 million to the state
Attorney General immediately, with another $1.3 million paid by
July 31.  In addition, $1 million was set aside to pay the fine.
The attorney general also indicted company Chief Executive Howard
C. Birdsall and six other executives.

The report discloses that two other company employees previously
pleaded guilty and are awaiting sentencing.  The trustee agreed to
cooperate with the continuing criminal prosecutions.

                    About Birdsall Services

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

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

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

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


CAPITOL BANCORP: Committee Favors Sale, Opposes Chapter 11 Plan
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Capitol Bancorp Ltd. official unsecured
creditors' committee supports the holding company's initiative to
sell the remaining banks it owns in six states.  The committee
nonetheless believes the Chapter 11 plan Capitol filed in May
cannot be approved by the U.S. Bankruptcy Court in Detroit.
Capital is trying to sell the remaining banks before they are
taken over by regulators.  Four were seized in the last month.

According to the Law360 report, Capitol has assets of $1.4 billion
and debt totaling $1.55 billion, according to the disclosure
statement accompanying the plan.  The bank subsidiaries' assets
are
$1.28 billion.  The holding company said it was unable to locate
an equity investor willing to sponsor a reorganization plan.

Capitol filed under Chapter 11 in August, with a plan already
accepted by the requisite majorities of creditors and equity
holders in all classes.  But the plan didn't move ahead because
affiliates of Valstone Partners LLC declined to proceed with a
tentative agreement to fund the reorganization by paying
$50 million for common and preferred stock while buying $207
million in face amount of defaulted commercial and residential
mortgages.

BankruptcyLaw360 reports that the committee of unsecured creditors
of CBC filed an objection urging amendments to CBC's proposal for
bidding procedures. While the creditors asserted they are in favor
of a bidding process, they said they are concerned about the lack
of oversight afforded creditors under CBC's proposal.

                     About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.  John A. Simon, Esq., of Foley & Lardner LLP
represents the Official Committee of Unsecured Creditors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

The Company's balance sheet at Sept. 30, 2012, showed
$1.749 billion in total assets, $1.891 billion in total
liabilities, and a stockholders' deficit of $141.8 million.

Prepetition, the Debtor arranged a reorganization plan that was
accepted by the requisite majorities of creditors and equity
holders in all classes.  Problems arose when affiliates of
Valstone Partners LLC declined to proceed with a tentative
agreement to fund the reorganization by paying $50 million for
common and preferred stock while buying $207 million in face
amount of defaulted commercial and residential mortgages.


CASTLE ARCH REAL ESTATE: Liquidation Plan Confirmed
---------------------------------------------------
Bankruptcy Judge Joel T. Marker confirmed the First Amended Plan
of Liquidation dated Feb. 25, 2013, filed by D. Ray Strong, as
Chapter 11 Trustee for Castle Arch Real Estate Investment Company,
LLC, CAOP Managers, LLC, Castle Arch Kingman, LLC, Castle Arch
Secured Development Fund, LLC, Castle Arch Smyrna, LLC and Castle
Arch Star Valley, LLC -- Consolidated Legacy Debtors -- and in
that capacity as manager for Castle Arch Opportunity Partners I,
LLC and Castle Arch Opportunity Partners II, LLC.

A hearing on the confirmation of the Plan was held May 30, 2013.

Attorneys for the Chapter 11 Trustee are:

          Peggy Hunt, Esq.
          Nathan S. Seim, Esq.
          DORSEY & WHITNEY LLP
          Salt Lake City, UT 84101-1685
          E-mail: hunt.peggy@dorsey.com
                  seim.nathan@dorsey.com

The Court also approved Liquidating Trust Agreements in
conjunction with the confirmation of the Plan.  Mr. Strong is
appointed as the Legacy Trustee, the CAOP I Trustee and the CAOP
II Trustee, as applicable.  Weston L. Harris is appointed as the
Conflicts Referee under each of the Liquidating Trust Agreements.

A copy of the Court's Findings of Fact and Conclusions of Law
dated June 7 is available at http://is.gd/FO4K9Cfrom Leagle.com.

         About Castle Arch Real Estate Investment Company

Castle Arch Real Estate Investment Company, LLC, in Salt Lake
City, Utah, filed for Chapter 11 bankruptcy (Bankr. D. Utah Case
No. 11-35082) on Oct. 17, 2011, together with several affiliates.
Judge Joel T. Marker presides over the case.  Michael L. Labertew,
Esq. -- michael@labertewlaw.com -- at Labertew & Associates, LLC,
served as counsel to the Debtor.  In its petition, Castle Arch
Real Estate Investment Company scheduled $2,818,931 in assets, and
$40,863,600 in debts.

The petitions were signed by Trent Waddoups, CEO/president.

The other filing affiliates are CAOP Managers, LLC; Castle Arch
Kingman, LLC; Castle Arch Secured Development Fund, LLC; Castle
Arch Smyrna, LLC; Castle Arch Star Valley, LLC; Castle Arch
Opportunity Partners I, LLC; and Castle Arch Opportunity Partners
II, LLC (Case Nos. 11-35082, 11-35237, 11-35243, 11-35242 and
11-35246, (Substantively Consolidated), Case Nos. 11-35241 and
11-35240, (Jointly Administered).

D. Ray Strong was named chapter 11 trustee in the case replacing
management.  Peggy Hunt, Esq., and Chris Martinez, Esq., at Dorsey
& Whitney LLP, in Salt Lake City, Utah, argue for the Chapter 11
Trustee.


CDW CORP: IPO Launch Cues Moody's to Review Ratings for Upgrade
---------------------------------------------------------------
Moody's Investors Service placed CDW Corporation's ratings on
review for upgrade given the announcement that the company
launched an initial public offering of its stock, the proceeds of
which will be applied to reduce debt at CDW and its subsidiaries.

The company expects to receive net proceeds of $467 million in a
primary offering of its shares. Affected ratings include CDW's B2
corporate family rating, its B2-PD probability of default rating
and instrument ratings at CDW and CDW LLC.

The following summarizes CDW's ratings and the rating actions:

Issuer: CDW Corporation

Corporate Family Rating, Placed on Review for Possible Upgrade,
currently B2

Probability of Default Rating, Placed on Review for Possible
Upgrade, currently B2-PD

Senior Subordinated Regular Bond/Debenture Oct 12, 2017, Placed on
Review for Possible Upgrade, currently Caa1 (LGD6, 94 % )

Senior Secured Regular Bond/Debenture Dec 15, 2018, Placed on
Review for Possible Upgrade, currently Ba3 (LGD3, 32 %)

Issuer: CDW Escrow Corporation

Senior Unsecured Regular Bond/Debenture Apr 1, 2019, Placed on
Review for Possible Upgrade, currently B3 (LGD5, 76 %)

Issuer: CDW LLC

Senior Secured Bank Credit Facility Apr 29, 2020, Placed on Review
for Possible Upgrade, currently Ba3 (LGD3, 32 %)

Outlook Actions:

Outlook, Changed To Rating Under Review From Stable

Ratings Rationale:

Moody's review will assess the likelihood of a successful IPO
execution and the resulting reduction of the company's debt and
ongoing interest expenses in helping the company grow its free
cash flow. As well, the review will also address the potential
future shareholder return initiatives which may affect further
debt reduction. The review is expected to be completed shortly
after the IPO's closing. In the event of the review concluding
positively, CDW's rating would be upgraded by no more than one
notch.

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


CENTRAL EUROPEAN: Issues $665 Million of Secured Notes
------------------------------------------------------
Central European Distribution Corporation along with CEDC Finance
Corporation International, Inc., an indirect wholly-owned
subsidiary of the Company, as issuer, on June 5, 2013, entered
into an Indenture with US Bank, N.A., as Trustee.  In connection
with the Senior Secured Notes Indenture, the Issuer issued $465
million Senior Secured Notes due 2018 to holders of the Issuer's
Senior Secured Notes due 2016, which were cancelled pursuant to
the Company and the Issuer's plan of reorganization.  The issuance
of the Senior Secured Notes to holders of Existing 2016 Notes is
expected to take place on or about June 19, 2013.

Also on June 5, 2013, the Company and the Issuer, entered into an
Indenture, between the Company, the Issuer, certain subsidiary
guarantors named therein, and US Bank, N.A., as Trustee.  In
connection with the Convertible Notes Indenture, the Issuer issued
$200 million Convertible Junior Secured Notes due 2018 to holders
of Existing 2016 Notes, which were cancelled pursuant to the
Company and the Issuer's plan of reorganization.  The issuance of
the Convertible Notes to holders of Existing 2016 Notes is
expected to take place on or about June 19, 2013.

The Convertible Notes will be junior in ranking as a result of the
Intercreditor Agreement, dated June 5, 2013, between the trustee
for the Senior Secured Notes and the trustee for the Convertible
Notes, and agreed and acknowledged by, inter alios, the Company
and the Issuer.

Unregistered Sales of Equity Securities

On June 5, 2013, in connection with the effectiveness of the Plan,
the Company issued an aggregate of 10,000 shares of New Common
Stock.

Modification to Rights of Security Holders

Pursuant to the Plan, as of the Effective Date, all Pre-Emergence
Common Stock issued by the Company was cancelled.  Each holder of
an equity interest in the Pre-Emergence Common Stock neither
received nor retained any property or interest in property on
account of such equity interest.

Changes in Control of the Company

Pursuant to the Plan, all of the Company's Pre-Emergence Common
Stock was cancelled on the Effective Date.  Holders of such Pre-
Emergence Common Stock did not and will not receive any
distributions under the Plan.  In accordance with the terms of the
Plan, Roust Trading Limited and its affiliates have acquired
control of 100 percent of the New Common Stock.  As a result of
the Company's emergence from Chapter 11 and in accordance with the
Plan, the identity of several of the directors on the Company's
board of directors has changed.

New Directors

Pursuant to the New Charter, the following persons have been named
as directors of the Company:

   * Mr. Roustam Tariko
   * Mr. N. Scott Fine
   * Mr. Jose L. Aragon
   * Judge Joseph Farnan
   * Mr. Alessandro Picchi
   * Mr. Pavel Merkul
   * Mr. Eberhard von Lohneysen

Amendments to Bylaws

Pursuant to the Plan, the Company has filed an Amended and
Restated Certificate of Incorporation with the Secretary of State
of the State of Delaware and has adopted Amended and Restated By-
Laws, each of which became effective as of June 5, 2013.  Changes
implemented by the New Charter and New By-Laws include the
following:

   * The authorized share capital of the Company is 90,000 shares
     of common stock of $0.01 par value per share and 10,000
     shares of preferred stock of $0.01 par value per share.

   * The number of authorized shares of preferred stock may be
     increased or decreased (but not below the number of shares
     thereof then outstanding) by the affirmative vote of the
     holders of a majority in voting power of the stock of the
     Company entitled to vote, without the separate vote of the
     holders of the preferred stock as a class, unless a vote of
     any such holders is required pursuant to the terms of any
     certificate of designation.

   * A director may be removed with or without cause, but in any
     case that removal will only be effective if accomplished by
     the affirmative vote of holders of not less than a majority
     of the shares of the capital stock the Company issued and
     outstanding and entitled to vote generally in the election of
     directors cast at a meeting of the stockholders called for
     that purpose, notwithstanding the fact that a lesser
     percentage may be specified by law.

   * Certain provisions have been added to provide stockholder
     protections to Minority Stockholders.

   * Minority Stockholders have been provided tag along rights,
     drag along rights and preemptive rights in respect of share
     transfers by RTL.

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

                         http://is.gd/AhTuZJ

                             About CEDC

Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.

On April 7, 2013, CEDC and two subsidiaries sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.
Del. Lead Case No. 13-10738) with a prepackaged Chapter 11 plan
that reduces debt by US$665.2 million.

Attorneys at Skadden, Arps, Slate, Meagher & Flom LLP serve as
legal counsel to the Debtor.  Houlihan Lokey is the investment
banker.  Alvarez & Marsal will provide the chief restructuring
officer. GCG Inc. is the claims and notice agent.

The Bankruptcy Court approved the Disclosure Statement and
confirmed the Second Amended and Restated Joint Prepackaged Plan
of Reorganization.  CEDC's Plan, which won approval from the
U.S. Bankruptcy Court for the District of Delaware on May 13,
2013, was declared effective on June 5.


CHAMPION INDUSTRIES: Incurs $825,000 Net Loss in Second Quarter
---------------------------------------------------------------
Champion Industries, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $824,616 on $21.78 million of total revenues for the
three months ended April 30, 2013, as compared with a net loss of
$21.01 million on $27.29 million of total revenues for the same
period during the prior year.

For the six months ended April 30, 2013, the Company had a net
loss of $4.36 million on $44.39 million of total revenues, as
compared with a net loss of $21.10 million on $53.81 million of
total revenues for the same period during the prior year.

As of April 30, 2013, the Company had $41.96 million in total
assets, $47.70 million in total liabilities and a $5.74 million
total shareholders' deficit.

Marshall T. Reynolds, chairman of the Board and chief executive
officer of Champion, said, "Our year to date results were impacted
by various non-cash events but we continue to generate positive
cash flow from operating activities.  In the second quarter of
2013, there were no non-cash charges and it can be seen that we
generated positive income from operations across all three
business segments.  We believe this is indicative of the
resilience of our dedicated employees under a difficult credit
environment and the core value of our Company to our customer
base.  We intend to work with our secured creditors and advisors
to address our debt maturities and liquidity.  Furthermore, our
recent Forbearance Agreement is a positive step towards our goal
of stabilizing our funding platform going forward."

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

                        http://is.gd/PFip99

                     About Champion Industries

Champion Industries, Inc., is engaged in the commercial printing
and office products and furniture supply business in regional
markets east of the Mississippi River.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, West Virginia
with a total daily and Sunday circulation of approximately 23,000
and 28,000.

Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Champion Industries' ability to
continue as a going concern following the fiscal 2012 annual
results.  The independent auditors noted that the Company has
suffered recurring losses from operations and has been unable to
obtain a longer term financing solution with its lenders.

The Company reported a net loss of $22.9 million in fiscal year
ended Oct. 31, 2012, compared with a net loss of $4.0 million in
fiscal 2011.  Champion reported a $3.5 million net loss for the
quarter ended Jan. 31 on revenue of $22.6 million.


CITY OF YORK, PA: Moody's Lowers Rating on GO Bonds to 'Ba1'
------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa3 the
rating on the City of York's (PA) general obligation bonds and
removed it from review, affecting $30.1 million of outstanding
debts. The outlook remains negative.

Moody's placement of the rating under review with direction
uncertain on February 22, 2013 was prompted by a lack of audited
fiscal 2011 financial information, which it has since received.

Rating Rationale

The bonds are secured by the city's unlimited tax pledge. The Ba1
rating reflects the city's very weak financial position marked by
a large accumulated General Fund deficit, reliance on cash flow
borrowing, a moderately-sized tax base with low wealth and income
levels, and an elevated debt burden. The negative outlook reflects
Moody's expectation that the city's finances will remain
challenged given that the General Fund deficit is unlikely to be
eliminated over the near term as well as uncertainty about the
city's ability to continue to access the market to secure cash
flow borrowing as needed.

Strengths

- Recent property tax increases and expenditure cuts improve
   financial operations

- Participation in the state's Early Intervention Program Multi-
   Year Financial Plan

Challenges

- Sizeable General Fund deficit

- Reliance on cash flow borrowing

- Very high debt burden and unfunded pension liability

- Low wealth and income levels

Outlook

The negative outlook reflects our expectation that the city's
finances will remain challenged given that the General Fund
deficit is unlikely to be eliminated over the near term as well as
uncertainty about the city's ability to continue to access the
market to secure cash flow borrowing as needed. Rating Outlook and
Rating Review- Effective June 3, 2013

What could make the rating go up (removal of negative outlook):

- Trend of structurally balanced operations

- Eliminating deficit General Fund balance and increasing year-
   end net cash balance

- Material reduction in debt and unfunded pension liability

What could make the rating go down:

- Failure to maintain structural balance

- Further declines in General Fund balance

- Inability to secure cash flow borrowing as needed

- Material increases in debt and unfunded pension liability

Principal Methodology

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


CLEAR CHANNEL: CEO's Annual Salary Hiked to $1.1 Million
--------------------------------------------------------
The Compensation Committee of the board of directors of CC Media
Holdings, Inc., approved certain compensation changes and
relocation benefits for John E. Hogan, who serves as the Chairman
and Chief Executive Officer - Clear Channel Media & Entertainment
of the Company and Clear Channel Communications, Inc., in
connection with Mr. Hogan's relocation from the Company's offices
in San Antonio to the Company's offices in New York City.  In
connection with Mr. Hogan's relocation, the Compensation Committee
approved:

   (1) an increase in Mr. Hogan's annual base salary from
       $1,000,000 to $1,125,000, effective June 3, 2013;

   (2) an increase in Mr. Hogan's target performance bonus for
       2013 from $1,200,000 to $1,375,000, which increase in
       target performance bonus will be prorated for the portion
       of 2013 beginning on June 3, 2013;

   (3) a housing allowance of $25,000 per month for a period of 18
       months; and

   (4) a payment of $100,000 for relocation-related expenses.

                 About Clear Channel Communications

San Antonio, Texas-based Clear Channel Communications, Inc., an
indirect subsidiary of CC Media Holdings, Inc. (OTCBB: CCMO), is
one of the leading global media and entertainment companies
specializing in radio, digital, outdoor, mobile, live events, and
on-demand entertainment and information services for local
communities and providing premier opportunities for advertisers.

CC Media Holdings Inc. -- http://www.ccmediaholdings.com/-- is a
global media and entertainment company.  Its businesses include
radio and outdoor displays.

Clear Channel's balance sheet at March 31, 2013, showed $15.51
billion in total assets, $23.72 billion in total liabilities and a
$8.20 billion total shareholders' deficit.

                           *     *     *

In May 2013, Moody's Investors Service said that Clear Channel's
upsize of the term loan D to $4 billion from $1.5 billion will not
impact the Caa1 facility rating assigned.  Clear Channel's
Corporate Family Rating is unchanged at Caa2.  The outlook remains
stable.

In May, Standard & Poor's Ratings Services also announced that its
issue-level rating on San Antonio, Texas-based Clear Channel's
senior secured term loan remains unchanged at 'CCC+' following the
company's upsize of the loan to $4 billion from $1.5 billion.  The
rating on parent company CC Media Holdings remains at 'CCC+' with
a negative outlook, which reflects the risks surrounding the long-
term viability of the company's capital structure.


COMARCO INC: Incurs $1.5 Million Net Loss in First Quarter
----------------------------------------------------------
Comarco, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.47 million on $1.41 million of revenue for the three months
ended April 30, 2013, as compared with a net loss of $712,000 on
$2.20 million of revenue for the same period during the prior
year.

As of April 30, 2013, the Company had $3.86 million in total
assets, $11.05 million in total liabilities and a $7.19 million
total shareholders' deficit.

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

                        http://is.gd/NhPZd4

                         About Comarco Inc.

Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO)
-- http://www.comarco.com/-- is a provider of innovative,
patented mobile power solutions that can be used to power and
charge notebook computers, mobile phones, and many other
rechargeable mobile devices with a single device.

Comarco disclosed a net loss of $5.59 million on $6.33 million of
revenue for the year ended Jan. 31, 2013, as compared with a net
loss of $5.31 million on $8.06 million of revenue for the year
ended Jan. 31, 2012.

Squar, Milner, Peterson, Miranda & Williamson, 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 and
negative cashflow from operations, has negative working capital
and uncertainties surrounding the Company's ability to raise
additional funds.  These factors, among others, raise substantial
doubt about its ability to continue as a going concern.


COOPER TIRE: Moody's Eyes Ratings Downgrade Following Merger
------------------------------------------------------------
Moody's Investors Service placed the ratings Cooper Tire & Rubber
Company's, including its B1 Corporate Family and B1-PD Probability
of Default ratings under review for possible downgrade following
the announcement that Apollo Tyres Ltd. and Cooper Tire executed a
definitive merger agreement under which a wholly-owned subsidiary
of Apollo Tyre will acquire Cooper Tire in an all-cash
transaction. The transaction, representing a 40% premium to
Cooper's 30-day volume-weighted average price, is valued at
approximately $2.5 billion and is anticipated to close by the end
of this year.

The review will consider the final capital structure at Cooper
Tire following the completion of the merger. Based on published
reports, Moody's estimates that Cooper Tire's Debt/EBITDA leverage
could nearly triple to approximately 4.5x for the LTM period
ending March 31, 2013 (inclusive of Moody's standard adjustments).
Moody's also will assess the impact on Cooper Tire's liquidity
position following the transaction.

The review will also consider the potential strategic and
operational benefits the merger with Apollo Tyres will bring to
Cooper Tire's global operations. Cooper Tire has demonstrated
strong credit metrics for the LTM period ending March 31, 2013
with Debt/EBITDA of 1.5x and EBIT/Interest of 7x, noting that
Cooper-Tire uses last-in-first-out inventory accounting method for
its U.S. business. This method can contribute to volatile swings
in profitability, with approximately 129% of the company's year-
over-year improvement in operating profit for 2012 resulting from
lower raw material costs.

Ratings placed on review for downgrade:

B1, Corporate Family Rating;

B1-PD , Probability of Default;

B2 (LGD4, 64%) Senior unsecured Notes due 2019;

B2 (LGD4, 64%) Senior unsecured Notes due 2027;

(P)B2 (LGD4, 64%) Shelf filing for unsecured notes.

The SGL-2, Speculative Grade Liquidity Rating remains unchanged.

The principal methodology used in this rating was the Global
Automotive Supplier Industry Methodology published in May 2013.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Cooper Tire & Rubber Company, headquartered in Findlay, OH, is the
fourth largest tire manufacturer in North America and is focused
on the replacement markets for passenger cars and light and medium
duty trucks. Revenues in FY 2012 were approximately $4.2 billion.
The combined Cooper Tire and Apollo Tyre companies would be the
seventh-largest tire company in the world with a combined
$6.6billion in total sales in 2012.


COPYTELE INC: Had $2.5 Million Net Loss in April 30 Quarter
-----------------------------------------------------------
Copytele, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.47 million on $0 of total net revenue for the three months
ended April 30, 2013, as compared with a net loss of $877,109 on
$248,070 of total net revenue for the same period during the prior
year.

For the six months ended April 30, 2013, the Company incurred a
net loss of $4.57 million on $2,130 of total net revenue, as
compared with a net loss of $1.76 million on $697,265 of total net
revenue for the same period a year ago.

As of April 30, 2013, the Company had $7.35 million in total
assets, $8.80 million in total liabilities and a $1.44 million
total stockholders' deficiency.

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

                        http://is.gd/goC2D7

                           About CopyTele

Melville, N.Y.-based CopyTele, Inc.'s principal operations include
the development, production and marketing of thin flat display
technologies, including low-voltage phosphor color displays and
low-power passive E-Paper(R) displays, and the development,
production and marketing of multi-functional encryption products
that provide information security for domestic and international
users over several communications media.

Copytele Inc. incurred a net loss of $4.25 million for the year
ended Oct. 31, 2012, compared with a net loss of $7.37 million
during the prior fiscal year.

KPMG LLP, in Melville, New York, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended Oct. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations,
has negative working capital, and has a shareholders' deficiency
that raise substantial doubt about its ability to continue as a
going concern.


CROSSOVER FINANCIAL: Court Rejects Plan Disclosure Statement
------------------------------------------------------------
The Bankruptcy Code has denied approval of the Disclosure
Statement explaining Crossover Financial I, LLC's Chapter 11 Plan
of Reorganization dated March 8, 2013, saying the outline lacks
adequate information as required by the Bankruptcy Code.

Objections were filed by Ross Reineke, and First Regional Bank c/o
Trust Administrative Services Corporation FBO Philip P. DeCelles,
by and through Philip P. Decelles, noteholders and The DeCelles
Trust dated Jan. 10, 2006, Philip P. DeCelles, trustee or Nancy L.
DeCelles, trustee, by and through Philip P. DeCelles and Nancy L.
DeCelles, as co-trustee.

The Court had ordered the Debtor to file an amended Plan and
Disclosure Statement by June 12, 2013.  In the event objections
are filed against the Amended Plan, the Court will schedule the
matter for a hearing by separate notice where the Court may
consider dismissal of the case for failure to prosecute and for
delay.

An earlier version of the Plan, as reported by the Troubled
Company Reporter on April 9, 2013, provides that the Debtor will
fund the Plan from the liquidation of 440 acres of real property
located in El Paso County, Colorado.

Holders of secured claims will be paid from the sale proceeds,
while holders of general unsecured claims will be paid from
proceeds from any potential litigation.  The membership interest
of Mitchell Yellen, the sole member of the Debtor, will be
cancelled and will not receive any distribution under the Plan.

A full-text copy of the Disclosure Statement dated March 8 is
available for free at http://bankrupt.com/misc/CROSSOVERds0308.pdf

                    About Crossover Financial I

Crossover Financial I, LLC, based in Elizabeth, Colorado, was
formed on Aug. 12, 2005.  Mitchell B. Yellen is the manager and
sole member.  The Company was formed for the purpose of raising
funds through a Private Placement Memorandum to be loaned to an
entity known as HPR, LLC, in connection with the acquisition and
development of 440 acres of real property located near Monument,
Colorado.

HPR consisted of three members: Colorado Commercial Builders, Inc.
(37.5%); DJT, LLC (20.0%); and Yellen Family Partnership, LLLP
(42.5%).  Mitchell Yellen held an interest in the Yellen Family
Partnership, LLLP.

The project stalled primarily as a result of a collapse in the
residential real estate development market in 2007 and potential
developers pulled out of the project.  There has been no
further development activity on the Real Property since 2007.

Faced with the prospect of a lengthy foreclosure proceeding, the
Debtor entered into to an agreement with HPR whereby the Real
Property was transferred to the Debtor by way of a deed-in-lieu
of foreclosure.  Upon acquiring the Real Property, the Debtor
attempted to bring in additional developers to continue the
project but those efforts were unsuccessful.

The Company filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 11-24257) on June 15, 2011.  Judge Sidney B. Brooks presides
over the case.

Stephen C. Nicholls, Esq., at Nicholls & Associates, P.C., in
Denver, serves as bankruptcy counsel.  In its petition, the Debtor
estimated assets and debts of $10 million to $50 million.  The
petition was signed by Mitchell B. Yellen.  Karen McClaflin of
Home Source Realty, LLC, Colorado acts as real estate broker for
the Estate.

An official unsecured creditors committee has not been appointed.


CROSSOVER FINANCIAL: Motion to Appoint Chapter 11 Trustee Denied
----------------------------------------------------------------
The U.S. Bankruptcy Code for the District of Colorado has denied
Bowman Creditors' request for appointment of a Chapter 11 trustee
or examiner for Crossover Financial I, LLC; or to convert the case
to one under Chapter 7 of the Bankruptcy Code.

Crossover Financial I, LLC, based in Elizabeth, Colorado, was
formed on Aug. 12, 2005.  Mitchell B. Yellen is the manager and
sole member.  The Company was formed for the purpose of raising
funds through a Private Placement Memorandum to be loaned to an
entity known as HPR, LLC, in connection with the acquisition and
development of 440 acres of real property located near Monument,
Colorado.

HPR consisted of three members: Colorado Commercial Builders, Inc.
(37.5%); DJT, LLC (20.0%); and Yellen Family Partnership, LLLP
(42.5%).  Mitchell Yellen held an interest in the Yellen Family
Partnership, LLLP.

The project stalled primarily as a result of a collapse in the
residential real estate development market in 2007 and potential
developers pulled out of the project.  There has been no
further development activity on the Real Property since 2007.

Faced with the prospect of a lengthy foreclosure proceeding, the
Debtor entered into to an agreement with HPR whereby the Real
Property was transferred to the Debtor by way of a deed-in-lieu
of foreclosure.  Upon acquiring the Real Property, the Debtor
attempted to bring in additional developers to continue the
project but those efforts were unsuccessful.

The Company filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 11-24257) on June 15, 2011.  Judge Sidney B. Brooks presides
over the case.

Stephen C. Nicholls, Esq., at Nicholls & Associates, P.C., in
Denver, serves as bankruptcy counsel.  In its petition, the Debtor
estimated assets and debts of $10 million to $50 million.  The
petition was signed by Mitchell B. Yellen.  Karen McClaflin of
Home Source Realty, LLC, Colorado acts as real estate broker for
the Estate.

An official unsecured creditors committee has not been appointed.


DAIS ANALYTIC: Appoints New Chief Operating Officer
---------------------------------------------------
Dais Analytic Corporation entered into an employment agreement
with Ms. Joyce Conner-Boyd in connection with her appointment as
Chief Operating Officer effective as of March 11, 2013.  The term
of the Agreement will initially be for one year until March 11,
2014, but will be automatically renewed on each anniversary of the
Effective Date for an additional year unless either the Company or
the Executive delivers a written termination at least 60 days
before any anniversary.

Ms. Conner-Boyd will receive a salary of $120,000 per annum
payable in 12 equal monthly installments pursuant to Company's
payroll practices.  After the completion of an offering of the
Company's common stock greater than $2 million to an investor who,
at the time of the investment, does not own or control shares in
the Company, Ms. Conner-Boyd's salary will be increased to
$160,000 per annum.

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

                        http://is.gd/Le6EkY

                        About Dais Analytic

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

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

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


DELANCO BANCORP: Incurs $324K Net Loss in Fiscal 2013
-----------------------------------------------------
Delanco Bancorp, Inc., filed on June 12, 2013, its annual report
on Form 10-K for the fiscal year ended March 31, 2013.

The Company reported a net loss of $324,151 on $4.0 million of net
interest income in fiscal 2013, compared with a net loss of
$493,944 on $4.5 million of net interest income in fiscal 2012.

Provisions for loan losses were $640,200 in the year ended
March 31, 2013, compared to $1.6 million in the year ended
March 31, 2012.

The Company's balance sheet at March 31, 2013, showed
$129.4 million in total assets, $118.0 million in total
liabilities, and stockholders' equity of $11.4 million.

Delanco Federal Savings Bank is party to a formal written
agreement with the Office of the Comptroller of the Currency (the
"OCC") dated Nov. 21, 2012.  The Agreement supersedes and
terminates the Order to Cease and Desist issued by the Office of
Thrift Supervision on March 17, 2010.

"As of March 31, 2013, the Bank exceeded all regulatory capital
requirements necessary to be considered a "well capitalized" bank,
but was classified as "adequately capitalized" because it was
subject to a written agreement with the OCC."

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

                       About Delanco Bancorp

Delanco, N.J.-based Delanco Bancorp, Inc., is a federally-
chartered subsidiary holding company whose principal activity is
the ownership and management of its wholly-owned subsidiary,
Delanco Federal Savings Bank, and its wholly-owned subsidiaries,
Delanco Financial Services Corporation, an inactive subsidiary,
and DFSB Properties, LLC, a real estate company that holds other
real estate acquired in foreclosure.

The Company is majority owned by Delanco MHC, a federally
chartered mutual holding company.  Delanco MHC has virtually no
operations or assets other than an investment in the Company, and
is not included in these financial statements.

Delanco Federal provides a variety of financial services to
individual and business customers located primarily in Southern
New Jersey and Southeastern Pennsylvania.  The Bank's primary
source of revenue is from single-family residential, commercial
and multi-family real estate loans.  The Bank is subject to
regulation by the Office of the Comptroller of the Currency and
the Federal Deposit Insurance Corporation.


DETROIT, MI: Creditors Asked to Accept 10% Recovery
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Detroit's Emergency Manager Kevyn Orr told 100
creditors and union representatives at a meeting on June 14 why
they should accept 10 cents on the dollar to avoid municipal
bankruptcy.  Mr. Orr said the city is suspending payment on
$2 billion in debt and missed a $39.7 million payment already.

Maria Chutchian of BankruptcyLaw360 reports that Detroit will stop
making payments on some of its staggering $17 billion debt and is
asking creditors to swallow huge losses in an effort to
restructure the city's financial system.

Mr. Orr, a former Jones Day partner, said the city is insolvent
and cannot afford to make payments on its unsecured debt,
including $40 million due Friday on pension-related certificates
of participation, making a moratorium on those payments necessary.


DETROIT, MI: DIA Art Pieces Cannot be Sold to Pay Debt
------------------------------------------------------
Mark Stryker, writing for the Detroit Free Press, reported that
add Michigan Attorney General Bill Schuette to the chorus of
voices who say that the art at the Detroit Institute of Arts can't
be sold to help pay off the city's massive debts.

"The art collection of the Detroit Institute of Arts is held by
the City of Detroit in charitable trust for the people of
Michigan, and no piece in the collection may thus be sold,
conveyed, or transferred to satisfy city debts or obligations,"
Schuette said in a statement, according to the report.

Schuette's 22-page opinion that selling DIA art would run afoul of
charitable trust law in Michigan does not settle the legal issues,
the report related. But at least one lawyer who specializes in art
and cultural history issues said it provides persuasive support
for the museum, and marks the state's top law enforcement official
as an ally should the conflict wind up in court.

"It's a strong opinion," said Eden Burgess, a lawyer at Cultural
Heritage Partners in Washington, D.C., the report further related.
"He cites laws, documents and agreements that in theory and taken
together would bind the city and the museum to maintain the
collection for the people of the state of Michigan."

Art law experts have previously told the Free Press that it would
be difficult to convince a judge not to consider city-owned art an
asset that could be sold in a bankruptcy proceeding, the report
said.


DETROIT, MI: Fitch Cuts Rating on Pension Obligation Certs to 'D'
-----------------------------------------------------------------
Fitch Ratings has downgraded to 'D' from 'C' the following
Detroit, Michigan rating:

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

The 'D' rating indicates failure to make payment of principal
and/or interest under the contractual terms of the rated
obligation. Fitch takes this action in response to the failure to
pay the scheduled interest payment due on the certificates on
June 14, 2013.


DETROIT, MI: Moody's Cuts Bond Ratings on Bankruptcy Risk
---------------------------------------------------------
Reuters reported that Moody's Investors Service pushed the credit
ratings on nearly $8.4 billion of Detroit bonds deeper into the
junk category over heightened risks the city could file for
bankruptcy, undergo a major debt restructuring or do a combination
of both.

"Should default or bankruptcy occur, the recovery levels for
bondholders could potentially be quite low based on recent
municipal recovery rates for other distressed local governments,"
Moody's said in a statement, the report related.

The credit rating agency downgraded Detroit's unlimited tax
general obligation bonds to Caa2, limited tax GO bonds to Caa3,
pension certificates of participation to Caa3, water and sewage
senior-lien revenue bonds to Ba1 and second-lien bonds to Ba2, the
report said. All the ratings were placed on review for potential
further downgrades.


DEWEY STRIP: Section 341(a) Meeting on July 18
----------------------------------------------
A meeting of creditors in the bankruptcy case of Dewey Strip
Holdings, LLC, will be held on July 18, 2013, at 2:00 p.m. at J.
Caleb Boggs Federal Building, 844 King St., Room 2112, Wilmington,
Delaware.

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

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

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

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

The Debtors are represented by Womble Carlyle Sandridge & Rise,
LLP as bankruptcy counsel.

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


DIALOGIC INC: Chief Financial Officer Quits
-------------------------------------------
John Hanson resigned as Executive Vice President and Chief
Financial Officer and as principal financial and accounting
officer of Dialogic Inc., effective as of June 14, 2013.  In
connection with Mr. Hanson's resignation, the Company entered into
a letter agreement with Mr. Hanson dated June 11, 2013.  The
Company has initiated a search for a new Chief Financial Officer.

Pursuant to the Agreement, Mr. Hanson will be entitled to (i) a
lump sum cash payment of $250,000, less all applicable
withholdings and deductions paid in equal installments on the
Company's normal payroll schedule for the first four months
following June 14, 2013, with the first payment to be made with
the Company's June 21, 2013, payroll and (ii) up to six months of
the Company's portion of Mr. Hanson's monthly premium payments for
medical, dental and vision coverage subject to his payment of the
applicable employee contribution (based on his current coverage
selection and based on the same amount which the Company
contributed to such benefits during his employment).  Mr. Hanson
granted a general release to the Company in the Agreement and the
Company granted a separate release to Mr. Hanson.

                           About Dialogic

Milpitas, Cal.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

Dialogic disclosed a net loss of $37.77 million in 2012, as
compared with a net loss of $54.81 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $123.38 million in total
assets, $141.22 million in total liabilities and a $17.84 million
total stockholders' deficit.

                        Bankruptcy Warning

"If future covenant or other defaults occur under the Term Loan
Agreement or under the Revolving Credit Agreement (the "Revolving
Credit Agreement") with Wells Fargo Foothill Canada ULC (the
"Revolving Credit Lender"), the Company does not anticipate having
sufficient cash and cash equivalents to repay the debt under these
agreements should it be accelerated and would be forced to
restructure these agreements and/or seek alternative sources of
financing.  There can be no assurances that restructuring of the
debt or alternative financing will be available on acceptable
terms or at all.  In the event of an acceleration of the Company's
obligations under the Revolving Credit Agreement or Term Loan
Agreement and the Company's failure to pay the amounts that would
then become due, the Revolving Credit Lender and Term Loan Lenders
could seek to foreclose on the Company's assets, as a result of
which the Company would likely need to seek protection under the
provisions of the U.S. Bankruptcy Code and/or its affiliates might
be required to seek protection under the provisions of applicable
bankruptcy codes," according to the Company's annual report for
the period ended Dec. 31, 2012.


DIGERATI TECHNOLOGIES: Removes Suit v. Sonfield to Bankr. Court
---------------------------------------------------------------
Digerati Technologies, Inc., filed in bankruptcy court a notice of
removal with respect to a state court lawsuit it filed against
Sonfield & Sonfield, P.C., et al.

In the action styled Digerati Technologies, Inc. v. Sonfield &
Sonfield, P.C., et al., Cause No. 2013-06483, pending in the 281st
Judicial District Court of Harris County, Texas, was initiated by
Digerati in February 2013 to prohibit defendants from taking
actions on behalf of the company.  On March 4, 2013, the state
court entered a temporary restraining order enjoining the
defendants from taking any further action on behalf of or
exercising control over Digerati, its affiliates and subsidiaries
until trial.

Certain of the defendants, entities they control, and others
acting with the defendants initiated lawsuits against Digerati's
CEO, CFO, SEC counsel, a financial consultant working with the
company, and others.  These lawsuits include Rhodes Holdings, LLC
et al. v. David L. Gorham et al., Cause No. 2013-CI-02253 in the
285th Judicial District Court of Bexar County, Texas, Recap
Marketing and Consulting, LLP v. Gregg E. Jaclin and Christy
Albeck, Cause No. 2013-05480 in the 157th Judicial District Court
of Harris County, Texas, and Robert L. Sonfield, Jr., P.C. v.
Christy E. Albeck and Gregg E. Jaclin, Cause No. 2013-05429 in the
129th Judicial District Court of Harris County, Texas.  Through
the litigation, defendants and their affiliates have sought to
circumvent the TRO by seeking temporary restraining orders in
Bexar County against the principals of Oleum Capital LLC to gain
control of Digerati indirectly through Oleum.

Digerati avers that Oleum Capital, LLC owns a majority share of
the voting rights and control of Digerati which it acquired when
the Debtor merged with Waste Deep, Inc. which was majority owned
by Oleum.

"All of this litigation is currently pending in the various state
courts and resolution of the disputes is not expected in the near
term.  This cloud of litigation has significantly impacted the
Debtor. Litigation costs have averaged $40,000 per month and are
expected to continue at this level or more.  Further, prior to the
initiation of the litigation, Digerati contemplated the sale of
its subsidiaries and began marketing efforts.  However, the
commencement of the litigation has created a cloud as to the
control of the company which must be resolved in order for the
company to either reorganize or sell its assets, thereby prompting
the filing of this bankruptcy case," says the Debtor's bankruptcy
counsel, Deirdre Carey Brown, Esq., at Hoover Slovacek, LLP.

Digerati avers that removal of each claim and cause of action
of the civil action to the bankruptcy court is authorized by
28 U.S.C. Sec. 1452, and 1334.

                    About Digerati Technologies

Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013.

Digerati Technologies, Inc. -- http://www.digerati-inc.com-- is a
provider of cloud communication services.  The Stafford, Texas-
based company said its principal assets are subsidiaries with
operations in Fairview, Montana; Williams County, North Dakota;
and San Antonio, Texas.  The Debtor disclosed $60 million in
assets and $62.5 million in liabilities as of May 29, 2013.

Digerati is represented by Edward L. Rothberg, Esq., at Hoover
Slovacek, LLP, in Houston.


DIGERATI TECHNOLOGIES: Removes Sonfield v. Albeck From State Court
------------------------------------------------------------------
Digerati Technologies, Inc., filed a notice to remove to
bankruptcy court the action styled Robert L. Sonfield, Jr., P.C.
v. Albeck, et al., Cause No. 2013-05429, pending in the 129th
Judicial District Court of Harris County, Texas.

On Jan. 29, 2013, Sonfield filed a petition in state court
alleging the defendants caused the Debtor to improperly terminate
the legal services agreement between Sonfield and the Debtor. On
March 13, 2013, the petition was amended to include the Debtor as
a defendant.  The central issue in this case and the other State
Court matters which are still pending is which officers and/or
directors had the authority to terminate the contract with
Sonfield.

All of this litigation is currently pending in the various state
courts and resolution of the disputes is not expected in the near
term.  This cloud of litigation has significantly impacted the
Debtor.  Litigation costs have averaged $40,000 per month and are
expected to continue at this level or more.

                    About Digerati Technologies

Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013.

Digerati Technologies, Inc. -- http://www.digerati-inc.com-- is a
provider of cloud communication services.  The Stafford, Texas-
based company said its principal assets are subsidiaries with
operations in Fairview, Montana; Williams County, North Dakota;
and San Antonio, Texas.  The Debtor disclosed $60 million in
assets and $62.5 million in liabilities as of May 29, 2013.

Digerati is represented by Edward L. Rothberg, Esq., at Hoover
Slovacek, LLP, in Houston.


DIGERATI TECHNOLOGIES: Hiring Hoover Slovacek as Counsel
--------------------------------------------------------
Digerati Technologies, Inc., asks for bankruptcy court approval to
employ Edward L. Rothberg, Esq., and Hoover Slovaceck as its
attorneys.

Current hourly billing rates for HSLLP are:

   * Edward L. Rothberg                 $400
   * Annie Catmull                      $320
   * Melissa Haselden                   $285
   * Deirdre Brown                      $275
   * T. Josh Judd                       $260
   * Mazelle Krasoff                    $185
   * Legal Assistants / Paralegals   $80 to $130

The firm was given a $50,000 retainer by the Debtor.

Mr. Rothberg avers that HSLLP does not represent any interest
adverse to the Debtor, its estates and creditors and is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                    About Digerati Technologies

Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013.

Digerati Technologies, Inc. -- http://www.digerati-inc.com-- is a
provider of cloud communication services.  The Stafford, Texas-
based company said its principal assets are subsidiaries with
operations in Fairview, Montana; Williams County, North Dakota;
and San Antonio, Texas.  The Debtor disclosed $60 million in
assets and $62.5 million in liabilities as of May 29, 2013.


DIGITALTOWN INC: M&K CPAs Raises Going Concern Doubt
----------------------------------------------------
DigitalTown, Inc., filed on June 12, 2013, its annual report on
the Company's financial statements for the fiscal year ended
Feb. 28, 2013.

The Houston, Texas practice of M&K CPAs, PLLC, in their audit
report, expressed substantial doubt about DigitalTown, Inc.'s
ability to continue as a going concern, citing the Company's
working capital deficit, recurring losses, and negative cash flows
from operations

The Company reported a net loss of $1.4 million on $49,562 of
revenues for the fiscal year ended Feb. 28, 2013, compared with a
net loss of $4.2 million on $25,335 of revenues for the year ended
Feb. 29, 2012.

"Selling, general and administrative expenses for the year ended
Feb. 28, 2013, decreased by $2,821,789 to $1,162,498 compared to a
year ago due mainly to a decrease in non-cash stock compensation
expense of $3,086,400 for the current year.  Excluding non-cash
stock compensation expense for the two comparable periods,
selling, general, and administrative expenses increased by
$264,611 to $983,159 compared to a year ago."

The Company's balance sheet at Feb. 28, 2013, showed $1.1 million
in total assets, $455,458 in total current liabilities, and
stockholders' equity of $660,784.

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

Burnsville, Minnesota-based DigitalTown, Inc., owns and operates a
nationwide social networking site of hyper-local on-line
communities built around their domain names and the schools and
communities they represent.


DUMA ENERGY: Incurs $886K Net Loss in March 31 Quarter
------------------------------------------------------
Duma Energy Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $886,083 on $1.38 million of revenues for the three months
April 30, 2013, as compared with net income of $73,088 on $1.87
million of revenues for the same period a year ago.

For the nine months ended April 30, 2013, the Company incurred a
net loss of $39.23 million on $5.10 million of revenues, as
compared with a net loss of $4.41 million on $5.28 million of
revenues for the same period during the prior year.

As of April 30, 2013, the Company had $25.78 million in total
assets, $15.47 million in total liabilities and $10.30 million in
total stockholders' equity.

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

                        http://is.gd/SZ3AGo

                         About Duma Energy

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

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


DUNLAP OIL: Secured Creditor Wants Plan Hearing Vacated
-------------------------------------------------------
Pineda Grantor Trust II, a secured creditor of Dunlap Oil Company,
Inc., and Quail Hollow Inn, LLC, asks the U.S. Bankruptcy Court
for the District of Arizona to vacate the hearing on the
confirmation of the Debtors' Plan for the Court to determine that
the recently proposed change to the Plan is a material change.

Under the proposed amendment, the Debtors would retain the Quail
Hollow Inn hotel and another property, that were initially
proposed to be surrendered to Pineda in exchange for a "fair
market value" credit against Pineda's secured claim.  The
amendment, Pineda argues, is a material plan modification
requiring approval of a new disclosure statement, citing In re
Downtown Inv. Club III, 89 B.R. 59, 65 (B.A.P. 9th Cir. 1988).

Pineda additionally argues that secured creditors who have made
the determination to elect or to forego their election to be
treated as fully secured under Section 1111(b) of the Bankruptcy
Code must be given the opportunity to change their election if the
plan is materially modified.  Consequently, the Court should
vacate the hearing on plan confirmation, Pineda asserts.

David Wm. Engelman, Esq., and Bradley D. Pack, Esq., at Engelman
Berger, P.C., in Phoenix, Arizona, represent Pineda.

        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.


DREIER LLP: Creditors Fight $10MM Claim From Ex-Partner in Calif.
-----------------------------------------------------------------
Linda Chiem of BankruptcyLaw360 reported that the unsecured
creditors committee for bankrupt law firm Dreier LLP asked a New
York bankruptcy court to disallow a $10 million claim from a
former partner of Dreier Stein & Kahan LLP, the California
affiliate of Dreier LLP.

According to the report, the unsecured creditors filed an
objection to John C. Kirkland's proof of claim, saying he should
not be entitled to priority treatment on his $10 million claim
because he was an employee of the Santa Monica, Calif.-based
affiliate Dreier Stein & Kahan, not an employee of Dreier LLP.

                 About Marc Dreier and Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm.  Ms. Gowan is
represented by Jason Porter, Esq., at Diamond McCarthy LLP.

Wachovia Bank National Association, the Dreier LLP Chapter 11
trustee, and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371).  Mr. Dreier,
60, pleaded guilty to fraud and other charges in May 2009.  The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.


EASTMAN KODAK: Microsoft, et al. Object to UK Pension Fund Deal
---------------------------------------------------------------
Microsoft Corp., Fujifilm Corp. and Nintendo Co., Ltd. filed
objections in U.S. Bankruptcy Court in Manhattan to the proposed
sale of Eastman Kodak Co.'s personalized imaging and document
imaging businesses to its U.K. pension fund.

The companies expressed concern over the potential impact of the
sale on their license agreements with Kodak.  They are
particularly opposed to the transfer of patents to the pension
fund "free and clear" of their rights and defenses under those
license agreements.

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

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

Fujifilm Corp. is represented by:

         Richard Wyron
         Douglas S. Mintz
         James Burke
         ORRICK, HERRINGTON & SUTCLIFFE LLP
         152 15th Street, N.W.
         Washington, D.C. 20005
         Telephone: (202) 339-8400
         Facsimile: (202) 339-8500
         E-mail: rwyron@orrick.com
                 dmintz@orrick.com
                 Jburke@orrick.com

Microsoft Corp. is represented by:

         Joseph E. Shickich, Jr.
         RIDDELLWILLIAMS P.S.
         1001 Fourth Avenue, Suite 4500
         Seattle WA 98154
         Telephone: (206) 624-3600
         Facsimile: (206) 389-1708
         E-mail: jshickich@riddellwilliams.com

Nintendo Co., Ltd. is represented by:

         Jonathan P. Guy
         James W. Burke
         ORRICK, HERRINGTON & SUTCLIFFE LLP
         1152 15th Street, N.W.
         Washington, D.C. 20005
         Telephone: (202) 339-8400
         Facsimile: (202) 339-8500
         E-mail: jguy@orrick.com
                 jburke@orrick.com

                      About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


ECO BUILDING: Amends Fiscal 2012 Annual Report
----------------------------------------------
Eco Building Products, Inc., has amended its annual report for the
year ended June 30, 2012, originally filed with the U.S.
Securities and Exchange Commission on Oct. 15, 2012.  As restated,
the Company's common stock at June 30, 2012, was 240,262, as
compared with 216,162 as originally reported.  As restated, the
Company's compensation and related expenses was $4.47 million for
the year ended June 30, 2012, as compared with $4.46 million as
originally reported.  A copy of the amended Form 10-K is available
for free at http://is.gd/3Jwq3M

Meanwhile, Manhattan Resources Limited, a Singapore Corporation,
has accepted Eco Building's offer to exchange its interest in the
Company for a promise pay a sum of $10,000,000 by June 13, 2014.
Pursuant to the agreement, the securities held by MRL and
affiliates are deemed cancelled or retired.  A copy of the Form 8-
K is available for free at http://is.gd/vm0KX1

                        About Eco Building

Vista, Calif.-based Eco Building Products is a manufacturer of
proprietary wood products treated with an eco-friendly proprietary
chemistry that protects against mold, rot, decay, termites and
fire.

Sam Kan & Company, in Alameda, Calif., expressed substantial doubt
about Eco's ability to continue as a going concern following the
fiscal 2012 financial results.  The independent auditors noted
that the Company has generated minimal operating revenues, losses
from operations, significant cash used in operating activities and
its viability is dependent upon its ability to obtain future
financing and successful operations.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $9.03 million on $4.14 million of total revenue, as
compared with a net loss of $3.68 million on $2.08 million of
total revenue for the nine months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $3.19
million in total assets, $11.85 million in total liabilities and a
$8.66 million total stockholders' deficit.


ELEMENT LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Element, LLC
        7829 Greenbriar Parkway
        Orlando, FL 32819

Bankruptcy Case No.: 13-07368

Chapter 11 Petition Date: June 14, 2013

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

Judge: Karen S. Jennemann

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

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/flmb13-7368.pdf

The petition was signed by Matthew T. Reynolds, managing member.


ENDO HEALTH: Moody's Downgrades CFR to 'Ba3'; Outlook Negative
--------------------------------------------------------------
Moody's Investors Services downgraded the ratings of Endo Health
Solutions Inc. including the Corporate Family Rating to Ba3 from
Ba2, the Probability of Default Rating to Ba3-PD from Ba2-PD, the
senior secured rating to Ba1 from Baa3 and the senior unsecured
rating to B1 from Ba3. At the same time, Moody's affirmed Endo's
SGL-2 Speculative Grade Liquidity Rating. The rating outlook is
negative. These actions conclude the review for downgrade
initiated on June 10, 2013.

The downgrade reflects growth challenges because of pressures
affecting core product lines, and Moody's expectation that
debt/EBITDA will be sustained in a range of 3.0 to 4.0 times.
Moody's believe that because of declining organic growth, Endo
will become more reliant on external growth opportunities
requiring incremental debt.

Ratings downgraded:

Corporate Family Rating to Ba3 from Ba2

Probability of Default Rating to Ba3-PD from Ba2-PD

Senior secured revolving credit facility to Ba1 (LGD2, 21%) from
Baa3 (LGD2, 19%)

Senior secured Term Loan A Ba1 (LGD2, 21%) from Baa3 (LGD2, 19%)

Senior secured Term Loan B Ba1 (LGD2, 21%) from Baa3 (LGD2, 19%)

Senior unsecured notes due 2019, 2020 and 2022 to B1 (LGD5, 72%)
from Ba3 (LGD5, 71%)

Rating affirmed:

SGL-2 Speculative Grade Liquidity Rating

Ratings Rationale:

Endo's Ba3 Corporate Family Rating reflects its modest size and
scale relative to larger pharmaceutical peers, partially offset by
the company's solid market positioning as a niche player in the
pain and urology markets and by its revenue diversity across
branded drugs, generic drugs and medical devices. Endo's expertise
in pain drugs and its good compliance with US Drug Enforcement
Agency (DEA) regulations act as high barriers to entry, also a
credit strength. The company faces a significant challenge
reviving top-line growth because of generic pressures affecting
two branded franchises (Lidoderm and Opana ER) and softness in
medical procedure volumes. Amidst these pressures, Endo is
undergoing senior leadership change and a major cost reduction
initiative. Further, Endo will pursue business development.
Although there are many variables, the Ba3 Corporate Family Rating
envisions a variety of scenarios in which debt/EBITDA is sustained
within a range of 3.0 to 4.0 times.

The rating outlook is negative. Despite credit-positive actions
like the recently announced cost restructuring, Moody's does not
yet believe that Endo's credit profile has fully stabilized
because of downward EBITDA trends, recent and pending senior
management changes, uncertain success in future M&A activity and
its impact on leverage, and rising exposure to surgical mesh
litigation cases. Although not expected in the near term, Moody's
could upgrade Endo's ratings if the company restores internal
growth rates and reduces litigation uncertainties while sustaining
conservative credit metrics including gross debt/EBITDA below 3.0
times. Conversely, Moody's could downgrade Endo's ratings if gross
debt/EBITDA is sustained above 4.0 times. This scenario could
occur if Endo performs debt-financed M&A, faces substantial
litigation cash outflows, or suffers worse-than-expected operating
setbacks on products like Lidoderm or Opana ER.

Headquartered in Malvern, Pennsylvania, Endo Health Solutions is a
U.S.-focused specialty healthcare company offering branded and
generic pharmaceuticals, medical devices and services. Endo's key
areas of focus include pain management, urology, oncology and
endocrinology. In 2012, Endo reported net revenues of
approximately $3 billion.

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


EPAZZ INC: Reports $398,500 Net Loss in First Quarter
-----------------------------------------------------
Epazz, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $398,571 on $208,010 of revenue for the three months ended
March 31, 2013, as compared with a net loss of $205,927 on
$114,477 of revenue for the same period during the prior year.

As of March 31, 2013, the Company had $1.29 million in total
assets, $1.87 million in total liabilities and a $585,790 total
stockholders' deficit.

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

                        http://is.gd/O0on68

                          About EPAZZ Inc.

Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of
Illinois on March 23, 2000, to create software to help college
students organize their college information and resources.  The
idea behind the Company was that if the information and resources
provided by colleges and universities was better organized and
targeted toward each individual, the students would encounter a
personal experience with the college or university that could lead
to a lifetime relationship with the institution.  This concept is
already used by business software designed to retain relationships
with clients, employees, vendors and partners.

Epazz incurred a net loss of $1.90 million on $1.19 million of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $336,862 on $735,972 of revenue for the year ended
Dec. 31, 2011.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has an accumulated deficit of $(4,114,756) and a
working capital deficit of $(681,561), which raises substantial
doubt about its ability to continue as a going concern.

                        Bankruptcy Warning

"We cannot be certain that any such financing will be available on
acceptable terms, or at all, and our failure to raise capital when
needed could limit our ability to continue and expand our
business.  We intend to overcome the circumstances that impact our
ability to remain a going concern through a combination of the
commencement of additional revenues, of which there can be no
assurance, with interim cash flow deficiencies being addressed
through additional equity and debt financing.  Our ability to
obtain additional funding for the remainder of the 2012 year and
thereafter will determine our ability to continue as a going
concern.  There can be no assurances that these plans for
additional financing will be successful.  Failure to secure
additional financing in a timely manner to repay our obligations
and supply us sufficient funds to continue our business operations
and on favorable terms if and when needed in the future could have
a material adverse effect on our financial performance, results of
operations and stock price and require us to implement cost
reduction initiatives and curtail operations.  Furthermore,
additional equity financing may be dilutive to the holders of our
common stock, and debt financing, if available, may involve
restrictive covenants, and strategic relationships, if necessary
to raise additional funds, and may require that we relinquish
valuable rights.  In the event that we are unable to repay our
current and long-term obligations as they come due, we could be
forced to curtail or abandon our business operations, and/or file
for bankruptcy protection; the result of which would likely be
that our securities would decline in value and/or become
worthless."


EXIDE TECHNOLOGIES: Sues Calif. Regulator Over Plant Shutdown
-------------------------------------------------------------
Jeff Sistrunk of BankruptcyLaw360 reported that bankrupt Exide
Technologies Inc. sued to reverse the California Department of
Toxic Substances Control's April decision to shutter its Vernon,
Calif.-based battery recycling plant, saying the agency relied on
an unenforceable standard for air pollution levels and had no
evidence the plant was an immediate environmental threat.

According to the report, Exide filed a petition in Los Angeles
Superior Court for a writ of mandate compelling the DTSC to lift
its order suspending the plant's operations, accusing the agency
of abusing its powers.

                     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.


EXIDE TECHNOLOGIES: Section 341(a) Meeting Set on July 16
---------------------------------------------------------
A meeting of creditors in the bankruptcy case of Exide
Technologies will be held on July 16, 2013, at 2:00 p.m.

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

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

                     About 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.


FNBH BANCORP: Director to Invest up to $9 Million
-------------------------------------------------
FNBH Bancorp, Inc., said it has terminated the subscription
agreements for its private placement transaction effective
June 12, 2013, and is in the process of returning escrowed funds
to investors.  The requisite regulatory approvals for the private
placement transaction, which included the Company's issuance of
approximately $16 million aggregate principal amount of its 10
percent subordinated debentures, have not been received.

The Company is considering its alternatives for raising additional
capital to improve the capital position of its subsidiary bank,
First National Bank in Howell.  The Company remains optimistic
that it will be able to raise sufficient capital to allow the Bank
to meet the minimum capital ratios set forth in the Consent Order
issued by the Bank's federal regulator, the Office of the
Comptroller of the Currency, on Sept. 24, 2009.

In order to raise that capital, the Company intends to conduct a
private placement transaction with certain accredited investors
for the sale of shares of a new series of mandatorily convertible
perpetual preferred stock of the Company.  Unlike the previous
private placement transaction, the new Private Placement would not
involve the issuance of any debt by the Company.

Effective June 12, 2013, the Company entered into a Securities
Purchase Agreement with Stanley B. Dickson, Jr., a director of the
Company and the largest beneficial owner of its common stock.
Pursuant to the Agreement, Mr. Dickson has agreed to invest at
least $7.5 million in the Company through the purchase of shares
of the Preferred Stock.  In addition to the minimum investment of
$7.5 million, Mr. Dickson has committed to invest up to an
additional $1.5 million in the Company through the purchase of
shares of common stock, if certain conditions are met and the
Company requests such additional investment.

Mr. Dickson is currently deemed to beneficially own approximately
11.4 percent of the Company's outstanding common stock.  Following
the closing of the Private Placement and the conversion of the
Preferred Stock into common stock, it is expected that Mr. Dickson
will beneficially own between approximately 41 percent and 46
percent of the Company's outstanding common stock.  If Mr. Dickson
is required to invest the additional $1.5 million, his beneficial
ownership could be as high as approximately 49 percent.  In
addition to this beneficial ownership, certain members of Mr.
Dickson's family collectively own approximately 1.6 percent of the
Company's outstanding common stock.

If the sale of the Preferred Stock to Mr. Dickson closes, (a) the
Company will pay Mr. Dickson a commitment fee equal to 6 percent
of the total amount of his investment, (b) as long as Mr. Dickson
beneficially owns 15 percent of the Company's outstanding common
stock, he will be entitled to appoint two representatives to the
respective Boards of Directors of the Company and the Bank
(inclusive of his current Board seat), subject to certain terms
and conditions, (c) as long as Mr. Dickson beneficially owns 30
percent of the Company's outstanding common stock, he will be
entitled to appoint a third representative to the respective
Boards of Directors of the Company and the Bank, subject to
certain terms and conditions, and (d) the Company will be required
to obtain Mr. Dickson's prior consent to increase the size of the
Board of Directors to a number greater than nine.

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

                        http://is.gd/XkduZR

                        About FNBH Bancorp

Howell, Michigan-based FNBH Bancorp, Inc., is a one-bank holding
company, which owns all of the outstanding capital stock of First
National Bank in Howell.  The Bank was originally organized in
1934 as a national banking association.  As of Dec. 31, 2011, the
Bank had approximately 85 full-time and part-time employees.  The
Bank serves primarily five communities, Howell, Brighton, Green
Oak Township, Hartland, and Fowlerville, all of which are located
in Livingston County.

FNBH disclosed net income of $329,000 in 2012, as compared with a
net loss of $3.57 million in 2011.  The Company's balance sheet at
March 31, 2013, showed $295.38 million in total assets, $285.44
million in total liabilities and $9.94 million in total
shareholders' equity.

BDO USA, LLP, in Grand Rapids, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.

"The Corporation's subsidiary bank ("Bank") is significantly
undercapitalized under regulatory capital guidelines and, during
2009, the Bank entered into a consent order regulatory enforcement
action ("consent order") with its primary regulator, the Office of
the Comptroller of the Currency.  The consent order requires
management to take a number of actions, including, among other
things, increasing and maintaining its capital levels at amounts
in excess of the Bank's current capital levels.  As discussed in
Note 20, the Bank has not yet met the higher capital requirements
and is therefore not in compliance with the consent order.  As a
result of the uncertain potential impact of future regulatory
actions, circumstances exist that raise substantial doubt about
the Corporation's ability to continue as a going concern."


FRIENDSHIP DAIRIES: Hearing Thurs. on Plan Outline, Cash Access
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing June 20, 2013, at 1:30 p.m., to consider
adequacy of information in the Amended Disclosure Statement
explaining Friendship Dairies' Chapter 11 Plan.

The Court will also consider the objection filed by AgStar
Financial Services, FLCA, as loan servicer and attorney-in-fact
for McFinney Agri-Finance, LLC, by and through its counsel John
O'Brien, and Brian P. Gaffney, at Snell & Wilmer L.L.P.

In its objection, AgStar stated that, among other things:

   1. the Disclosure Statement fails to contain a sensitivity
      analysis on its assumption of projected revenues and
      significant expense items;

   2. the Disclosure Statement does not provide an analysis of the
      projected cost of replacement heifers; and

   3. the Disclosure Statement is inadequate because it makes no
      reference to the Debtor's continuing obligations to pay
      taxes, maintain insurance, to maintain the real property and
      to satisfy the covenants in AgStar's loan and security
      documents.

                             The Plan

According to the First Amended Disclosure Statement, the plan
provides for payments to secured creditors on an amortized basis
corresponding to either: (a) agreements negotiated between
Friendship Dairies and the claimant; or (b) terms and conditions
currently available in the financial marketplace for loans of
similar size, collateral type, and valuation ratios.

Administrative claims, priority claims, and unsecured claims are
paid from cash flow as funds become available from Friendship
Dairies' operations.  Provisions are made for the payment of
contingent claims if, or when, any such claims materialize.
Equity holders retain their current interest in Friendship
Dairies.

The core feature providing for the implementation of Friendship
Dairies' proposed plan of reorganization is the conversion of its
dairy herd from one consisting of approximately 5,800 milk cows,
3,800 heifers, and 1,300 calves to one milking approximately 7,500
head, with approximately 675 heifers, and 1,400 calves.

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

                  Hearing on Sale, Cash Use Today

The Bankruptcy Court will also hear today Friendship Dairies'
motions for the sale of young stock (livestock); and use of the
sales proceeds of the livestock.

Frontier Capital Group, Ltd. has a security interest in the
Debtor's livestock.  Accordingly, the sales proceeds represent
cash collateral in which Frontier Capital has an interest.

                    About Friendship Dairies

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor operates a dairy near Hereford, Deaf Smith County, Texas.
The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The Debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, Esq., at J. Bennett White, P.C., serves as the Debtor's
counsel.  The petition was signed by Patrick Van Adrichem,
partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


GABRIEL TECHNOLOGIES: Files First Amended Chapter 11 Plan
---------------------------------------------------------
Gabriel Technologies Corporation and Trace Technologies, LLC,
amended their plan of reorganization.

The Plan proposes the substantial consolidation of the Debtors'
assets and estates and the transfer of those assets and estates to
the Reorganized Debtor.  Payments to creditors under the Plan will
be financed by the reorganization loan consisting of advances of
funds in two tranches, Tranche A and Tranche B.  Tranche A, up to
the aggregate principal amount of $500,000, will be advanced to
the Reorganized Debtor to satisfy the obligations of the
Reorganized Debtor under the following Sections of the Plan, as
well as to fund the Reorganized Debtor's reasonable estimate of
ongoing Implementation Expenses:  Administrative Expense Claims,
cure of executory contracts, compensation to the litigation
trustee, tax reporting compliance, and quarterly fees.  Tranche B,
up to the aggregate principal amount of $1,000,000, will be
advanced to the Reorganized Debtor from time to time as required.

Secured claims will be paid by proceeds recovered from Qualcomm
Incorporated in a lawsuit involving royalties, and from another
lawsuit involving royalties captioned Gabriel Technologies
Corporation, etc. v. Keith Feilmeier, et al.

A full-text copy of the First Amended Plan dated June 7, 2013, is
available for free at:

           http://bankrupt.com/misc/GABRIELTECHplan0607.pdf

Merle C. Meyers, Esq., and Michele Thompson, Esq., at Meyers Law
Group, P.C., in San Francisco, California, represent the Debtors.

                  About Gabriel Technologies

Gabriel Technologies Corporation and one subsidiary filed separate
Chapter 11 petitions (Bankr. N.D. Cal. Case No. 13-30340 and
13-30341) on Feb. 14, 2013, in San Francisco, after losing in a
patent dispute with smartphone chips maker Qualcomm Inc.

Gabriel Technologies, through its debtor-subsidiary Trace
Technologies, LLC, holds significant intellectual property assets
directed toward location-based products and services through
global positioning systems.

Gabriel Technologies disclosed $15 million in assets and
$15 million in liabilities as of Jan. 31, 2013.

The Debtors tapped the law firm of Meyers Law Group, P.C. as
general bankruptcy counsel.

A three-member official committee of unsecured creditors has been
appointed in the case.  Pachulski Stang Ziehl & Jones LLP
represents the Committee.

The Debtor filed a Plan of Reorganization that proposes to
substantively consolidate the Debtors' estates into the Chapter 11
estate of Gabriel, and upon the Effective Date, all those assets
will become the property of the Reorganized Debtor.  Secured
claims filed against the Debtors will be paid by proceeds
recovered from Qualcomm Incorporated in a lawsuit involving
royalties, and from another lawsuit involving royalties captioned
Gabriel Technologies Corporation, etc. v. Keith Feilmeier, et al.
Unsecured Claims will also be paid from the proceeds of the two
lawsuits, after all secured claims have been paid. Allowed General
unsecured claims will accrue an interest of 10% per annum.


GABRIEL TECHNOLOGIES: Can Employ Kenneth Fitzgerald
---------------------------------------------------
Gabriel Technologies Corporation and Trace Technologies, LLC,
obtained authority from the U.S. Bankruptcy Court for the Northern
District of California, San Francisco Division, to employ Kenneth
Fitzgerald.

                  About Gabriel Technologies

Gabriel Technologies Corporation and one subsidiary filed separate
Chapter 11 petitions (Bankr. N.D. Cal. Case No. 13-30340 and
13-30341) on Feb. 14, 2013, in San Francisco, after losing in a
patent dispute with smartphone chips maker Qualcomm Inc.

Gabriel Technologies, through its debtor-subsidiary Trace
Technologies, LLC, holds significant intellectual property assets
directed toward location-based products and services through
global positioning systems.

Gabriel Technologies disclosed $15 million in assets and
$15 million in liabilities as of Jan. 31, 2013.

The Debtors tapped the law firm of Meyers Law Group, P.C. as
general bankruptcy counsel.

A three-member official committee of unsecured creditors has been
appointed in the case.  Pachulski Stang Ziehl & Jones LLP
represents the Committee.

The Debtor filed a Plan of Reorganization that proposes to
substantively consolidate the Debtors' estates into the Chapter 11
estate of Gabriel, and upon the Effective Date, all those assets
will become the property of the Reorganized Debtor.  Secured
claims filed against the Debtors will be paid by proceeds
recovered from Qualcomm Incorporated in a lawsuit involving
royalties, and from another lawsuit involving royalties captioned
Gabriel Technologies Corporation, etc. v. Keith Feilmeier, et al.
Unsecured Claims will also be paid from the proceeds of the two
lawsuits, after all secured claims have been paid. Allowed General
unsecured claims will accrue an interest of 10% per annum.


GIBSON ENERGY: S&P Rates US/C$750MM Senior Unsecured Notes 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level debt rating and '4' recovery rating to Calgary, Alta.-
based Gibson Energy ULC's proposed US/C$750 million senior
unsecured notes.  Gibson is issuing the notes to repay all
indebtedness outstanding under its senior secured first-lien term
loan facility and fund general corporate purposes.  The '4'
recovery rating indicates S&P's expectation of average recovery
(30% -50%) in the event of default.

At the same time, Standard & Poor's affirmed its 'BB' long-term
corporate credit and senior secured debt ratings on Gibson.  The
'3' recovery rating on the existing senior secured debt is
unchanged, and indicates S&P's expectation of meaningful (50%-70%)
recovery in a default.  The outlook is stable.

"The ratings on Gibson reflect Standard & Poor's view of the
company's fair business risk profile and 'significant' financial
risk profile," said Standard & Poor's credit analyst Gerry
Hannochko.  The ratings incorporate S&P's assessment of the
weaknesses associated with the company's moderate exposure to
commodity prices, high fixed charges, and integration risk
associated with the OMNI Energy Services Corp. acquisition.  S&P
believes the company's diversified energy infrastructure assets,
which provide operational efficiency and cross-selling
opportunities, and the increasing low volatility contracted cash
flows associated with the terminals and pipelines segment somewhat
offset the weaknesses.

Gibson is a midstream energy company operating in the North
American market, mostly in western Canada and U.S. oil plays.  It
provides transport, storage, and distribution of crude and
associated products, and provides crude transportation through
trucking in the U.S.  The company operates in five segments:
terminals and pipelines, truck transportation, propane and natural
gas liquids marketing and distribution, processing and well-site
fluid, and marketing of crude and refined products.  It recently
acquired OMNI, an environmental and production service provider in
the U.S., which will create a new business segment called
Environmental Services.

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

An upgrade could occur if the business risk profile improves to
"satisfactory" from "fair", which could indicate a larger
proportion (greater than 35%) of long-term consolidated
contracted, fee-for-service cash flows coming from the terminal
and pipeline business.  In addition, an upgrade could occur if S&P
was to revise the financial risk profile to "intermediate" from
"significant", which could occur if forecast debt-to-EBITDA stays
at about 2.5x.

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


GRASSY HILL: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: Grassy Hill Development Corp.
                20 Grassy Hill Road
                Roxbury, CT 06783

Case Number: 13-50939

Involuntary Chapter 11 Petition Date: June 14, 2013

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Grassy Hill Development Corp's petitioners:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Able Energy of NY Inc.   contract work          $23,200
c/o Vincent Franzone,
President
56 W. 45th Street
New York, NY 10036

Westerly Acquisition     mortgage               $44,300
Corp.
c/o Vincent Franzone,
President
56 W. 45th Street
New York, NY 10036

Botka Construction       contract work          $50,000
c/o Charles Botka,
President
158C Botka Drive
Charlestown, RI 02891


GREEN FIELD: Amends 247,000 Common Shares Resale Prospectus
-----------------------------------------------------------
Green Field Energy Services, Inc., has amended its registration
statement relating to the resale of 247,058 shares of common
stock, $0.01 par value per share, at a proposed maximum aggregate
offering price of $2,470.  The Company initially issued the
warrants as part of 250,000 units, each consisting of $1,000
principal amount of the Company's 13 percent senior secured notes
due 2016 and a warrant to purchase 0.988235 shares of common
stock.

The Company will not receive any proceeds from the sale of common
stock by the selling shareholders.

The Company's common stock is not listed for trading on any
national securities exchange and the Company has no plans to list
its stock on any exchange.  The securities being registered in
this offering may not be liquid since they are not listed on any
exchange or quoted in the OTC Bulletin Board.  Because there is
currently no active trading market, selling stockholders will sell
at a stated fixed price until the Company's common stock in quoted
on the OTC Bulletin Board.

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

                        http://is.gd/y7uv4l

                 About Green Field Energy Services

Lafayette, La.-based Green Field Energy Services Inc. is an
independent oilfield services company that provides a wide range
of services to oil and natural gas drilling and production
companies to help develop and enhance the production of
hydrocarbons.  It became the first company to provide hydraulic
fracturing services utilizing turbine-powered pumping equipment
and is the only fracturing services provider using turbine driven
fracturing pumps that have the capability of operating on 100
percent natural gas.

                            *     *     *

As reported by the TCR on June 25, 2012, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured ratings
on Lafayette, La.-based oilfield services company Green Field
Energy Services Inc. (GFES) to 'CCC' from 'CCC+'.  "The downgrade
on Green Field Energy Services Inc. reflects its limited liquidity
relative to projected capital spending and debt amortization over
the next 60 to 90 days," said Standard & Poor's credit analyst
Paul B. Harvey.

Green Field carries a Caa2 Corporate Family Rating from Moody's
Investors Service.


GREENEDEN US: S&P Revises Outlook to Stable & Affirms 'B' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Daly
City, Calif.-based Greeneden U.S. Holdings II LLC (d/b/a Genesys)
to stable from positive.

At the same time, S&P affirmed its 'B' corporate credit rating on
the company and 'B+' issue-level rating with a recovery rating of
'2' on the company's existing $50 million revolving credit
facility and $675 million first-lien term loan.

S&P also assigned a 'B+' issue-level rating with a recovery rating
of '2' to the proposed $100 million incremental first-lien term
loan.  The recovery rating of '2' indicates S&P's expectation for
a substantial (70% to 90%) recovery of principal in the event of
payment default.

"The outlook revision is based on the higher pro forma leverage
following the acquisition of SoundBite, and our expectation that
pro forma leverage will fall to only about the mid-5x area over
the next year," said Standard & Poor's credit analyst Katarzyna
Nolan.

The rating reflects Genesys' "weak" business risk profile
characterized by its fairly narrow scope of business and its
vulnerability to competition from larger and better-capitalized
firms in the fragmented contact center market, as well as by its
"highly leveraged" financial risk profile.  The company's growing
recurring revenues, diverse customer base, and stable cash flow
generation partly offset these factors.

Genesys is a contact center software provider that has
historically focused on the on-premise solutions to the largest
enterprise contact centers, with over 250 seats.  Most recently,
the company has begun providing software as a service (SaaS) based
solutions to middle-market businesses with 100 to 250 seats.
SaaS-based offerings enhance the company's competitive position as
the SaaS contact center solutions have better growth prospects
than the on-premise-based contact center solutions.  The recent
acquisition of Angel and upcoming acquisition of SoundBite enhance
the company's cloud and mobile capabilities, as well as its
middle-market presence, while the recent acquisition of Utopy
enhances Genesys' workforce optimization capabilities in on-
premise solution.

The stable outlook reflects Genesys' stable free cash flow
generation, resulting from its recurring and predictable revenue
base.  It also reflects S&P's expectation that it will maintain
its competitive position in key markets.

S&P could lower the rating if the company's profitability
deteriorates due to integration issues or increased competition,
or due to additional debt-financed acquisitions, such that
leverage is sustained above the low-7x area.

Rating upside is limited in the near term, given S&P's expectation
that even if leverage declines to the 5x area, the company will
likely not sustain this level given its ownership structure and
its acquisition appetite.


GREENHUNTER RESOURCES: Incurs $7.5-Mil. Net Loss in First Quarter
-----------------------------------------------------------------
GreenHunter Resources, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $7.5 million on $8.6 million of
revenues for the three months ended March 31, 2013, compared with
a net loss of $653,464 on $2.3 million of revenues for the same
period last year.

"Our operating loss was $7.2 million and $448 thousand for the
three month periods ended March 31, 2013, and 2012, respectively.
The increase in operating loss is due to $6.0 million of operating
loss generated by our water management operations, which includes
an impairment of asset value of $1.9 million and an impairment of
goodwill of $2.8 million."

The Company's balance sheet at March 31, 2013, showed
$50.4 million in total assets, $30.1 million in total liabilities,
and shareholders' equity of $20.3 million.

"As of March 31, 2013, we had a working capital deficit of
$11.8 million which includes $2.5 million related to earlier
construction activities at our Mesquite Lake Biomass Plant that
are non-recourse to the parent company, GreenHunter Resources,
Inc.

"We have continued to experience losses from ongoing operations.
This raises substantial doubt about our ability to continue as a
going concern.

A copy of the Form 10-Q is available at http://is.gd/Py6In2

Grapevine, Texas-based GreenHunter Resources, Inc.'s business plan
is to acquire businesses, develop projects, and operate assets
involved in the clean water business as it relates to the oil and
gas industry in the unconventional oil and natural gas resource
plays.


GRUPO TMM: Incurs MXN781.1-Mil. Net Loss in 2012
------------------------------------------------
Grupo TMM, S.A.B., filed on June 12, 2013, Amendment No. 1 on Form
20-F/A to amend its annual report on Form 20-F for the fiscal year
ended Dec. 31, 2012, as originally filed with the Securities and
Exchange Commission on May 15, 2013, solely for the purposes of
(i) re-filing the Company's financial statements in Item 18 to
include the signature of Salles Sainz - Grant Thornton, S.C.
("SSGT"), independent registered public accounting firm, in its
Report of Independent Registered Public Accounting Firm with
respect to the Company's financial statements and (ii) filing or
furnishing new certifications by the Company's principal executive
officer and principal financial officer as required by Rule 12b-15
under the Securities Exchange Act of 1934, as amended.

Salles Sainz - Grant Thornton, S.C., in Mexico City, expressed
substantial doubt about Grupo TMM's ability to continue as a going
concern, citing the Company's significant net losses in 2012 and
2010, principally as a result of its comprehensive financing cost.

The Company reported a net loss of a net loss of MXN781.1 million
on MXN3.335 billion of transportation revenue in 2012, compared to
net income of MXN191.6 million on MXN3.345 billion of
transportation revenue in 2011.

The gain on exchange of MXN41.0 million and MXN1.165 billion
included in the consolidated statement of operations for the years
ended Dec. 31, 2012, and 2011, respectively, is due to the
significant appreciation of the Mexican peso against the U.S.
dollar, where a large portion of the debt is denominated in
Mexican pesos, represented by the issuance of the trust
certificates.

The Company's balance sheet at Dec. 31, 2012, showed
MXN12.945 billion in total assets, MXN12.286 billion in total
liabilities, and stockholders' equity of $658.8 million.

A copy of the Form 20-F/A is available at http://is.gd/nnQ3Mk

Mexico City-based Grupo TMM, S.A.B. (OTC: GTMAY and BMV: TMM A)
is a Latin American intermodal transportation company.  Through
its branch offices and network of subsidiary companies, TMM
provides ocean and land transportation services.


GUIDED THERAPEUTICS: Stockholders Elect Six Directors
-----------------------------------------------------
At Guided Therapeutics, Inc.'s annual meeting of stockholders
which was held on June 14, 2013, the stockholders elected seven
directors, namely:

   (1) Mark L. Faupel, Ph.D.;
   (2) Ronald W. Allen;
   (3) Ronald W. Hart, Ph.D.;
   (4) John E. Imhoff, M.D.;
   (5) Jonathan M. Niloff, M.D.; and
   (6) Linda Rosenstock, M.D.

The stockholders approved the compensation of the Company's named
executive officers and indicated "1 Year" as the desired frequency
of future stockholder votes to approve the compensationof the
Company's named executives.  The stockholders also ratified the
appointment of UHY, LLP, as the Company's independent auditors for
fiscal year 2013.

                     About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

Guided Therapeutics disclosed a net loss of $4.35 million on $3.33
million of contract and grant revenue for the year ended Dec. 31,
2012, as compared with a net loss of $6.64 million on $3.59
million of contract and grant revenue in 2011.  The Company's
balance sheet at March 31, 2013, showed $3.58 million in total
assets, $1.72 million in total liabilities, and $1.86 million in
total stockholders' equity.

UHY LLP, in Sterling Heights, Michigan, issued a "going concern"
qualification on the Company's consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and accumulated deficit that raise substantial doubt
about its ability to continue as a going concern.

                        Bankruptcy Warning

"The Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised during the second quarter of 2013, the
Company has plans to curtail operations by reducing discretionary
spending and staffing levels, and attempting to operate by only
pursuing activities for which it has external financial support,
such as under the Konica Minolta license agreement and additional
NCI, NHI or other grant funding.  However, there can be no
assurance that such external financial support will be sufficient
to maintain even limited operations or that the Company will be
able to raise additional funds on acceptable terms, or at all.  In
such a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate
and/or file for bankruptcy protection."


HALSEY MINOR: Tries Again for Bankruptcy After Missed Deadline
--------------------------------------------------------------
Dawn McCarty, writing for Bloomberg News, reported that Halsey
Minor, the CNET Networks Inc. founder who filed for bankruptcy
last month, is seeking to reinstate his case after it was
dismissed, saying he shouldn't be punished because his attorney
missed a deadline for handing in documents.

According to the report, the personal Chapter 7 bankruptcy case,
filed five years after Minor sold CNET for $1.8 billion, was
dismissed June 13 by the U.S. Bankruptcy Court in Los Angeles over
a "failure to file schedules, statements and/or plan," according
to an order posted in the online docket for the case. The
documents include detailed lists of assets and explanations of a
debtor's state of affairs, which are required by judges.

Minor listed assets of more than $32 million and debt of more than
$104 million in court papers filed June 7, the report related.
Minor's attorney said additional information was needed to
complete the statement of financial affairs by the deadline and he
"elected to file a complete and correct" document past the
deadline. All required documents have now been filed, according to
court papers.

"The debtor should not be punished because of the decision of
debtor's counsel the evening of June 7," David Shemano, Minor's
lawyer with Peitzman Weg LLP in Los Angeles, said in court papers
filed yesterday. "Under the circumstances, cause exists to vacate
the dismissal order," Shemano said.

Minor filed the bankruptcy petition on May 24, listing assets of
as much as $50 million and debt of as much as $100 million, the
report said. In a Chapter 7, an impartial trustee is appointed to
administer the case and sell assets such as automobiles.


HAMPTON LAKE: Disclosure Statement Hearing on June 19
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
scheduled the hearing to consider the adequacy of the disclosure
statement explaining Hampton Lake LLC's plan of liquidation for
June 19, 2013, at 10:00 a.m.  June 14 is fixed as the last day for
filing and serving written objections to the disclosure statement.

The 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 contemplates that (a) Sabal Financial Group, LP, (the
Lender) will receive an aggregate of approximately 88.5% of its
allowed claim as of the Petition Date from the sale of the
remaining lots, (b) general unsecured trade vendors will be paid
in full, (c) the Charter Note Holders will receive approximately
8.75% of the principal loan balance owed at the Petition Date, and
(d) the equity interests in the Debtor will be extinguished.  In
addition, Hampton Lake Realty, LLC, the Debtor's sales arm, which
may have value beyond the term of the Plan, will be marketed and
sold at the end of the Plan term, with the net proceeds going to
the Charter Note Holders.

In addition, the Plan contemplates that Hampton Lake Funding, LLC,
which is an entity controlled by John P. Reed that loaned the
Debtor $2,000,000 in return for a second priority mortgage on the
Debtor's real property, and is now owed $2,290,835, will
subordinate its claims to all other creditors in return for third-
party releases as well as for declarant rights contemplated in the
Community Charter for the Hampton Lake Subdivision.

Judy A. Robbins, the U.S. Trustee for Region 4, objects to the
adequacy of the Disclosure Statement complaining that the
disclosures should be updated to reflect the events that
transpired following the Petition Date.  Specifically, the
feasibility budget should be amended to reflect the terms as
reflected in the Final Cash Collateral Order.

Moreover, the U.S. Trustee complains that the Disclosure Statement
should be amended to address the proofs of claim filed to date and
the Debtor's position with respect to their viability.  The
description of Class 10 (General Unsecured Trade Vendors) should
be amended to disclose the trade vendors that were added to
Amended Schedule F on May 31, 2012, and address the terms of
payment of those creditors.

Furthermore, the U.S. Trustee argues that the Disclosure Statement
should be amended to provide a legal basis for the releases of the
non-debtor third parties contemplated in the Plan and to explain
how the releases meet the standards set forth in  Behrmann v.
National Heritage Foundation, 663 F.3d 704, *712 (4th Cir. 2011).

Elisabetta G. Gasparini, Esq., trial attorney at the Office of the
United States Trustee, in Columbia, South Carolina, represents the
U.S. Trustee.

                       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.


HAWKER BEECHCRAFT: GAO Rejects Protest of Air Force Contract
------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that the U.S.
Government Accountability Office rejected Beechcraft Corp.'s
protest of a contract worth up to $950 million to build light air
support planes for the Afghan military that was awarded to a joint
venture led by Sierra Nevada Corp.

According to the report, the GAO said in a statement that its
decision does not reflect the merits of the aircraft, but whether
the U.S. Air Force complied with procurement laws and regulations
in awarding Sierra Nevada and Brazil-based Embraer Aircraft
Holding Inc. the contract.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3,
2012, having already negotiated a plan that eliminates $2.5
billion in debt and $125 million of annual cash interest expense.

The plan will give 81.9% of the new stock to holders of $1.83
billion of secured debt, while 18.9% of the new shares are for
unsecured creditors.  The proposal has support from 68% of secured
creditors and holders of 72.5% of the senior unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.  The Committee's
financial advisor is FTI Consulting, Inc.

On June 30, 2012, Hawker filed its Plan, which proposed to
eliminate $2.5 billion in debt and $125 million of annual cash
interest expense.  The plan would give 81.9% of the new stock to
holders of $1.83 billion of secured debt, while 18.9% of the new
shares are for unsecured creditors.  The proposal has support from
68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

In July 2012, Hawker disclosed it was in exclusive talks with
China's Superior Aviation Beijing Co. for the purchase of Hawker's
corporate jet and propeller plane operations out of bankruptcy for
$1.79 billion.

In October 2012, Hawker unveiled that those talks have collapsed
amid concerns a deal with Superior wouldn't pass muster with a
U.S. government panel and other cross-cultural complications.
Sources told The Wall Street Journal that Superior encountered
difficulties separating Hawker's defense business from those units
in a way that would make both sides comfortable the deal would get
U.S. government clearance.  The sources told WJS the defense
operations were integrated in various ways with Hawker's civilian
businesses, especially the propeller plane unit, in ways that
proved difficult to untangle.

Thereafter, Hawker said it intends to emerge from bankruptcy as an
independent company.  On Oct. 29, 2012, Hawker filed a modified
reorganization plan and disclosure materials.  Hawker said the
plan was supported by the official creditors' committee and by a
"substantial majority" of holders of the senior credit and a
majority of holders of senior notes.  Hawker said it will either
sell or close the jet-manufacturing business.

The revised plan still offers 81.9% of the new stock in return for
$921 million of the $1.83 billion owing on the senior credit.
Unsecured creditors are to receive the remaining 18.9% of the new
stock.  Holders of the senior credit will receive 86% of the new
stock.  The senior credit holders are projected to have a 43.1%
recovery from the plan.  General unsecured creditors' recovery is
a projected 5.7% to 6.3%.  The recovery by holders of $510 million
in senior notes is predicted to be 9.2% to 10%.


HERON LAKE: Sees $998,000 Net Loss for April 30 Quarter
-------------------------------------------------------
Heron Lake BioEnergy, LLC, disclosed certain material non-public
information regarding its preliminary unaudited results of
operations and financial condition for the quarter ended April 30,
2013.

The Company estimated a net loss of $998,140 on $35.49 million of
revenues for the three months ended April 30, 2013.  The Company
reported a net loss of $1.35 million on $41.18 million of revenues
for the three months ended April 30, 2012.

As of April 30, 2013, the Company estimated $59.65 million in
total assets, $43.92 million in total liabilities and $15.72
million in total members' equity.

The Company was unable to timely file the Form 10-Q because the
Company requires additional time to finalize the financial
statements and to prepare the report and related disclosures, as
well as additional time to allow the registered independent public
accounting firm to complete its review procedures following
completion of the Company's work.  The Company has encountered
delays in timely finalizing the financial statements and related
disclosures due to the diversion of management attention to other
critical matters such as negotiating and closing on the Company's
Sixth Amended and Restated Master Loan Agreement and related loan
documents with AgStar Financial Services, PCA, and implementing
its loan restructuring plan and recapitalization plan.

A copy of the preliminary results is available for free at:

                        http://is.gd/q2A3zb

                         About Heron Lake

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

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

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

                         Bankruptcy Warning

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

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


ICEWEB INC: Offering 25 Million Common Shares to Employees
----------------------------------------------------------
IceWEB, Inc., is offering to its employees and consultants 25
million shares of common stock under the Company's 2013 Employee
Option Plan.  The proposed maximum aggregate offering price is
$610,000.  A copy of the Form S-8, as filed with the U.S.
Securities and Exchange Commission, is available at:

                        http://is.gd/5AwpxW

                           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).

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.


IGPS COMPANY: Hearing on Auction Rules This Week, Financing Next
-----------------------------------------------------------------
Bankruptcy Judge Kevin Gross will convene a hearing June 21, at
10:00 a.m. to consider iGPS Company LLC's request to implement a
sale process where a group formed by Balmoral Funds LLC, and One
Equity Partners LLC, will open an auction with a credit bid for
the assets.

Judge Gross will then convene a hearing July 1 to consider final
approval of a $12 million loan to fund iGPS Company's bankruptcy
cases pending a sale of the assets.  Objections to the financing
are due June 24.

                            Sale Rules

Immediately before the bankruptcy filing, the secured lenders led
by Bank of America, N.A., agreed to sell their claims and
interests under the credit facility to iGPS Logistics, a Delaware
limited liability company formed as a joint venture by and among
Balmoral, One Equity Partners, a shareholder of Schoeller Arca
Systems Holdings B.V., and Jeff and Robert Liebesman.
Simultaneously therewith, the group and the Company entered into
the asset purchase agreement.  The deal with the Balmoral group
provides that as consideration, the buyers will submit a credit
bid of $36 million, pay $1 million in cash, deliver an amount to
pay off the DIP financing and assume certain liabilities.

The deal with the Balmoral group is subject to higher and better
offers.  Under the proposed rules, the Debtor proposes to conduct
a sale process under these terms and schedule:

    * Deadline for initial bids will be on June 28, 2013.

    * Initial bids must provide for an overbid of at least
      $2 million than the stalking-horse offer from the Balmoral
      Group.

    * If qualified bids are received, an auction will be conducted
      on July 1, 2013.

    * A sale hearing will be conducted on July 2, with objections
      due June 25.

    * In the event it is outbid at the auction, the Balmoral group
      will receive a breakup fee and expense reimbursement in the
      maximum aggregate amount of $1.45 million.

                          DIP Financing

Crystal Financial LLC has committed to provide the Debtor with a
$12 million DIP facility, with $6 million immediately available on
the interim.  The loan will bear interest at LIBOR + 8% and will
mature on Aug. 30, 2013.  The Debtor will secure its obligations
under the DIP Facility by, among other things, granting the DIP
lender first, junior, and first and priming liens on, and security
interests in, substantially all of the Debtor's assets.  Judge
Gross granted interim approval of the DIP financing following
hearings on June 6 and 7.

                         Automatic Stay

The Debtor on June 7 obtained an order enforcing and restating the
automatic stay provisions of the Bankruptcy Code.

iGPS still has a pending motion for an order enforcing the
automatic stay against Belacon Pallet Services LLC and holding
Belacon in civil contempt.  Belacon is under contract to oversee
the operations of the Debtor's third party depots for the storage
and maintenance of certain of the Debtor's pallets.  Following the
bankruptcy filing, Belacon restricted the Debtor's access to
Belatrax inventory software and has since ceased communications
with the Debtor, in violation of the automatic stay.

The Debtor on June 5 filed a motion to reject its contract with
Belacon.  The Debtor says that monthly obligations under the
contract often exceed $2 million per month, and are above the
market rate and are unnecessary burden on the Debtor's estate.
The Debtor believes that it can more efficiently and effectively
operate its business by working directly with third party depots
or an alternative depot facility provider.

                   Essential Service Providers

To minimize disruptions in operations, the Debtor obtained interim
approval to pay postpetition administrative expense priority
claims of "essential service providers".  The procedures provide
that by accepting payment from the Debtor, the supplier must
continue doing business with the Debtor in the ordinary course of
business.  Payments to essential service providers will not exceed
$4.3 million per month to Ryder Integrated Logistics Inc., $2.4
million per month to Belacon, $500,000 per month to recyclers, and
$400,000 per month to retailers acting as i-Depots.

If any objections are filed, a final hearing will be held June 21.

                         About iGPS Co.

iGPS Company LLC filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 13-11459) on June 4, 2013, to sell its assets to a
group led by Balmoral Funds LLC, absent higher and better offers.

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

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

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


IGPS COMPANY: Wins Approval for AlixPartners as Claims Agent
------------------------------------------------------------
iGPS Company LLC sought and obtained approval to employ
AlixPartners, LLC, as claims and noticing agent.

The Debtor estimates that there are in excess of 200 creditors in
the Chapter 11 case.  The Debtor expects many of the creditors to
file proofs of claim.

AlixPartners will charge the Debtor at these rates:

   Consulting Services and Hourly Rates          Charges
   ------------------------------------          -------
   Clerical                                 $25 to $45 per hour
   Project Specialist                       $50 to $90 per hour
   Case Manager                             $95 to $125 per hour
   IT Programming Consultant               $120 to $135 per hour
   Consultant                              $140 to $165 per hour
   Senior Consultant                       $175 to $195 per hour

Alix will charge $0.02 per page for electronic noticing, $0.10 per
page for photocopying or printing, and $0.20 per page for
facsimile transmission.

The parties agreed to a retainer of $15,000.

                         About iGPS Co.

iGPS Company LLC filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 13-11459) on June 4, 2013, to sell its assets to a
group led by Balmoral Funds LLC, absent higher and better offers.

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

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

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


IGPS COMPANY: Proposes Fox Rothschild as Co-Counsel
---------------------------------------------------
iGPS Company LLC asks the Court for approval to employ Fox
Rothschild LLP as co-counsel.

Fox will work closely with proposed co-counsel, White & Case LLP,
to ensure that there is no unnecessary duplication of services
performed or charged to the Debtor's estate.

Fox intends to charge the Debtor per hour for the legal services
of its professionals:

    Category                Hourly Rate
    --------                -----------
    Partners                $350 to $795
    Associates              $150 to $440
    Paraprofessionals       $105 to $315

Prepetition, Fox received retainers totaling $55,600.

                         About iGPS Co.

iGPS Company LLC filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 13-11459) on June 4, 2013, to sell its assets to a
group led by Balmoral Funds LLC, absent higher and better offers.

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

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

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


IKARIA ACQUISITION: Moody's Lowers CFR to B2 After Dividend Recap
-----------------------------------------------------------------
Moody's Investors Service downgraded Ikaria Acquisition Inc.'s
Corporate Family Rating to B2 from B1. This action follows the
company's proposed dividend recapitalization plan that will
substantially increase its financial leverage.

Concurrently, Moody's assigned a B1 rating to the company's
proposed $550 million first lien senior secured term loan B and a
Caa1 rating to the proposed $300 million second lien senior
secured term loan. The rating outlook is negative.

Proceeds from the proposed new term loans, together with cash on
hand, will be used to fund a dividend distribution of $475 million
to shareholders, to pre-fund a reserve of $180 million to cover
expenses and expenditures associated with Ikaria's R&D business
for the next few years, to refinance the existing term loan B, and
to pay related transaction expenses. At the same time, Ikaria is
seeking to amend its existing revolving and term loan A agreement
to allow for the proposed new term loans and to carve out certain
R&D subsidiaries for new drugs from the credit group, among other
things.

The rating downgrade reflects the heightened risk profile due to
significantly increased leverage that will materially decrease the
company's financial flexibility. Pro forma debt/EBITDA will
increase from approximately 2.5x, to above 6.5x on a consolidated
basis or 4.5x if only the credit group's EBITDA is included. The
downgrade also incorporates Moody's concern about the company's
sharp shift towards more aggressive financial policy at a time
some of its key patents expired or are expiring, making it more
vulnerable to potential competition, depending on the protection
provided by later-dated patents such as the heart failure patents
expiring in 2029.

"Ikaria will more than triple its debt load and quadruple its
interest expense as a result of the dividend recap, leaving little
room for operational error," commented Moody's Assistant Vice
President John Zhao.

Ratings downgraded:

Corporate Family Rating -- to B2 from B1

Rating affirmed:

Probability of Default Rating -- B2-PD

Ratings assigned, subject to review of final documentation:

$550 million first lien senior secured term loan B -- B2 (LGD3,
34%)

$300 million second lien senior secured term loan -- Caa2 (LGD5,
87%)

Rating Rationale:

The B2 CFR reflects Moody's expectation that Ikaria's credit group
only debt/EBITDA (including Moody's standard analytical
adjustments) will exceed 4.0x in the next 12-18 months after the
recap (debt/EBITDA would be above 6.5x on a consolidated basis).
The rating also incorporates the company's small size and single
product concentration risk, with almost all its revenues derived
from INOMAX therapy. The rating is also constrained by
vulnerability arising from certain key patent expirations in 2013
and 2014, although Ikaria has attained other longer-dated patents
expiring in 2029 and 2031. The ratings are also constrained by the
high level of off-label use of its products (the company cannot
legally market for off-label indications). Positive rating
consideration is given to Ikaria's strong competitive position
within its niche market, treating critically ill patients who
often have few treatment alternatives. While medium and longer
term competitive pressures will likely increase, Moody's believes
there are relatively high barriers to entry and the company will
be subject to only modest pricing declines and/or market share
loss over the next 3 to 5 years.

The negative rating outlook reflects Ikaria's weak position in the
B2 rating category given its high degree of financial leverage and
the potential for a rating downgrade if Ikaria's business faces
any setbacks or unexpected new competition, or if the company
fails to pay down debt decisively.

Moody's could downgrade the ratings if any event is expected to
materially disrupt revenue or cash flow of INOMAX, such that there
would be material weakening of liquidity or if credit group
leverage is sustained above 4.5 times. Moody's could also
downgrade the ratings if competitive pressures are expected to
erode market share or pricing.

Moody's does not foresee an upgrade to the ratings due to Ikaria's
size, product concentration and current stage of its key patent
expirations. However, if over time Moody's expects Ikaria to
maintain market share, grow revenues substantially, generate
greater than 20% of revenues from products other than INOMAX, and
if leverage falls below 2.5 times, the ratings could be upgraded.

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

Ikaria, headquartered in Hampton, New Jersey, develops and
manufactures products aimed at the critical care market. The
company's current product, INOMAX(R) therapy, delivers nitric
oxide (NO), a pharmaceutical drug delivered in gas form, for
inhalation through a proprietary delivery system. For the twelve
months ended March 31, 2013, Ikaria generated revenues of
approximately $361 million.


INTERNATIONAL HOME: Settles With FirstBank, Wants Case Dismissed
----------------------------------------------------------------
International Home Products, Inc., and Health Distillers
International, Inc., ask the U.S. Bankruptcy Court for the
District of Puerto Rico to dismiss their Chapter 11 case.

According to the Debtors, they have attempted to reorganize
pursuant to the provisions of Chapter 11 Bankruptcy Code.
Nevertheless, the case have been plagued with excessive litigation
between the Debtors and their secured creditor, First Bank-Puerto
Rico, Inc., which has diverted the energies and resources of the
Debtors and has severely hampered the Debtor's reorganization
process.

In this relation, the Debtors have been able to resolve the
differences with FirstBank and have reached a final settlement for
the benefit of the estate, all creditors and the Debtors
themselves.

The settlement through a joint stipulation includes payment of the
Bank's claims.  The Debtors will also be able to retain title to
the inventory and other personal assets encumbered by FirtBank's
lien.  President Andrew Bert Foti will pay FirstBank for their
release under the payment plan.

                 About International Home Products

International Home Products, Inc., is engaged in the sale,
financing of "Lifetime" cookware and other kitchenware as well as
sale of account receivables in the secondary market.  It is the
exclusive distributor of "Lifetime" products in Puerto Rico for
over 40 years.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 12-02997) on April 19,
2012.  Carmen D. Conde Torres, Esq., in San Juan, P.R.,
serves as the Debtor's counsel.  Wigberto Lugo Mendel, CPA,
serves as its accountants.  The Debtor disclosed $66,155,798 and
$43,350,031 in liabilities as of the Chapter 11 filing.

Secured lender First-Bank Puerto Rico is represented by Manuel
Fernandez-Bared, Esq., Angel Sosa-Baez, Esq., and Linette
Figueroa-Torres, Esq., at Toro, Colon, Mullet, Rivera & Sifre,
P.S.C.

On May 7, 2012, International Home's affiliate, Health Distillers
International, Inc., filed a separate Chapter 11 petition (Bankr.
D.P.R. Case No. 12-03574.


JAMES RIVER: BNP Paribas Held 5.3% Equity Stake at May 28
---------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, BNP Paribas Arbitrage, SNC, disclosed that, as of
May 28, 2013, it beneficially owned 1,963,324 shares of common
stock of James River Coal Co representing 5.3 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/iTRCz7

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

James River reported a net loss of $138.90 million in 2012,
as compared with a net loss of $39.08 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $1.16 billion in
total assets, $944.75 million in total liabilities and $215.26
million in total shareholders' equity.

                           *     *     *

In the Dec. 6, 2012, edition of the TCR, Moody's Investors Service
downgraded James River Coal Company's Corporate Family Rating
("CFR") and Probability of Default Rating ("PDR") to Caa1 from B3.
The downgrades reflects weakening credit protection metrics as a
result of a very difficult environment facing coal producers in
Central Appalachia and Moody's view that the company's earnings
and cash flow profile will remain challenged in the near-term.

As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Richmond, Va.-based
James River Coal Co. to 'CCC' from 'SD' (selective default).

"We raised our rating on James River Coal because we understand
that the company has stopped repurchasing its debt at deep
discounts, for the time being," said credit analyst Megan
Johnston.


JAMMIN JAVA: Incurs $418,647 Net Loss in April 30 Quarter
---------------------------------------------------------
Jammin Java Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $418,647 on $817,049 of revenue for the
three months ended April 30, 2013, compared with a net loss of
$894,179 on $309,614 of revenue for the three months ended
April 30, 2012.

The Company's balance sheet at April 30, 2013, showed $1.8 million
in total assets, $774,640 in total current liabilities, and
shareholders' equity of $1.0 million.

"The Company incurred a net loss of $418,647 for the three months
ended April 30, 2013, and has an accumulated deficit since
inception of $7,477,465. The Company has a history of losses and
has only recently begun to generate revenue as part of its
principal operations.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.

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

Beverly Hills, Calif.-based Jammin Java Corp., doing business as
Marley Coffee, provides sustainably grown, ethically farmed and
artisan roasted gourmet coffee through multiple U.S. and
international distribution channels, using the Marley Coffee brand
name.


J AND Y INVESTMENT: Files Second Amended Disclosure Statement
-------------------------------------------------------------
J and Y Investment LLC filed a second amended disclosure statement
explaining its plan of reorganization, which proposes the
continued operation of the Debtor's property in the ordinary
course of business.  Funding for payments proposed in the Plan
will come from cash on hand as of the effective date of the Plan
and operating revenues.

Class 3 (Allowed General Unsecured Claims) claims will be paid in
full in 12 monthly payments.  Interest will accrue on the unpaid
balance of each Class 3 Claim at the Federal Judgment Rate.

Class 1 (Secured Claim of Lender) will be paid (i) 24 equal
monthly interest-only payments with interest accruing on the
unpaid principal balance at the rate of 4.75% per annum, followed
by (ii) 59 equal monthly payments of principal and interest based
on 30-year amortization, with interest accruing on the unpaid
principal balance at the rate of 4.75% per annum, (iii) a single
final payment of all outstanding principal and interest in the
84th full month following the Effective Date.  The Lender will
retain its security interest against the property of the estate,
and leases and rents associated with the property.

Holder of Class 6 (Allowed Interests) Interests will retain their
interests following the confirmation of the Debtor's Plan but will
not receive any distribution on account of those interests.

A full-text copy of the Second Amended Disclosure Statement dated
May 20, 2013, is available for free at:

             http://bankrupt.com/misc/JANDYds0520.pdf

J and Y Investment, LLC, sought Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-10218) in Seattle on Jan. 10, 2013.  The Debtor
is a single purpose Delaware limited liability company formed in
2004 to acquire the real property and office building located at
2505 S. 320th Street, Federal Way, Washington.  The property was
appraised on Sept. 3, 2010, at between $11,000,000 and
$11,200,000.  BACM 2004-1 320th Street South, LLC, holds the
beneficial interest in the Deed of Trust and Security Agreement
encumbering the Property, and has filed a proof of claim in the
total amount of $10,271,963.93 as of the Petition Date.  The
Debtor disclosed total assets of $13.05 million against total
liabilities of $8.65 million in its schedules.  The Debtor's sole
member is East of Cascade, Inc.

Armand J. Kornfeld, Esq., and Katriana L. Samiljan, Esq., at Bush
Strout & Kornfeld, LLP, in Seattle, represent the Debtor as
bankruptcy counsel.


J AND Y INVESTMENT: Court Denies Amendment of Cash Collateral
-------------------------------------------------------------
Judge Karen A. Overstreet of the U.S. Bankruptcy Court for the
Western District of Washington denied, for reasons stated in
court, J and Y Investment, LLC's motion for order amending the
Cash Collateral Order to authorize the payment of property
management fee after having reviewed the motion and the objection
filed by BACM 2004-1 320th Street South, LLC, and the Debtor's
reply to the objection.

J and Y Investment, LLC, sought Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-10218) in Seattle on Jan. 10, 2013.  The Debtor
is a single purpose Delaware limited liability company formed in
2004 to acquire the real property and office building located at
2505 S. 320th Street, Federal Way, Washington.  The property was
appraised on Sept. 3, 2010, at between $11,000,000 and
$11,200,000.  BACM 2004-1 320th Street South, LLC, holds the
beneficial interest in the Deed of Trust and Security Agreement
encumbering the Property, and has filed a proof of claim in the
total amount of $10,271,963.93 as of the Petition Date.  The
Debtor disclosed total assets of $13.05 million against total
liabilities of $8.65 million in its schedules.  The Debtor's sole
member is East of Cascade, Inc.

Armand J. Kornfeld, Esq., and Katriana L. Samiljan, Esq., at Bush
Strout & Kornfeld, LLP, in Seattle, represent the Debtor as
bankruptcy counsel.


KIT DIGITAL: Plan Set for August 15 Confirmation
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Kit Digital Inc. scheduled an Aug. 15 confirmation
hearing for approval of the Chapter 11 plan when the bankruptcy
court in New York signed an order June 17 approving disclosure
materials creditors will use in deciding how to vote on the plan.
The headline on the disclosure statement tells unsecured creditors
they will be paid in full.

According to the report, the official committee for unsecured
creditors said the plan might end up paying only 40 percent the
group's claims.  Consequently, the disclosure statement was
modified at the committee's behest to explain the factors that
might lead to less than full payment.  Claims of unsecured
creditors range between $11.5 million and $14.85 million in the
aggregate.

The report notes that signaling what could be an objection to
approval of the plan, the committee said the reorganization can't
be approved since it violates the absolute priority rule by
allowing shareholders to retain ownership without a guarantee of
full payment to creditors.  The official shareholders' committee
is sitting on the fence, saying it doesn't have enough information
yet to recommend how equity holders should vote.

The plan will have three existing shareholders pay $25 million for
89.3 percent of the stock.  The shareholders are Prescott Group
Capital Management, JEC Capital Partners, and Stichting Bewaarder
Ratio Capital Partners.  According to an ad hoc group of other
stockholders, JEC is a private-equity investor affiliated with
Kit's chief executive.

The report discloses that the $3 million loan financing the
Chapter 11 effort would convert into the other 10.7 percent of the
stock, under the company's plan.

                       About KIT digital

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  KIT digital
services nearly 2,500 clients in 50+ countries including some of
the world's biggest brands, such as Airbus, The Associated Press,
AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky
Deutschland, Sky Italia, Telecom Argentina, Telecom Italia,
Telefonica, Universal Studios, Verizon, Vodafone VRT and
Volkswagen.

KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 13-11298) in Manhattan on April 25, 2013.  The Debtor
disclosed $310,206,684 in assets and $23,011,940 in liabilities.

KIT's operating subsidiaries, including Ioko 365, Polymedia,
Kewego, Multicast and Megahertz are not included in the Chapter 11
filing.

Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell &
Giuliani LLP, in New York, serve as counsel to the Debtor.
American Legal Claims Services LLC is the claims and noticing
agent and the administrative agent.


L.O.G. ENERGY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: L.O.G. Energy Exploration, Ltd.
        6510 Arena Rd
        Laredo, TX 78041

Bankruptcy Case No.: 13-50114

Chapter 11 Petition Date: June 14, 2013

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

Judge: David R. Jones

Debtor's Counsel: William B. Kingman, Esq.
                  LAW OFFICES OF WILLIAM B. KINGMAN, PC
                  4040 Broadway, Ste 450
                  San Antonio, TX 78209
                  Tel: (210) 829-1199
                  Fax: (210) 821-1114
                  E-mail: bkingman@kingmanlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/txsb13-50114.pdf

The petition was signed by Thomas A. Lamont, manager of general
partner.


LAUSELL INC: Disclosure Statement Hearing Set for Aug. 7
--------------------------------------------------------
Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico will convene a hearing to consider the
adequacy of the amended disclosure statement explaining Lausell
Inc.'s plan of reorganization on Aug. 7, 2013, at 09:00 A.M.
Objections to the disclosure statement must be filed on or before
June 24.

Holders of allowed general unsecured claims (Class 6) are impaired
and will recover 2% of their claim amount.  Payment of the Class 6
Claims will come from the $50,000 carve out to be reserved from
the proceeds of the sale of the Debtor's assets to La Re.  La Re,
as Purchaser, will provide (A) a Cash payment to fund the Plan
sufficient to (i) settle in full the secured claims of First Bank
Puerto Rico and Citibank, N.A., for $5,600,000, in Cash; (ii) and
will assume certain of Debtor's debts for $3,080,489, including
the claim of Puerto Rico Industrial Development Co. (Class 2),

A full-text copy of the Disclosure Statement dated June 3, 2013,
is available for free at:

            http://bankrupt.com/misc/LAUSELLds0603.pdf

Charles A. Cuprill, Esq., at Charles A. Cuprill, P.S.C. Law
Offices, in San Juan, PR  00901 Tel :  787-977-0515 Fax:  787-977-
0518 E-mail: ccuprill@cuprill.com

                        About Lausell Inc.

Lausell, Inc., filed a bare-bones Chapter 11 petition (Bankr.
D.P.R. Case No. 12-02918) on April 17, 2012, in Old San Juan,
Puerto Rico.  Lausell, also known as Aluminio Del Caribe, is a
manufacturer of windows and doors.

Bankruptcy Judge Mildred Caban Flores oversees the case.  Charles
Alfred Cuprill, Esq., at Charles A. Curpill, P.S.C. Law Offices,
in San Juan, Puerto Rico, serves as counsel to the Debtor.

The Bayamon, Puerto Rico-based company disclosed $34,059,950 in
assets and liabilities of $24,489,414 in its amended schedules.


LEHMAN BROTHERS: Trustee Settles Claim of Curacao Subsidiary
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Lehman Brothers Inc., the brokerage
subsidiary of Lehman Brothers Holdings Inc., settled the
$10.9 million customer claim filed by the Curacao trustee for
Lehman Brothers Securities NV, an indirect subsidiary of the
Lehman holding company.  The Curacao affiliate filed a
$10.9 million customer claim that is being settled by giving the
offshore trustee an approved customer claim for $2.4 million.  The
Curacao company is a subsidiary of Lehman Brothers Asia Holdings
Ltd., based in Hong Kong.

James Giddens, trustee for the Lehman brokerage, filed an interim
report last week saying he's in the process of paying the last 400
of 110,000 customer claims.  All customer claims are being paid in
full, without need for an advance from the Securities Investor
Protection Corp.  Payments to customers exceeded $105 billion, Mr.
Giddens said.

The report notes that there will be a hearing on July 17 for
approval of the settlement with the Curacao trustee.  Full payment
to customers was made possible in April when the bankruptcy court
in New York approved a settlement ending disputes among the Lehman
brokerage, the Lehman parent and the U.K. liquidators for Lehman
Brothers International (Europe).

The report discloses that agreements in principle were announced
in October.

                      Focus to Creditors

Joseph Checkler writing for Dow Jones' DBR Small Cap reports that
the trustee winding down Lehman Brothers Holdings Inc.'s brokerage
struck a deal that will slash $8.5 million in claims from a
Curacao-based unit and said he has all but completed his goal of
making more than 110,000 brokerage customers whole and now is
focusing on returning cash to creditors.

                     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: Russell, et al., Defend Claims vs. LBI
-------------------------------------------------------
Russell Reynolds Associates, Inc., the City of Oakland, EFETnet
B.V. and a group of former Lehman employees are challenging the
claim objections lodged by James Giddens, the trustee appointed to
liquidate Lehman Brothers Holdings Inc.'s brokerage.

Russell Reynolds, which provided services to the brokerage,
objected to Mr. Giddens' request to extinguish its claim, saying
the company filed all the necessary documents to prove the
validity of its claim.

The City of Oakland said the trustee's objection is based on
outdated information from the litigation in which the city
asserts its claim against the brokerage.

Oakland filed in 2008 a class action lawsuit against Lehman and
several other defendants in California.  The case was transferred
to a court in New York as part of consolidated proceedings before
Judge Victor Marrero.

Meanwhile, EFETnet said it doesn't oppose the disallowance of its
claim against the Lehman brokerage since it should have been
filed against Lehman Brothers Commodity Services.  The company,
however, proposed the reclassification of its claim as a claim
against LBCS.

For their part, the former Lehman employees argued that they are
entitled to receive payment from the brokerage since their claims
are for unpaid compensation and are not securities claims
mistakenly filed against an issuer's subsidiary.

The group said the trustee failed to produce evidence to support
its argument that the brokerage was released from its
compensation obligations by an assignment or novation to its
corporate parent.

Charles Boulbol, Esq., at Charles Boulbol P.C., in New York,
represents Russell Reynolds Associates, Inc.

Eric Fastiff, Esq., at Lieff Cabraser Heimann & Bernstein LLP, in
San Francisco, California, represents the City of Oakland.

Eric Moser, Esq., at Rich Michaelson Magaliff Moser LLP, in New
York, represents EFETnet B.V.

Richard Schager Jr., Esq., and Andrew Goldenberg, Esq., at
Stamell & Schager LLP, in New York, represent the former Lehman
employees.

                       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: LBI Trustee Objects to Riverside Claim
-------------------------------------------------------
Lehman Brothers Inc.'s trustee asked the U.S. Bankruptcy Court in
Manhattan to disallow the claim of Riverside Holdings L.L.P.

Riverside filed a proof of claim in 2009 to seek payment of more
than $6.9 million based on various claims arising out of Lehman's
previous role as its broker.

"The trustee has determined that there is no legal or factual
justification for the claim," said the trustee's lawyer, James
Kobak Jr., Esq., at Hughes Hubbard & Reed LLP, in New York.

Prior to the commencement of Lehman's liquidation, Riverside
initiated a FINRA arbitration against the brokerage and other
parties, asserting the same claims for fraud and negligence
stated in its proof of claim.

According to Mr. Kobak, the underlying claims against the
brokerage "are all derivative, legally and factually" of the
claims that were asserted against its correspondents in the
arbitration.

"The derivative claims against LBI fail on the same grounds on
which the arbitration panel determined that the claimant had no
claims on the merits against others," Mr. Kobak said in a court
filing.

A court hearing is scheduled for August 21.  Objections are due
by July 3.

                       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: Release of Funds From Texas Meadows Okayed
-----------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved an agreement,
which calls for the release of funds received by Lehman Brothers
Holdings Inc.'s legal counsel from Texas Meadows Ltd.

Under the agreement, Lehman will receive $124,416 while Stearns
Weaver Miller Weissler Alhadeff & Sitterson P.A. will receive the
remaining $8,000 as payment for its attorneys' fees and costs.

Stearns Weaver served as the company's legal counsel in the
bankruptcy case of Texas Meadows.  Lehman was one of the
proponents of Texas Meadow's restructuring plan, which was
approved in 2003.

                       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.


LEXARIA CORP: Reports $48K Net Loss in Fiscal 2013 2nd Qtr.
-----------------------------------------------------------
Lexaria Corp. filed its quarterly report on Form 10-Q, reporting a
net loss of $47,538 on $253,388 of revenue for the three months
ended April 30, 2013, compared with a net loss of $232,119 on
$144,860 of revenue for the three months ended April 30, 2012.

The Company reported a net loss of $159,612 on $604,879 of revenue
for the six months ended April 30, 2013, compared with a net loss
of $351,040 on $394,243 of revenue for the six months ended
April 30, 2012.

The Company's balance sheet at April 30, 2013, showed $3.8 million
in total assets, $1.5 million in total liabilities, and
stockholders' equity of $2.3 million.

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

Vancouver, British Columbia-based Lexaria Corp. was incorporated
in the State of Nevada on Dec. 9, 2004.  The Company is an
exploration and development oil and gas company currently engaged
in the exploration for and development of petroleum and natural
gas in North America.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "LXRP" and on the Canadian National Stock
Exchange under the symbol "LXX".

                           *     *     *

As reported in the TCR on Feb. 5, 2013, MNP LLP, in Vancouver,
Canada, expressed substantial doubt about Lexaria Corp.'s ability
to continue as a going concern.  The independent accountants noted
that the Company had recurring losses and requires additional
funds to maintain its planned operations.


LHP HOSPITAL: High Leverage Cues Moody's to Lower CFR to 'Caa1'
---------------------------------------------------------------
Moody's downgraded LHP Hospital Group, Inc.'s Corporate Family
Rating to Caa1 from B3 and Probability of Default Rating to Caa1-
PD from B3-PD. Moody's also affirmed the B3 rating on the senior
secured debt of LHP Operations Co., LLC. LHP Operations Co., LLC
is a subsidiary of LHP Hospital Group, Inc. (collectively LHP).
The outlook for the ratings is stable.

The downgrade reflects Moody's expectation that the company will
continue to operate with very high leverage as improvement in
operating results and cash flow have been slower than anticipated.
Moody's estimates that the company will not likely generate cash
flow in excess of maintenance capital spending until the end of
2013. The slower improvement in operating results and constraints
on cash flow will result in very weak interest coverage metrics
and limit the ability to reduce the considerable debt load.
Additionally, the required leverage covenant in LHP's credit
agreement is likely to constrain access to available revolver
amounts throughout the next twelve months resulting in a weaker
liquidity profile.

The affirmation of the B3 ratings on the senior secured reflects
the increase in unsecured obligations in the capital structure
that would be expected to absorb losses prior to the senior
secured revolver and term loan in a distress scenario. The company
became party to two sale leaseback obligations in the second half
of 2012.

Following is a summary of Moody's rating actions:

Ratings downgraded:

Corporate Family Rating to Caa1 from B3

Probability of Default Rating to Caa1-PD from B3-PD

Ratings affirmed / LGD assessments revised:

Senior secured revolver expiring 2017 to B3 (LGD 3, 40%) from B3
(LGD 3, 46%)

Senior secured term loan due 2018 to B3 (LGD 3, 40%) from B3
(LGD 3, 46%)

Ratings Rationale

LHP's Caa1 Corporate Family Rating reflects Moody's belief that
the company's relatively small revenue base, considerable
geographic concentration and reliance on a small number of
facilities for a significant portion of its EBITDA less minority
interest represents risks and limits LHP's ability to absorb
negative business developments without significant detriment to
its credit profile. Moody's also expects that the company will
look to continue its aggressive development strategies to increase
its scale, which will require significant investment and likely
result in negative free cash flow until the company fully
capitalizes on synergistic opportunities with its new
partnerships. Therefore, Moody's does not expect that the company
will have much opportunity to repay debt and will operate with
significant leverage. However, the rating is supported by Moody's
expectation that operations at recently completed joint ventures
and newly opened facilities will improve under an experienced LHP
management team.

The stable rating outlook reflects Moody's expectation that the
company will see improvements at existing facilities but have
limited ability to repay debt due to a lack of available free cash
flow. Moody's also expects that the company will look to add
facilities through additional joint venture developments that
could be debt funded. Finally, the outlook incorporates Moody's
expectation that the liquidity profile of the company and its
ability to comply with covenants requirements, while weaker than
had been anticipated, will improve as operating results benefit
from the increased contribution from recently opened facilities
throughout the second half of 2013.

Moody's could upgrade the rating if the company is able to improve
earnings such that leverage, exclusive of the adjustment for
preferred stock, can be maintained below 5.5 times and EBITA to
interest exceeds 1.0 times. Additionally, Moody's would need to
gain comfort that the company's liquidity position has
strengthened and can be maintained, including restoring
availability to the undrawn revolver balance, increased certainty
in complying with financial covenants and an expectation of free
cash flow generation.

If growth from existing facilities fails to materialize, either
because of operational issues in specific markets, challenges in
the broader healthcare sector -- including the possibility of
additional reductions in Medicare reimbursement and weak volume
trends -- or disruption from future growth initiatives, Moody's
could downgrade the rating. Moody's could also downgrade the
rating if the company were to meaningfully increase leverage for a
large acquisition or shareholder friendly initiatives.
Additionally, Moody's could downgrade the rating if the company's
liquidity position weakens further or the company were not
expected to reach and sustain positive free cash flow before
development spending.

The principal methodology used in this rating was the Global
Healthcare Service Providers 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.

LHP Hospital Group, Inc. was formed in December 2007 through a
partnership with former members of the management team of Triad
Hospitals and private investors CCMP Capital Advisors and the
Canada Pension Plan Investment Board. LHP's business model entails
investing in joint ventures with not-for-profit partners to own
and operate community hospitals in small cities and urban markets.
The company generated revenue of $725 million in the twelve months
ended March 31, 2013.


LIBERTY MEDICAL: Needs More Time to Craft Plan
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Liberty Medical Supply Inc. is seeking an additional
54 days to propose a Chapter 11 plan, although the mail-order
supplier of diabetic testing equipment and supplies concedes that
it will need more extensions of the exclusive right to propose a
reorganization.

According to the report, the immediate purpose of the Chapter 11
filing in February was to stop Alere Inc. from exercising an
option and taking over the business.  As the upshot of litigation
in bankruptcy court in Delaware, Waltham, Massachusetts-based
Alere purchased the Medicare diabetes business in exchange for
$17.5 million of a $40 million loan.  Liberty paid off the
remaining $22.5 million together with accrued interest.

                     About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.  The buyout was financed with a $40
million loan from Alere Inc..

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

The Debtors have tapped Greenberg Traurig, LLP as counsel; Ernst &
Young LLP to provide investment banking advice; and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent for the
Clerk of the Bankruptcy Court.


LOUIS PEARLMAN: Victims To Get 4% Of Losses Under Ch. 11 Plan
-------------------------------------------------------------
Nathan Hale of BankruptcyLaw360 reported that the court-appointed
trustee in the bankruptcy case of boy-band impresario Lou Pearlman
filed a Chapter 11 liquidation plan that would pay victims of
Pearlman's $300 million Ponzi scheme 4 percent of their claims in
the next few months if it is approved.

According to the report, Trustee Soneet R. Kapila of Kapila &
Company said that while the recovery may seem small, he considers
it a success from the standpoint that it previously looked as
though the mostly "mom and pop" victims wouldn't get back any.

                       About Louis Pearlman

Louis J. Pearlman started Trans Continental Records which managed
boy bands such as the Backstreet Boys, 'N Sync, O-Town, Lyte Funky
Ones (LFO), Take 5, Natural and US5.  Other artists on the Trans
Continental's label included Aaron Carter, Jordan Knight, C Note,
and Smilez & Southstar.

On March 1, 2007, creditors Tatonka Capital Corporation, First
National Bank & Trust Co. of Williston, and American Bank of St.
Paul, and Integra Bank filed an involuntary chapter 11 petition
against Mr. Pearlman and his company, Trans Continental Airlines,
Inc. (Bankr. M.D. Fla. Case Nos. 07-00761 and 07-00762).  The
creditors disclosed an aggregate of more than $40 million in
claims.

Fletcher Peacock, Esq., is Mr. Pearlman's legal counsel.

Tatonka Capital is represented by Derek F. Meek, Esq., and Robert
B. Rubin, Esq., at Burr & Forman LLP, and Richard B Webber, II,
Esq., Zimmerman Kiser & Sutcliffe PA.  First national Bank is
represented by Raymond V. Miller, Esq., at Gunster Yoakley &
Stewart PA, and Richard P. Olson, Esq., at Olson & Burns PC.
American Bank of St. Paul is represented by William P. Wassweiler,
Esq., at Rider Bennett LLP.  Integra bank is represented by
Lawrence E. Rifken, Esq., at McGuire Woods LLP.

Soneet R. Kapila, the Chapter 11 trustee appointed to oversee Mr.
Pearlman's estate, is represented by Denise D. Dell-Powell, Esq.,
and Jill E. Kelso, Esq., at Akerman Senterfitt, and Gregory M.
Garno, Esq., and Paul J. Battista, Esq., at Genovese Joblove &
Battista PA.

The Official Committee of Unsecured Creditors of Trans Continental
is represented by Robert J. Feinstein, at Pachulski Stang Ziehl &
Jones LLP.


LUNSFORD BROTHERS: Case Summary & 11 Unsecured Creditors
--------------------------------------------------------
Debtor: Lunsford Brothers
          dba Lunsford Brothers Farm
          dba Lunsford Brothers Transport
        5503 Will Dickerson Road
        Union City, TN 38261

Bankruptcy Case No.: 13-11514

Chapter 11 Petition Date: June 14, 2013

Court: United States Bankruptcy Court
       Western District of Tennessee (Jackson)

Judge: Jimmy L. Croom

Debtor's Counsel: Steven Lee Lefkovitz, Esq.
                  LEFKOVITZ & LEFKOVITZ
                  618 Church Street, #410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 255-4516
                  E-mail: slefkovitz@lefkovitz.com

Scheduled Assets: $1,467,326

Scheduled Liabilities: $1,769,018

A copy of the Company's list of its 11 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/tnwb13-11514.pdf

The petition was signed by Richard Lunsford, partner.


METRO MANAGEMENT: Case Summary & 2 Unsecured Creditors
------------------------------------------------------
Debtor: Metro Management Systems, Inc.
        4130 Mount Vernon Drive
        Los Angeles, CA 90008

Bankruptcy Case No.: 13-25550

Chapter 11 Petition Date: June 14, 2013

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Joyce H. Vega, Esq.
                  JOYCE H VEGA & ASSOCIATES
                  6185 Magnolia Avenue Suite #318
                  Riverside, CA 92506
                  Tel: (888) 616-5762
                  Fax: (888) 616-5762
                  E-mail: vegaattorneys@gmail.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 largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb13-25550.pdf

The petition was signed by Ella Avery Smothers, president.


MERISEL INC: Saints Capital Willing to Pay $0.17 Apiece
-------------------------------------------------------
Saints Capital Granite, L.P., and Saints Capital Granite, LLC,
disclosed in a regulatory filing that it is willing to pay
minority stockholders of Merisel a price of $0.17 per share to
take the Company private.  Saints Capital beneficially owned
47,500,000 shares of common stock of Merisel representing 95.5
percent of the shares outstanding as of June 13, 2013.

Saints Capital intends to file a Schedule 13E-3 Transaction
Statement with the U.S. Securities and Exchange Commission that
will describe in more detail, among other things, the purpose and
principal terms of the merger, its position as to the fairness of
the merger to Merisel's stockholders, and the appraisal rights of
Merisel stockholders under Delaware law.

A copy of the regulatory filing is available for free at:

                        http://is.gd/SIjOrr

                           About Merisel

Merisel operates in a single reporting segment, the visual
communications services business.  It entered that business
beginning March 2005, through a series of acquisitions, which
continued through 2006.  These acquisitions include Color Edge,
Inc., and Color Edge Visual, Inc.; Comp 24, LLC; Crush Creative,
Inc.; Dennis Curtin Studios, Inc.; Advertising Props, Inc.; and
Fuel Digital, Inc.

Merisel incurred a net loss of $18.13 million in 2012, as compared
with a net loss of $2.45 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $25.13 million in total assets,
$37.17 million in total liabilities and a $12.04 million total
stockholders' defict.


MIRAMAR BRANDS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Miramar Brands Group, Inc.
        440 South Marengo Avenue
        Pasadena, CA 91101

Bankruptcy Case No.: 13-25682

Chapter 11 Petition Date: June 14, 2013

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Dheeraj K. Singhal, Esq.
                  DCDM LAW GROUP
                  30 N Raymond Ste 801
                  Pasadena, CA 91103
                  Tel: (626) 689-2407
                  Fax: (626) 689-2205
                  E-mail: dksinghal@dcdmlawgroup.com

Scheduled Assets: $1,298,558

Scheduled Liabilities: $1,489,684

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/cacb13-25682.pdf

The petition was signed by Stephen Y. Ascher, Sr., CEO.


MF GLOBAL: Corzine Objects to $200MM 'Loan' in JPMorgan Deal
------------------------------------------------------------
Evan Weinberger of BankruptcyLaw360 reported that onetime MF
Global CEO Jon Corzine and several other of the firm's former top
executives said that a settlement between the failed firm's
bankruptcy trustee and JPMorgan Chase Bank NA should be rejected
because it improperly funneled $200 million to the brokerage's
clients.

According to the report, in a filing in New York federal, Corzine
and the other executives said they objected not to the total $546
million settlement between trustee James Giddens and JPMorgan, but
rather to the way funds from the settlement were to be
distributed.

                          About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MGM RESORTS: Stockholders Elect 12 Directors
--------------------------------------------
MGM Resorts International held its annual meeting of stockholders
on June 12, 2013, at which stockholders elected 12 directors,
namely:

   (1) Robert H. Baldwin;
   (2) William A. Bible;
   (3) Burton M. Cohen;
   (4) Willie D. Davis;
   (5) William W. Grounds;
   (6) Alexis M. Herman;
   (7) Roland Hernandez;
   (8) Anthony Mandekic;
   (9) Rose McKinney-James;
  (10) James J. Murren;
  (11) Gregory M. Spierkel; and
  (12) Daniel J. Taylor.

The stockholders ratified the selection of Deloitte & Touche LLP
as the independent registered public accounting firm for the year
ending Dec. 31, 2013.  The shareholders also approved, on an
advisory basis, the compensation of the Company's named executive
officers and re-approved the material terms of the performance
goals under the Amended and Restated 2005 Omnibus Incentive Plan.

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported net income of $3.23 billion in 2011 and a net
loss of $1.43 billion in 2010.  MGM's balance sheet at Sept. 30,
2012, showed $27.83 billion in total assets, $18.56 billion in
total liabilities, and $9.26 billion in total stockholders'
equity.

                        Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said that any default under the senior credit facility or the
indentures governing the Company's other debt could adversely
affect its growth, its financial condition, its results of
operations and its ability to make payments on its debt, and could
force the Company to seek protection under the bankruptcy laws.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

As reported by the TCR on Oct. 15, 2012, Fitch Ratings has
affirmed MGM Resorts International's (MGM) Issuer Default Rating
(IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise)
IDR at 'B+'.


MOBILEBITS HOLDINGS: Incurs $938K Net Loss in April 30 Quarter
--------------------------------------------------------------
MobileBits Holdings Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $938,449 on $1.1 million of revenues
for the three months ended April 30, 2013, compared with a net
loss of $2.0 million on $214,100 of revenues for the three months
ended April 30, 2012.

The Company reported a net loss of $2.9 million on $1.2 million of
revenues for the six months ended April 30, 2013, compared with a
net loss of $7.5 million on $288,980 of revenues for the six
months ended April 30, 2012.

"Our total general and administration expenses were $3,077,783 for
the six months ended April 30, 2013, compared to $7,173,880 for
the comparable six month period ended April 30, 2012.  The
decrease of $4,096,097 is primarily attributable to decreases of
$4,475,839 in non-cash stock compensation expense and $24,655 in
office related expenses offset by $286,283 in increased wages
related to new hires and additional employees from acquisitions
and $119,112 in higher professional fees."

The Company's balance sheet at April 30, 2012, showed
$22.9 million in total assets, $2.8 million in total current
liabilities, and stockholders' equity of $20.1 million.

"As reflected in the accompanying consolidated financial
statements, the Company has suffered recurring losses from
operations.  The Company has a net loss of $2,862,826, a working
capital deficit of $1,453,453 and net cash used in operations of
$1,151,716 for the six months ended April 30, 2013; and an
accumulated deficit of $19,034,522 at April 30, 2013.  In
addition, the Company has not completed its efforts to establish a
stable recurring source of revenues sufficient to cover its
operating costs for the next twelve months.  These factors raise
substantial doubt regarding the Company's ability to continue as a
going concern."

A copy of the Form 10-Q is available at http://is.gd/FB6UvE

MobileBits Holdings Corporation offers businesses a mobile
marketing and loyalty network solution called SAMY that enables
merchants, retailers and brands to connect with consumers in their
local area through their mobile devices.  The product provides
businesses a complete set of cloud based tools to connect with,
create and manage mobile campaigns, deals, redemptions, offers,
loyalty programs, social media, commerce and rewards to a
subscribed mobile consumer through a mobile application.


MOUNTAIN PROVINCE: Shareholders Elect Seven Directors
-----------------------------------------------------
At the annual and special meeting of shareholders of Mountain
Province Diamonds Inc. held on June 11, 2013, the shareholders
elected seven directors, namely:

   (1) Jonathan Comerford;
   (2) Patrick Evans;
   (3) Elizabeth J. Kirkwood;
   (4) Carl Verley;
   (5) David Whittle;
   (6) Bruce Dresner; and
   (7) Peeyush Varshney.

The shareholders re-approved, confirmed and ratified the
Shareholder Rights Plan and ratified the by-law amendment
providing for advance notice of nominations of directors by
shareholders in certain circumstances.

                      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: Brookfield Offers to Buy Outstanding Preferred Shares
-----------------------------------------------------------------
Brookfield Office Properties Inc. is commencing, through a direct
wholly-owned subsidiary, a cash tender offer to purchase all
outstanding shares of preferred stock of MPG Office Trust, Inc.
BPO previously announced its intention to acquire MPG through a
newly formed fund controlled by BPO on April 25, 2013, pursuant to
a merger agreement executed on April 24, 2013.  Upon the closing
of the tender offer, preferred stockholders of MPG will receive
$25.00 in cash for each share of MPG preferred stock validly
tendered and not validly withdrawn in the offer, without interest
and less any required withholding taxes.  Shares of MPG preferred
stock that are tendered and accepted for payment in the tender
offer will not receive any accrued and unpaid dividends on those
shares.

BPO has filed with the U.S. Securities and Exchange Commission a
tender offer statement on Schedule TO which sets forth in detail
the terms of the tender offer.  MPG is required to file with the
SEC a solicitation/recommendation statement on Schedule 14D-9
within 10 business days from from June 14, 2013, communicating its
views regarding the tender offer to the holders of MPG preferred
stock.  A copy of the Schedule TO is available for free at:

                        http://is.gd/EvTcHl

The tender offer will expire at 12:00 midnight, New York City
time, at the end of Friday, July 12, 2013, unless extended or
earlier terminated in accordance with the merger agreement and the
applicable rules and regulations of the SEC.  Any extension of the
tender offer will be announced through a public statement of that
extension no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled expiration date.  The
closing of the tender offer is subject to conditions, including,
among other things, the approval of the merger agreement by MPG's
common stockholders.

The Depositary and Paying Agent for the tender offer is American
Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn,
New York 11219.  The Information Agent for the tender offer is
MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York
10016. The tender offer materials may be obtained at no charge by
directing a request by mail to MacKenzie Partners, Inc. or by
calling (800) 322-2885.  Fried, Frank, Harris, Shriver & Jacobson
LLP is acting as legal advisor to BPO.

                      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."


NAT'L EXCHANGE: Texas High Court Won't Review RE Malpractice Claim
------------------------------------------------------------------
Jess Davis of BankruptcyLaw360 reported that the Texas Supreme
Court said it would not hear arguments that the state should
extend the time to file legal malpractice claims that come from
transactional work as well as litigation, in a case involving real
estate tax advice that allegedly cost a business $2 million when a
holding company went bankrupt.

According to the report, the court denied without comment a
petition for review filed by CellTex Site Services Ltd. in its
suit against the Kreager Law Firm and attorney James S. Cheslock.

                   National Exchange Bankruptcy

CellTex hired Kreager and Cheslock to represent it in drafting an
agreement with National Exchange Service QI, Ltd. pertaining to a
1031 exchange. CellTex intended to sell a tract of real property
it owned, and a 1031 exchange would allow CellTex to defer the
payment of federal income taxes that otherwise would be due
following the sale. In order to conduct a 1031 exchange, the
proceeds from the sale must be placed with a qualified
intermediary until the proceeds are used to buy another tract of
real property within a specified time period. The purpose of the
agreement between CellTex and National Exchange was to set forth
the terms and conditions pursuant to which National Exchange would
serve as the qualified intermediary. One of those terms required
National Exchange to maintain insurance with regard to the sales
proceeds.

After approximately $2,000,000 in proceeds from the sale was
deposited with National Exchange in accordance with the agreement,
National Exchange went bankrupt, and National Exchange's
bond/insurance company denied CellTex's claim. As a result,
CellTex lost its money.

CellTex subsequently sued Kreager and Cheslock for legal
malpractice, alleging they failed to adequately structure the
transaction to protect CellTex's funds and failed to properly
analyze National Exchange's bond/insurance coverage. Kreager and
Cheslock moved for a traditional summary judgment based on
limitations. CellTex filed a response, raising the Hughes tolling
doctrine. The trial court granted summary judgment in favor of
Kreager and Cheslock.

The ruling is available at Leagle.com at http://is.gd/xnonsa


NATIONAL ENVELOPE: Section 341(a) Meeting Scheduled for July 10
---------------------------------------------------------------
A meeting of creditors in the bankruptcy case of NE Opco, Inc.,
doing business as National Envelope, is scheduled for July 10,
2013, at 11:00 a.m. in Room 5209 of the J. Caleb Boggs Federal
Building, 844 King Street, Wilmington, Delaware.

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

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

                      About 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., 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.


NAVISTAR INT'L: S&P Lowers CCR to B- & 1st Lien Notes Rating to B+
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Illinois-based truckmaker Navistar
International Corp. (NAV) to 'B-' from 'B'.  The outlook is
negative.

At the same time, S&P lowered its issue ratings on Navistar Inc.'s
(an NAV subsidiary) first-lien notes to 'B+' from 'BB-'.  The
recovery rating on the first-lien notes is '1', indicating S&P's
expectation of strong (90% to 100%) recovery if a payment default
occurs.  In addition, S&P lowered the corporate credit rating on
Navistar Financial Corp. to 'B-' from 'B'.

In addition, S&P lowered its issue rating on NAV's second-lien
senior unsecured notes, as well as its subordinated debt, to 'CCC'
from 'CCC+'.  The recovery ratings on these issues are unchanged
at '6', indicating S&P's expectation of negligible (0% to 10%)
recovery if a payment default occurs.

The rating downgrades reflect S&P's negative reassessment of NAV's
business risk profile to "vulnerable" from "weak".  This
reassessment indicates S&P's view that NAV may not be able to
achieve the market share it needs for a successful business
turnaround.  NAV management still asserts that the company can
achieve an 18% Class 8 truck share by year-end, but the slow
progress to date in each of the major truck categories suggests an
increased risk to achieving that level.  The company's
announcement of additional warranty problems with its 2010 vintage
trucks could tarnish the quality image of NAV's products and
affect new truck sales--in addition to exposing NAV to an
expensive repair liability.

The current truck industry slump has also hurt NAV's sales (NAV
estimates that its markets experienced a 14% second-quarter year-
over-year decline ).  In S&P's base case scenario, the U.S.
commercial truck market will rebound in the second half of the
year.  However, NAV cannot count on a pick-up in the military
truck market in the near future, depriving NAV of a very lucrative
source of profits.

"Furthermore, we have revised our assessment of NAV's financial
risk profile downward to "highly leveraged" from "weak".
Presently, calculating NAV's credit measures is nonmeaningful,
given its negative EBITDA and equity deficit.  It is difficult to
specify a base-case scenario in light of the major uncertainties
that NAV faces.  However, we can project a hypothetical scenario,
based on NAV's historical performance, where NAV does recover and
generates positive EBITDA of $600 million.  Considering NAV's
manufacturing debt and retiree obligations of more than
$6 billion, the company's adjusted debt to EBITDA would be very
high, at more than 10x.  In arriving at this figure, we assumed
lower contributions from military and NAV's financial services
segment, and we excluded finance-related debt.  (We view Navistar
Finance as adequately capitalized in its own right -- but not
excessively conservative, given the run-off of its retail
assets)", S&P said

"The negative outlook reflects our view that NAV's cash liquidity
will not last indefinitely, although it is sufficient for several
quarters," said Standard & Poor's credit analyst Sol Samson.

S&P could lower its ratings if any of several potential setbacks
occur--but most critically if NAV's liquidity deteriorated more
rapidly than it currently anticipates (for example, due to loss of
trade credit).

Upgrade potential is necessarily more limited and longer term.
S&P could revise its outlook to stable if NAV demonstrates that it
has recaptured the market share that it needs for viability (at
least, 18%) and also restores its credit measures (so that
debt/EBITDA would be no more than 5x).


NESBITT PORTLAND: To Sell Off Hotels in Ch. 11 Plan
---------------------------------------------------
Natalie Rodriguez of BankruptcyLaw360 reported that a group of
bankrupt Embassy Suites hotel operators submitted a Chapter 11
reorganization plan in California bankruptcy court that calls for
selling off seven Embassy Suites-branded hotels and an eighth
Texas hotel to new franchisors.

According to the report, per the plan, which was jointly filed by
several debtor affiliates and secured lender U.S. Bank Association
NA, the hotels will be put up for auction in an attempt to cover
at least $193 million in outstanding lender claims -- including a
defaulted $187.5 million loan plus interest.

              About Nesbitt Portland Property et al.

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight hotels,
seven of which are operated as Embassy Suites brand hotels.  The
eighth hotel, located in El Paso, Texas, was previously operated
as am Embassy Suites hotel, but lost its franchise agreement.
The eight hotels were pledged by the Debtors as collateral for the
loans with U.S. Bank.

According to http://www.wcghotels.com/Santa Monica-based Windsor
Capital owns and/or operates 23 branded hotels in 11 states across
the U.S.  Windsor Capital is the largest private owner and
operator of Embassy Suites hotels.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff of FTI Consulting,
Inc., as receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Calif. Lead Case No. 12-12883) on July 31,
2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  The
Debtors are represented in the Chapter 11 case by attorneys at
Susi & Gura, PC, and Griffith & Thornburgh LLP.  Alvarez & Marsal
North American, LLC, serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

U.S. Bank National Association, as Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer, are
represented in the case by David Weinstein, Esq., and Lawrence P.
Gottesman, Esq., at Bryan Cave LLP.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled $29.4
million in assets and $192.3 million in liabilities.  Nesbitt
Portland's hotel property is valued at $27.19 million, and secures
a $191.9 million debt to U.S. Bank.


NITRO PETROLEUM: Incurs $344K Net Loss in April 30 Quarter
----------------------------------------------------------
Nitro Petroleum Incorporated filed its quarterly report on Form
10-Q, reporting a net loss of $344,107 on $122,492 of revenues for
the three months ended April 30, 2013, compared with net income of
$136,366 on $82,970 of revenues for the three months ended
April 30, 2012.

For the three months ended April 30, 2013, the Company's general
administrative expenses were $270,579, an increase of $256,464
over the three months ended April 30, 2012, of $14,115.  This
increase is a result of an increase in management fees, accounting
service expenses, and legal expenses.

The Company's balance sheet at April 30, 2013, showed $1.6 million
in total assets, $982,037 in total liabilities, and stockholders'
equity of $623,621.

"As of April 30, 2013, the Company has not achieved profitable
operations.  The Company has accumulated losses of $6,536,314
since its inception, has a working capital deficiency of $480,591
and expects to incur further losses in the development of its
business, all of which casts substantial doubt about the Company's
ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/w0QwtA

Shawnee, Oklahoma-based Nitro Petroleum Incorporated s engaged
primarily in the acquisition, development, production, exploration
for, and the sale of oil, gas and natural gas liquids.  All
business activities are conducted in Texas and Oklahoma and the
Company sells its oil and gas to a limited number of domestic
purchasers.


NTELOS HOLDINGS: S&P Retains 'BB-' CCR on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' corporate
credit and other ratings on Waynesboro, Va.-based regional
wireless provider NTELOS Holdings Corp. remain on CreditWatch with
negative implications.  S&P placed the ratings on CreditWatch on
Dec. 17, 2012, based on its view that SoftBank Corp.'s proposed
acquisition of Sprint Nextel Corp. could lessen prospects for
NTELOS to renew its wholesale services agreement with Sprint
Nextel under favorable terms when it ends in July 2015.  Since
then, DISH Network Corp has submitted its own competing bid for
Sprint Nextel and that potential transaction is also incorporated
in the negative CreditWatch on NTELOS.

"The CreditWatch status reflects the possibility that the purchase
of Sprint Nextel by either SoftBank or DISH Network, if completed,
could improve Sprint Nextel's liquidity and make it more likely
for Sprint Nextel to consider investing in its own network in the
NTELOS footprint instead of renewing its wholesale services
agreement with NTELOS," said Standard & Poor's credit analyst
Richard Siderman.  Under its current agreement with Sprint Nextel,
which runs through July 2015, NTELOS is the exclusive personal
communication services (PCS) provider to Sprint Nextel's code-
division multiple access (CDMA) customers in NTELOS' western
Virginia and West Virginia service areas.  NTELOS operates its own
retail wireless business with about 451,000 customers as of
March 31, 2013.  Sprint Nextel guarantees NTELOS minimum monthly
revenues of $9 million under the current contract, but actual
Sprint wholesale revenues have risen well above the guarantee
level, now averaging about $14 million monthly and accounting for
over one-third of NTELOS's total service revenues.  S&P's current
rating already cites as a material risk the potential that the
Sprint Nextel wholesale contract might not be renewed, or might be
renegotiated on considerably less favorable terms.  The negative
CreditWatch indicates that a change in ownership of Sprint Nextel
could increase that risk. NTELOS reported about $493 million of
debt outstanding on March 31, 2013.

"In resolving the CreditWatch, we will assess the improvement to
Sprint Nextel's liquidity, if any, that would result from a
definitive change in the ownership of Sprint Nextel.  We would
downgrade NTELOS if we viewed a change in Sprint Nextel ownership
as markedly improving Sprint Nextel's liquidity, thereby
increasing the chance that Sprint Nextel might consider investing
in its own network in the NTLEOS footprint and either not renew
its wholesale services agreement with NTELOS or enter into a new
agreement, after the current one expires, under terms
significantly less favorable to NTELOS.  A downgrade based on that
scenario would likely be limited to a single notch.  However, if
other developments suggest that there is a significant likelihood
that the wholesale contract would not be renewed or would be
renegotiated under materially less favorable terms, the magnitude
of a downgrade could be greater," S&P added.


OCALA FUNDING: BofA Denied Interim Appeal of FDIC Ruling
--------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a Washington
federal judge on Monday refused to certify Bank of America NA's
interlocutory appeal of her decision barring the bank from
submitting additional evidence limiting its liability linked to
another bank tied to Taylor Bean & Whitaker Mortgage Corp.'s
alleged fraud.

According to the report, the dispute stems from U.S. District
Judge Barbara Jacobs Rothstein's December decision allowing BofA -
- which served as trustee for notes issued by bankrupt Taylor Bean
subsidiary Ocala Funding LLC -- to go after the Federal Deposit
Insurance Corp. for $1.7 billion in losses.

The case is BANK OF AMERICA, NATIONAL ASSOCIATION v. FEDERAL
DEPOSIT INSURANCE CORPORATION, Case No. 1:10-cv-
01681(BJR)(D.D.C.).

                        About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.

Unsecured creditors were expected to receive 3.3% to 4.4% under a
Chapter 11 plan approved in July 2011.

                        About Ocala Funding

Orange, Florida-based Ocala Funding, LLC, a funding vehicle once
controlled by mortgage lender Taylor Bean & Whitaker Mortgage
Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-04524) in Jacksonville on July 10, 2012.

Ocala Funding used to be the largest originator and servicer of
residential loans.  Ocala was created by Taylor Bean to purchase
loans originated by TBW and selling the loans to third parties,
Freddie Mac.  In furtherance of this structure Ocala raised money
from noteholders Deutsche Bank AG and BNP Paribas Mortgage Corp.
and other financial institutions, as secured lenders through sales
of asset-backed commercial paper.  Ocala disclosed $1,747,749,787
in assets and $2,650,569,181 in liabilities as of the Chapter 11
filing.

Taylor Bean was forced to file for Chapter 11 relief (Bankr. M.D.
Fla. Case No. 09-07047) on Aug. 24, 2009, amid allegations of
fraud by Taylor Bean's former CEO Lee Farkas and other employees.
Mr. Farkas is now serving a 30-year prison term for 14 counts of
conspiracy and fraud for being the mastermind of a $2.9 billion
bank fraud.  Mr. Farkas allegedly directed the sale of more than
$1.5 billion in fake mortgage assets to Colonial Bank and
misappropriated more than $1.5 billion from Ocala.  TBW's
bankruptcy also caused the demise of Colonial Bank, which for
years was TBW's primary bank.

TBW and its joint debtor-affiliates confirmed their Second Amended
Joint Plan of Liquidation on July 21, 2011, and the TBW Plan
became effective on Aug. 10, 2011.  The TBW Plan established the
TBW Plan Trust to marshal and distribute all remaining assets of
TBW.

Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust,
signed the Chapter 11 petition of Ocala.

Ocala holds 252 mortgage loans with an unpaid balance of $42.3
million as of May 31, 2012.  The Debtor also holds five "real
estate owned" properties resulting from foreclosures.  The Debtor
also holds $22.4 million in proceeds of mortgage loans previously
owned by it that are on deposit in an account in the Debtor's name
at Regions Bank.  It also has an interest in $75 million in cash,
consisting of proceeds of mortgage loans previously owned by the
Debtor, that are in an account maintained by Bank of America, N.A.
as prepetition indenture trustee for the benefit of the
Noteholders.  The Debtor also holds a claim in the current amount
of $1.6 billion against the estate of TBW.

The largest unsecured creditors include the Federal Deposit
Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham &
Taft LLP, owed $1,632,385.

Judge Jerry A. Funk presides over Ocala's case.  Proskauer Rose
LLP and Stichter, Riedel, Blain & Prosser, serve as Ocala's
counsel.  Neil F. Lauria at Navigant Capital Advisors, LLC, serves
as the Debtor's Chief Restructuring Officer.


OCEAN 4660: Engages HVS Consulting as Appraiser
-----------------------------------------------
Ocean 4660, LLC, seeks approval from the bankruptcy court to
employ John Lancet, MAI, and his firm, HVS Consulting and
Valuation as appraiser, nunc pro tunc June 2, 2013.

The Debtor requires the services of an appraiser to facilitate the
Court's ability to arrive an accurate determination of the value
of the Debtor's property.

The Debtor believes that HVS does not have any connection with the
Debtor, its affiliates, its creditors, the U.S. Trustee, any
person employed in the office of the U.S. Trustee, or any other
party-in-interest and is a "disinterested person," as that term is
defined in section 101(14) of the Bankruptcy Code.

The fees for HVS services are: (i) $12,500 for the fieldwork,
analysis and preparation of the summary appraisal report, with
$4,500 requested upon the execution of the Contract and $4,000
upon delivery of the initial draft of the report.  The final
professional fee invoice of $4,000 is due within 30 days from
receipt of the report, or prior to the release of the final,
signed report, whichever date occurs first.  Expenses will be
billed separately and only upon approval of the Debtor.

HVS can be reached at:

         John Lancet
         Managing Director and Partner
         HVS CONSULTING AND VALUATION
         8925 SW 148th Street, Suite 216
         Miami, FL 33176

                         About Ocean 4660

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

John H. Genovese, Esq., at Genovese Joblove & Battista, P.A.,
serves as the Debtor's counsel.  RKJ Hotel Management, LLC, serves
as hotel manager and RKJ's Rick Barreca has been tapped as the
chief restructuring officer.

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


ORCHARD SUPPLY: To Close Up to 30 Underperforming Stores
--------------------------------------------------------
Orchard Supply Hardware Stores Corporation and its affiliates seek
approval from the Bankruptcy Court to implement store closing
sales for eight underperforming stores.

Orchard Supply has signed a deal to sell at least 60 of 91 stores
to Lowe's Companies, Inc., absent higher and better offers.  Aside
from the eight stores identified for closing, the agency agreement
with the liquidators contains a put option that allows the Debtors
to identify up to 22 additional stores to be included in the
closing sales.

After soliciting offers prepetition, the Debtors selected a joint
venture comprised of Hilco Merchant Resources, LLC and Gordon
Brothers Retail Partners, LLC, to act as the stalking horse
liquidator.

The agency agreement provides that the store closing sales will
commence not later than June 28 through Sept. 30.  The joint
venture has agreed to guarantee that the Debtors will recover a
fixed percentage of the cost value of the merchandise.  Payment to
the liquidators for the sale of the merchandise will be based upon
a fixed percentage of the cost value of the merchandise.  The
liquidators will also receive 17.5 percent of the gross proceeds
from the sale of any FF&E.

The deal with Hilco and Gordon is subject to higher and better
offers.  The Debtors will entertain other offers on these terms:

   -- Deadline for initial bids is on June 25, 2013 at 4:00 p.m.

   -- Offers must provide for a minimum of a 74 percent guaranty
      percentage.

   -- An auction will be conducted on June 27 at 10:00 a.m.

   -- A sale hearing will be conducted on June 28.

The Debtors have agreed to pay the joint venture a $300,000 break-
up fee in the event it is outbid at the auction.

The liquidators can be reached at:

         HILCO MERCHANT RESOURCES, LLC
         5 Revere Drive, Suite 206
         Northbrook, IL 60062
         Attention: Ian S. Fredericks
         Tel: (847) 418-2075
         Fax: (847) 897-0859
         E-mail: ifredericks@hilcotrading.com

              - and -

         GORDON BROTHERS RETAIL PARTNERS, LLC
         101 Huntington Avenue, 10th Floor
         Boston, MA 02199
         Attention: Michael Chartock
         Tel: (617) 210-7116
         E-mail: mchartock@gordonbrothers.com

Gordon Brothers and Hilco are represented by:

         CURTIS, MALLET-PREVOST, COLT & MOSLE LLP
         101 Park Avenue
         New York, NY 10178
         Attention: Steven Reisman
         Tel: 212-696-6065
         E-mail: sreisman@curtis.com

                       About Orchard Supply

Orchard Supply Hardware Stores, along with affiliates, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-11565) on
June 17, 2013, 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.

San Jose, Cal.-based 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.

Orchard has tapped Moelis & Company and FTI Consulting as advisors
and DLA Piper as counsel.  BMC Group Inc. is the claims and notice
agent.

Goldman Sachs is acting as financial advisor to Lowe's, while
Hunton & Williams LLP is acting as legal advisor.

Orchard disclosed $441,028,000 in total assets and $480,144,000 in
liabilities.


ORCHARD SUPPLY: Proposes BMC Group as Claims & Noticing Agent
-------------------------------------------------------------
Orchard Supply Hardware Stores Corporation and its affiliates seek
approval to employ BMC Group Inc. to perform certain claims and
noticing functions.

The Debtors believe that they may have at least a few thousand
potential creditors and parties-in-interest that must be given
notice of developments related to the Chapter 11 cases.  With such
a significant number of parties involved in the chapter 11 cases,
it is likely that heavy administrative burdens will be imposed
upon the Court and the Clerk of the U.S. Bankruptcy Court for the
District of Delaware.

To relieve the Clerk's Office of these burdens and comply with the
Local Rules, the Debtors seek to engage BMC as an independent,
third-party notice and claims agent to effectively and efficiently
serve notice upon all creditors and other relevant constituencies
in these chapter 11 cases, as well as transmit, receive, docket
and maintain all proofs of claim and proofs of interest filed in
the chapter 11 cases.

BMC agrees to charge the Debtors at these rates:

  Case Management                       Average < $125 per hour
  ---------------
  Data Entry/Call Center/Admin. Support       $25/$45/$45 per hour
  Analysts                                      $55 per hour
  Consultants                                  $125 per hour
  Project Managers                             $175 per hour
  Principal/Directors                          $205 per hour

  Claims Management
  -----------------
  Claim Receipt, Process & Docketing           $2.50 per claim
  b-Linx Database and Systems Access           $0.085 per month
  Detailed Claim Analysis and Reconciliation   At Case Mgt. Rates

  Print Mail and Noticing Services
  --------------------------------
  Copy/Print                                   $0.08 per page
  Finishing                                    $0.13 per standard

  Document Information Management
  -------------------------------
  Document Imaging                             $0.12 per image
  Live Operator Call Center                    $45 per hour

Before the bankruptcy filing, BMC was paid a retainer of $25,000.

                       About Orchard Supply

Orchard Supply Hardware Stores, along with affiliates, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-11565) on
June 17, 2013, 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.

San Jose, Cal.-based 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.

Orchard has tapped Moelis & Company and FTI Consulting as advisors
and DLA Piper as counsel.  BMC Group Inc. is the claims and notice
agent.

Goldman Sachs is acting as financial advisor to Lowe's, while
Hunton & Williams LLP is acting as legal advisor.

Orchard disclosed $441,028,000 in total assets and $480,144,000 in
liabilities.


ORCHARD SUPPLY: Proposes $177-Mil. of DIP Financing
---------------------------------------------------
Orchard Supply Hardware Stores Corporation and its affiliates seek
interim and final approval to obtain $177 million of DIP financing
and use the prepetition lenders' cash collateral.

Access to the financing and cash collateral will provide the
Debtors with funds to sustain the business as a going concern
while it implements and consummates the sale.

The Debtor already has $107 million outstanding under a
prepetition senior secured credit facility with Wells Fargo Bank,
N.A., and $74.3 million owing under a senior secured term loan
facility with Gleacher Products Corp.

The DIP facility comprises:

   * $140 million senior secured superpriority revolving credit
and a $7.1 million senior secured superprority first in last out
term loan facility from existing ABL lenders led by Wells Fargo
Bank, National Association, as sole administrative agent and
collateral agent and Wells Fargo Bank, National Association and
Bank of America, N.A., as the initial revolving lenders and FILO
term lenders.

   * a $17.2 million senior secured superpriority term loan
facility from the existing ABL lenders led by Wells Fargo as agent
and Wells Fargo and 1903 Onshore Funding, LLC as the initial
supplemental term lenders.

   * $12 million delayed drawn term loan credit facility from
certain prepetition term lenders led by Gleacher Products Corp.,
as lenders.

The $124.3 million of the ABL loans and $6 million of the term
loans million will be available on an interim basis.

The ABL loans will mature on the earlier of 1 year following the
effective date or 10 days after entry of an order authorizing the
sale of substantially all of the assets of the Debtors.  The term
loan will mature on the earlier of 120 days following the Petition
Date or 10 days after entry of the sale order.

The ABL revolving loans (including each swingline loan) will bear
interest at the Base Rate plus 0.75%.  Each "protective advance"
made by, and owing to, a revolving lender will bear interest at
the Base Rate plus 3.00%.  The FILO Term Loan, or portions
thereof, will bear interest at the Base Rate plus 1.75%.  The
supplemental term loan, or portions thereof, will bear interest at
9.25% plus the greater of (1) the Adjusted LIBO Rate, or (2)
0.75%.

The outstanding principal balance of all term lender DIP Loans
will bear interest at a rate per annum equal to LIBOR plus 8.0%.

The Debtors acknowledge that certain assets of the Debtors that
were not prepetition collateral are included as DIP collateral.
The Debtors explain that they were unable obtain DIP financing
without inclusion of the Debtors' real estate assets.

                       About Orchard Supply

Orchard Supply Hardware Stores, along with affiliates, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-11565) on
June 17, 2013, 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.

San Jose, Cal.-based 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.

Orchard has tapped Moelis & Company and FTI Consulting as advisors
and DLA Piper as counsel.  BMC Group Inc. is the claims and notice
agent.

Goldman Sachs is acting as financial advisor to Lowe's, while
Hunton & Williams LLP is acting as legal advisor.

Orchard disclosed $441,028,000 in total assets and $480,144,000 in
liabilities.


ORCHARD SUPPLY: Shareholders Include ESL Clients
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that shareholders of Orchard Supply Hardware Stores Corp.
include clients of Edward Lampert's ESL Partners LP who redeemed
some of their investments in the hedge fund this month.

According to the report, ESL disclosed in a regulatory filing last
week that it transferred about 200,000 shares of common stock and
520,000 shares of preferred stock of Orchard Supply on a pro rata
basis "to limited partners that elected to redeem all or a portion
of their" investments in ESL this month.

The report notes that Orchard supply common stock had been trading
for about $2 or less from mid-April until the end of May when the
stock rose to $3.73 on June 3 in trading on the Nasdaq Stock
Market.  The stock fell back to $1.88 on June 14, the last trading
day before Orchard Supply's bankruptcy filing in Delaware.  So
far, ESL's clients haven't suffered losses after the Orchard
Supply bankruptcy because the stock rose 12 percent in June 17
trading, to close at $2.11.

The report discloses that Lampert and his funds control a majority
of Sears.

                       About Orchard Supply

Orchard Supply Hardware Stores, along with affiliates, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-11565) on
June 17, 2013, 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.

San Jose, Cal.-based 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.

Orchard has tapped Moelis & Company and FTI Consulting as advisors
and DLA Piper as counsel.  BMC Group Inc. is the claims and notice
agent.

Goldman Sachs is acting as financial advisor to Lowe's, while
Hunton & Williams LLP is acting as legal advisor.

Orchard disclosed $441,028,000 in total assets and $480,144,000 in
liabilities.


ORCHARD SUPPLY: S&P Lowers CCR to 'D' Following Bankruptcy
----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on San Jose, Calif.-based Orchard Supply Hardware
LLC to 'D' from 'CCC-', following its bankruptcy filing.

S&P also lowered its issue-level ratings on the company's credit
facilities to 'D' from 'CC'.  The recovery ratings on the
facilities are unchanged at '5', indicating S&P's expectation for
modest (10% to 30%) recovery.

"We are lowering the ratings following the company's announcement
that it filed for Chapter 11 bankruptcy.  We understand that the
filing will help facilitate the sale of a majority of the
company's assets to Lowe's Companies Inc. under Section 363 of the
bankruptcy code," said credit analyst Andy Sookram.  "We expect
the company to consider other offers.  The sale of the company is
subject to regulatory and court approval."


PARMALAT SPA: Reborn Co. Is Still Fighting Legal Battles
--------------------------------------------------------
Lisa Jucca and Valentina Accardo, writing for Reuters, reported
that ten years after its spectacular collapse in an accounting
scandal, reborn Italian dairy firm Parmalat is still struggling to
free itself from legal disputes that are clouding both its
prospects and those of its new French owner.

According to the report, in March, a local court put Parmalat
under the oversight of a special commissioner as part of an
investigation into its purchase of a business from its majority
owner Lactalis -- a deal which helped Lactalis to cut its debt,
but which some minority investors say was overpriced and makes
little strategic sense.

Parmalat may also have to fork out millions of euros to retain
ownership of a Rome-based dairy firm it acquired in 1998, after a
Roman court declared the purchase invalid, the report said.

That ruling forced Parmalat to take hefty provisions, slash its
dividend and push back the approval of its 2012 accounts to Friday
-- when minority investors are expected to vent their displeasure
at a shareholder meeting, the report related.

"The company is paralysed from this whole legal situation. We work
for the company during the daylight and for the court at night,"
an insider told Reuters on condition of anonymity, the report
cited.

                      About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that
can be stored at room temperature for months.  It also has about
40 brand product lines, which include yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.  Dr.
Enrico Bondi was appointed Extraordinary Commissioner in each of
the cases.  The Parma Court declared the units insolvent.

On June 22, 2004, Dr. Bondi, on behalf of the Italian entities,
sought protection from U.S. creditors by filing a petition under
Sec. 304 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
04-14268).

Parmalat's U.S. operations filed for Chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary Holtzer,
Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges
LLP, represented the U.S. Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200 million
in assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Three special-purpose vehicles established by Parmalat S.p.A. --
Dairy Holdings Ltd., Parmalat Capital Finance Ltd., and Food
Holdings Ltd. -- commenced separate winding up proceedings before
the Grand Court of the Cayman Islands.  Gordon I. MacRae and
James Cleaver of Kroll (Cayman) Ltd. were appointed liquidators
in the cases.  On Jan. 20, 2004, the Liquidators filed a Sec. 304
petition (Bankr. S.D.N.Y. Case No. 04-10362).  Gregory M.
Petrick, Esq., at Cadwalader, Wickersham & Taft LLP, and Richard
I. Janvey, Esq., at Janvey, Gordon, Herlands Randolph,
represented the Finance Companies in the Sec. 304 case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases and Sec. 304 cases.  In 2007, Parmalat obtained a
permanent injunction in the Sec. 304 cases.


PATRIOT COAL: Exchanges Jabs with Unions During Bankruptcy
----------------------------------------------------------
The Associated Press reported that top executives of a bankrupt
coal producer and the nation's biggest miner's union are trading
public jabs over bargaining meant to stave off a strike against a
company given a court's go-ahead to slash health care and pension
benefits to thousands of workers and retirees.

According to the report, the public feuding resurfaced Wednesday,
when the United Mine Workers of America accused Patriot Coal Corp.
of walking out of negotiations meant to mitigate the bankruptcy
judge's May 29 decision allowing Patriot to impose wage and
benefit cuts by abandoning its collective-bargaining agreements.

Patriot's chief executive fired back hours later, denying the
company broke off talks it noted it was under no legal obligation
to continue and simply recessed to mull financial implications of
the union's demands that Patriot roll back most of the cost relief
the bankruptcy judge approved, the report said. Accusing the union
of "theatrics," Ben Hatfield added "it remains the assessment of
Patriot management that agreeing to the UMWA's demands would
sacrifice any chance of making the company viable."

During an April hearing over Patriot's cost-cutting, an attorney
for the union through its attorney threatened a strike if the
court's ruling didn't go organized labor's way, the AP recalled.
On Wednesday, the union's president, Cecil Roberts, said he
planned to gauge, likely at the end of this month, his
membership's receptiveness to a walkout

"I can only conclude at this point that there is no end to the
depths of sacrifices our members and retirees are expected to
make," Roberts said, the report cited. "We are going to explain
all this, including the terms and conditions the judge approved
and Patriot plans to implement, directly to our members. This is a
democratic union, and our members will have their say about
whether they want to work under it or not."

                        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.


PENINSULA BANK: Akerman Senterfitt Hit w/ $4.6MM Malpractice Suit
-----------------------------------------------------------------
Ama Sarfo of BankruptcyLaw360 reported that the Federal Deposit
Insurance Corp. slapped Akerman Senterfitt LLP with a $4.6 million
lawsuit in Florida federal court contending the firm negligently
failed to secure now-defunct Peninsula Bank's interest in real
estate tied to a $7 million loan that later went into default.

According to the report, the agency says that when Peninsula
assigned its rights and interest in a note and mortgage for a
preexisting condominium project to North Bay Village Investment
Trust LLC, Akerman failed to record a document that promised North
Bay would subordinate its interest.

The case is Federal Deposit Insurance Corporation as Receiver for
Peninsula Bank v. Akerman Senterfitt, LLP et al., Case No. 8:13-
cv-01563(EAK)(M.D. Fla.).


PENSACOLA BEACH: Sec. 341 Meeting of Creditors to be Held Today
---------------------------------------------------------------
A meeting of creditors of Pensacola Beach, LLC, will be held on
June 19, 2013, at 11:00 a.m. at Pensacola, Room 66, Winston E.
Arnow Fed. Building, 100 N. Palafox Street.

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

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

Proofs of claims are due by Sept. 19, 2013. Government proof of
claim is due by Dec. 16, 2013.

About Pensacola Beach

Pensacola Beach, LLC, filed a Chapter 11 petition (Bankr. N.D.
Fla. Case No. 13-30569) on May 2, 2013. The Debtor estimated
assets and debts of $10 million to $50 million.

Sherry F. Chancellor, Esq., at the Law Office of Sherry F.
Chancellor, serves as counsel to the Debtor.


PURE BIOSCIENCE: Incurs $1.5-Mil. Net Loss in April 30 Quarter
--------------------------------------------------------------
Pure Bioscience, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.5 million on $258,000 of sales for the
three months ended April 30, 2013, compared with a net loss of
$1.8 million on $207,000 of sales for the three months ended
April 30, 2012.

The Company reported a net loss of $5.5 million on $631,000 of
sales for the nine months ended April 30, 2013, compared with a
net loss of $6.4 million on $685,000 of sales for the nine months
ended April 30, 2012.

The Company's balance sheet at April 30, 2013, showed $3.5 million
in total assets, $2.6 million in total liabilities, and
      stockholders' equity of $906,000.

      "We have a history of recurring losses, and as of April 30, 2013
we have incurred a cumulative net loss of $68,012,000.

      "We do not have, and may never have, significant cash inflows from
product sales or from other sources of revenue to fund our
operations.  As of April 30, 2013, we had $410,000 in cash and
cash equivalents, and $1,539,000 of current liabilities, including
$848,000 in accounts payable.  We do not currently believe that
our existing cash resources are sufficient to meet our anticipated
needs through June 2013.  The uncertainties surrounding our
ability to continue to fund our operations raise substantial doubt
about our ability to continue as a going concern."

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

El Cajon, Calif.-based Pure Bioscience, Inc., manufactures and
sells silver dihydrogen SDC-based disinfecting and sanitizing
products, which are registered by the Environmental Protection
Agency, or EPA, to distributors and end users.  The Company also
manufactures and sells various SDC-based formulations to
manufacturers for use as a raw material in the production of
personal care and other products.  Silver dihydrogen citrate, or
SDC, is a broad-spectrum, non-toxic antimicrobial.


QUIGLEY CO: Nearly All Asbestos Claimants Back New Ch. 11 Plan
--------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Pfizer Inc.'s
bankrupt unit Quigley Co. Inc. submitted its fifth amended
reorganization plan that will pay asbestos claimants in cash,
rights to insurance proceeds and common stock, but a small group
of claimants still argue that the plan is unbalanced.

According to the report, the company is confident that this plan
will be the key to ending its eight-year bankruptcy despite the
remaining objection. Quigley said in court documents that it has
the support of more than 95 percent of claimants who haven't
already settled, the report related.

                        About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s.  In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 04-15739) on Sept. 3, 2004, to implement a
proposed global resolution of all pending and future asbestos-
related personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuch Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.

In April 2011, the bankruptcy judge approved a plan-support
agreement with Pfizer and an ad hoc committee representing 30,000
asbestos claimants.

A May 20, 2011 opinion by District Judge Richard Holwell concluded
that Pfizer was directly liable for some asbestos claims arising
from products sold by its now non-operating subsidiary Quigley.


RENZO RENZI: Abused Bankruptcy System to Avoid Judgment
-------------------------------------------------------
Carolina Bolado of BankruptcyLaw360 reported that a Florida
bankruptcy judge ruled that a Miami developer's recent spate of
bankruptcy filings was part of a scheme to "delay, hinder or
defraud" a creditor holding an $18 million foreclosure judgment on
a downtown Miami property, and barred the developer from future
petitions.

According to the report, Judge Laurel M. Isicoff concluded that
Miami developer Renzo Renzi had abused the bankruptcy system by
regularly filing bankruptcy cases just before a scheduled
foreclosure sale without complying with any of the obligations of
a debtor under the Bankruptcy Code.


RESIDENTIAL CAPITAL: Plan Filing Exclusivity Extended to Aug. 21
----------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York issued an order extending Residential
Capital, LLC, and its debtor affiliates' exclusive plan filing
period to Aug. 21, 2013, and the exclusive solicitation period to
Oct. 21, 2013.

Prior to the entry of the extension order, the Official Committee
of Unsecured Creditors filed a statement in support of the
Debtors' extension request.  The Committee stated that the next
few weeks will bring several important milestones in plan
mediation and negotiation process: the Debtors' motion to approve
entering into the Plan Support Agreement is scheduled to be heard
by the Court on June 26, 2013.  The Debtors, the Committee, and
certain consenting claimants are also intensively engaged in
preparing the proposed plan, disclosure statement, and related
documents, with the goal of the Debtors and the Committee filing a
joint plan and disclosure statement on or about July 3 and
scheduling a disclosure statement hearing in August.  Thus, the
proposed extension of the Exclusive Plan Period through Aug. 21,
2013, is narrowly tailored to take the Debtors' Chapter 11 cases
only through the disclosure statement stage of the plan process,
the Committee further asserted.

Kenneth H. Eckstein, Esq., Douglas H. Mannal, Esq., and Jeffrey S.
Trachtman, Esq., at Kramer Levin Naftalis & Frankel LLP, in New
York, represent the Committee.

                     About Residential Capital

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

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

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

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

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

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

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

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


RESIDENTIAL CAPITAL: Asks for Approval of FGIC Settlement
---------------------------------------------------------
Residential Capital, LLC, and its debtor affiliates seek authority
from the Bankruptcy Court to enter into a settlement agreement
with the Financial Guaranty Insurance Company, the FGIC Trustees,
and certain institutional investors, slashing FGIC's more than
$6 billion in claims.

The settlement agreement involves 47 separate securitizations with
securities insured by FGIC.  The Settlement Agreement provides for
broad releases of claims asserted by both FGIC and the FGIC
Trustees in connection with the FGIC Insured Trusts.

The Settlement Agreement resolves three proofs of claim filed by
FGIC, totaling $5.55 billion in the aggregate.  Under the
Settlement Agreement, the Debtors will allow the FGIC Claims in
the Minimum Allowed Claim Amount, which amount will be allocated
among Residential Capital, LLC, Residential Funding Company, LLC,
and GMAC Mortgage, LLC, on a pro rata basis.  The Minimum Allowed
Claim Amount is subject to FGIC's reservation of its rights to
assert a claim up to a cap of $596.5 million against each of the
three Debtors and FGIC's claims being allowed in a larger amount.

Second, the Settlement Agreement resolves the majority of the
general unsecured claims of the FGIC Trustees related to the FGIC
Insured Trusts.  Separate and distinct from the FGIC Claims, the
FGIC Trustees filed 120 proofs of claim against 51 of the Debtors
related to the FGIC Insured Trusts.  The Trustees contend that
those claims could be equal to the aggregate estimated lifetime
reductions in the value of the collateral pools underlying the
trusts (i.e. the estimated lifetime collateral losses of the FGIC
Insured Trusts).  In the aggregate the claims could total
approximately $5.41 billion.  Of that $5.41 billion, the
Settlement Agreement releases the FGIC Trustees' Claims in varying
amounts of up to $5.0 billion against each of the 51 Debtors.

Accounting for the FGIC Claims and the FGIC Trustees' Claims, the
Debtors will receive the releases in varying amounts against each
Debtor of up to approximately $6.85 billion less the maximum claim
FGIC is permitted to assert against that Debtor, the Debtors state
in court papers.

A hearing on the Debtors' motion will be held on June 26, 2013, at
10:00 a.m. (ET).  Objections are due June 19.

The Bank of New York Mellon, The Bank of New York Mellon Trust
Company, N.A., U.S. Bank National Association, Wells Fargo Bank,
N.A., and Law Debenture Trust Company of New York, each in their
respective capacities as a Trustee for certain FGIC Insured
Trusts, join in the Debtors' motion for approval of the settlement
of the FGIC Claims and the FGIC Trustees' Claims.

Gary S. Lee, Esq., J. Alexander Lawrence, Esq., Kayvan B. Sadeghi,
Esq., and James A. Newton, Esq., at Morrison & Foerster LLP, in
New York, represent the Debtors.

Dale C. Christensen, Jr., Esq., at Seward & Kissel LLP, in New
York, represents Law Debenture Trust Company of New York.

Gary T. Holtzer, Esq., and Joseph T. Verdesca, Esq., in Weil
Gotshal & Manges LLP, in New York, represents the Rehabilitator.

Mark D. Kotwick, Esq., Esq., Ronald L. Cohen, Esq., Esq., and
Arlene R. Alves, Esq., at Seward & Kissel LLP, in New York,
represent U.S. Bank National Association.

Richard L. Wynne, Esq., and Howard F. Sidman, Esq., at Jones Day,
in New York, represent the FGIC.

Michael E. Johnson, Esq., Martin G. Bunin, Esq., John C.
Weitnauer, Esq., and William Hao, Esq., at Alston & Bird LLP, in
New York, represent Wells Fargo Bank, N.A.

Glenn E. Siegel, Esq., and Craig Dreuhl, Esq., at Dechert LLP, in
New York; Keith H. Wofford, Esq., and D. Ross Martin, Esq., at
Ropes & Gray LLP, in New York; and Talcott J. Franklin, Esq., at
Talcott Franklin P.C., in Dallas, Texas, represent The Bank of New
York Mellon and The Bank of New York Mellon Trust Company, N.A.

Kathy Patrick, Esq., at Gibbs & Bruns LLP, in Houston, Texas;
Thomas P. Sarb, Esq., and Robert Wolford, Esq., at Miller,
Johnson, Snell & Cummiskey, P.L.C., in Grand Rapids, Michigan; and
Aaron R. Cahn, Esq., at Carter Ledyard & Milburn LLP, in New York,
represent the Institutional Investors.

                     About Residential Capital

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

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

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

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

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

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

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

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


RESIDENTIAL CAPITAL: Court Okays Payment to Ally, JSNs
------------------------------------------------------
Judge Martin Glenn authorized Residential Capital LLC and its
affiliates to (i) remit to Ally Financial, Inc., the amount of
$747,127,553, plus accrued and unpaid interest in cash in full and
complete satisfaction of AFI's claim arising from the AFI Senior
Secured Credit Facility, (ii) remit to AFI the amount of
$380,000,000, plus accrued and unpaid interest in cash in full and
complete satisfaction of AFI's claim under the AFI Letter of
Credit, and (iii) remit to UMB Bank, in its capacity as Trustee
under the 9.625% Junior Secured Guaranteed Notes due 2015, the
amount of $800 million in full and complete satisfaction of a
portion of the principal amount and accrued prepetition interest
of the JSN secured claims.

The order came despite the objection from bondholder Berkshire
Hathaway Inc., which complained that the financial benefit to the
estate outweighs any potential risks.  In support of their motion
and in response to Berkshire's objection, the Debtors argued that
allowing them to make the payment now to Ally, as well as an
$800 million payment to the JSNs, will save them $3 million a
month.

The Debtors argued that to the extent the JSNs are oversecured --
a proposition that is subject to two pending adversary proceedings
-- the Debtors currently would be incurring an additional
estimated liability of approximately $20 million per month in
postpetition interest on the JSN Secured Claims.  Even being
forced to wait an additional two weeks (until the plan support
agreement is approved) to make the proposed payments could cost
the Debtors close to $5 million in interest payments for AFI and
JSNs.

Ally, in support of the motion, pointed out that the motion has
garnered substantial consensus among the Debtors' major
stakeholders, including the Official Committee of Unsecured
Creditors and the numerous sophisticated creditors that are most
directly affected by the proposed payments.  The Debtors' decision
to pay the secured claims represents a sound business judgment,
according to Ally, as the decision will enhance creditor
recoveries.

The Creditors Committee informed the Court that, as a condition of
the pay-down of the AFI secured claims, the panel insisted that
the Order provide that the pay-down will not prejudice its ability
to pursue claims against AFI in the event the plan contemplated by
the PSA does not go effective.  Accordingly, in the event that the
settlement with AFI is not consummated through a plan, the
Committee's rights are fully preserved.  With the satisfaction of
the requested condition, the Committee believes that the relief
sought in the Amended Motion is in the best interests of the
Debtors' estates.

Gary S. Lee, Esq., Todd M. Goren, Esq., and Samantha Martin, Esq.,
at Morrison & Foerster LLP, in New York, for the Debtors.  Richard
M. Cieri, Esq., and Ray C. Schrock, Esq., at Kirkland & Ellis LLP,
in New York, for AFI and Ally Bank.  Stephen D. Zide, Esq.,
Kenneth H. Eckstein, Esq., Douglas H. Mannal, Esq., and Joseph A.
Shifer, at Kramer Levin Naftalis & Frankel LLP, in New York,
represent the Creditors' Committee.

                     About Residential Capital

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

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

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

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

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

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

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

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


RESIDENTIAL CAPITAL: PSA Parties Agree on Stay of Actions
---------------------------------------------------------
Residential Capital LLC, non-debtor parent Ally Financial Inc.,
the Official Committee of Unsecured Creditors, and certain
consenting claimants sought and obtained approval of a stipulation
fulfilling a condition in the Plan Support Agreement that the
parties to the PSA stay all litigation and discovery or the
pursuit of any actual or potential causes of action pending
against or subject to tolling agreements with, the Debtors or
Ally, or the pursuit to obtain standing to pursue the litigation
or any causes of action.

The PSA Parties, however, agree that the class claimants in the
case captioned In re: Community Bank of Northern Virginia Second
Mortgage Lending Practices Litigation, MDL No. 1674, (Brian
Kessler, et al.) Case No. 03-0425, Case No. 02-01201, Case No. 05-
0688, Case No. 05-1386, United States District Court for the
Western District of Pennsylvania, may continue to prosecute their
class claims.  The PSA Parties also agree that any Investor may
also continue to prosecute Causes of Action against any party
other than Ally, the Debtors, or their respective Representatives.

Stefan W. Engelhardt, Esq., at Morrison & Foerster LLP, signed the
stipulation on behalf of the Debtors.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, signed the
stipulation on behalf of AFI and Ally Bank.

Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP,
signed the stipulation on behalf of the Creditors' Committee.

Scott Shelley, Esq., at Quinn Emanuel Urquhart & Sullivan, LLP,
signed the stipulation on behalf of AIG Asset Management (U.S.),
LLC.

Daniel L. Brockett, Esq., at Quinn Emanuel Urquhart & Sullivan,
LLP, signed the stipulation on behalf of Allstate Insurance
Company, Allstate Life Insurance Company, Allstate Bank (f/k/a
Allstate Federal Savings Bank), Allstate New Jersey Insurance
Company, American Heritage Life Insurance Company, First Colonial
Insurance Company, Allstate Life Insurance Company of New York and
Allstate Retirement Plan; and Commerce Street Investments, Park
Place Commerce Investment, LLC, Pru Alpha Fixed Income Opportunity
Master Fund I, L.P., Pruco Life Insurance Company, Pruco Life
Insurance Company of New Jersey, Prudential Annuities Life
Assurance Corporation, Prudential Investment Portfolios 2,
Prudential Retirement Insurance & Annuities Company, Prudential
Total Return Bond Fund, Inc., Prudential Trust Company, The
Gibraltar Life Insurance Company, Ltd., The Prudential Insurance
Company of America, and The Prudential Series Fund.

Peter A. Giacone, Chief Financial Officer and Agent of Benjamin M.
Lawsky, Superintendent of Financial Services of the State of New
York, as Rehabilitator of Financial Guaranty Insurance Company,
signed the stipulation on behalf of Mr. Lawsky.

Glenn E. Siegel, Esq., at Dechert LLP, signed the stipulation on
behalf of The Bank of New York Mellon Trust Company, N.A., as
Trustee and The Bank of New York Mellon, as Trustee.

James L. Garrity, Jr., Esq., at Morgan, Lewis & Bockius LLP,
signed the stipulation on behalf of Deutsche Bank Trust Company
Americas, as Trustee of Certain Mortgage Backed Securities Trusts.

Thomas Musarra, Senior Vice President, signed the stipulation on
behalf of Law Debenture Trust Company of New York, solely in its
capacity as Separate Trustee in respect of certain of the RMBS
Trusts.

Eric Winston, Esq., at Quinn Emanuel Urquhart & Sullivan, LLP,
signed the stipulation on behalf of Massachusetts Mutual Life
Insurance Company.

Peter Finkel, Vice President, signed the stipulation on behalf of
Wilmington Trust, National Association, solely in its capacity as
Indenture Trustee for the Senior Unsecured Notes.

Michael Waldorf was authorized signatory for Paulson & Co. Inc.,
on behalf of funds and accounts managed by it.

Certain trustees to residential mortgage-backed residential
securities join in the Debtors' motion for approval of the PSA.

                     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).


RG STEEL: Seeks Approval to Sell Property to HRE for $275,000
-------------------------------------------------------------
RG Steel Sparrows Point LLC asked U.S. Bankruptcy Judge Kevin
Carey to approve the sale of its personal properties at its
Siemens Sparrows Point facility to HRE Sparrows Point LLC.

The steel maker also seeks a ruling entitling the buyer to, among
other things, the benefits and protections afforded by Section
363(m) of the Bankruptcy Code.

HRE Sparrows offered to buy the assets for $275,000, which will be
paid to Siemens Industry Inc. on account of its pre-bankruptcy
claim against RG Steel Sparrows.

Siemens asserts a first lien against the assets securing certain
amounts due and owing from RG Steel Sparrows for services provided
by Siemens.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture
LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No.
12-11661) on May 31, 2012.  Bankruptcy was precipitated by
liquidity shortfall and a dispute with Mountain State Carbon, LLC,
and a Severstal affiliate, that restricted the shipment of coke
used in the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of
the Wheeling Corrugating division to Nucor Corp. brought in
$7 million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


SATCON TECHNOLOGY: Great Wall Gets Nod To Buy Assets In $6MM Deal
-----------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that a Delaware
bankruptcy judge paved the way for Great Wall Energy to purchase
assets of Satcon Technology Corp. for $6.25 million, signing off
on a settlement between formerly feuding factions in the shuttered
solar firm's 8-month-old case.

According to the report, Great Wall, which was Satcon's equipment
maker, and senior secured creditor Silicon Valley Bank reached the
agreement late last month after having been at loggerheads for
most of the company's bankruptcy, which began as a Chapter 11 but
was converted after a going-concern buyer failed to emerge.

                     About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors tapped to retain
Holland & Knight LLP as its counsel, Sullivan Hazeltine Allinson
LLC as its co-counsel.

The bankruptcy judge converted the Chapter 11 reorganization to a
Chapter 7 liquidation at the company's request in February 2013
after there were no bids acceptable to lender Silicon Valley Bank
and the bank refused to allow further use of cash.


SCIENTIFIC LEARNING: Stockholders Elect Six Directors
-----------------------------------------------------
Scientific Learning Corporation held its annual meeting of
stockholders on June 11, 2013, at which the stockholders elected
Vermont Blanchard, Jr., Robert C. Bowen, Rodman W. Moorhead III,
Michael A. Moses, Paula A. Tallal and Jeffrey D. Thomas as
directors.  The stockholders approved, on a non-binding basis, the
compensation paid to the Company's named executive officers and
indicated "Three Years" as the preferred frequency of future
advisory voates on executive compensation.  The stockholders also
ratified the selection of Armanino LLP as the Company's
independent registered public accounting firm for the fiscal year
ending Dec. 31, 2013.

                  About Scientific Learning Corp

Scientific Learning is an education company.  The Company
accelerates learning by applying proven research on how the brain
learns in online and on-premise software solutions.  The Company
provides its learning solutions primarily to United States K-12
schools in traditional brick-and-mortar, virtual or blended
learning settings and also to parents and learning centers, in
more than 40 countries around the world.  The Company's sales are
concentrated in K-12 schools in the U.S., which in during the year
ended December 31, 2011 were estimated to total over 116,000
schools serving approximately 55 million students in almost 14,000
school districts. During the year ended Dec. 31, 2011, the K-12
sector accounted for 87% of the sales of the Company.

The Company reported a net loss of $9.65 million in 2012, as
compared with a net loss of $6.47 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $11.30 million in total
assets, $17.30 million in total liabilities, and a $6 million net
capital deficiency.

In its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2012, Ernst & Young, LLP, in San Jose,
Cal., expressed substantial doubt Scienfic Learning's ability to
continue as a going concern, citing the Company's recurring losses
from operations, deficiency in working capital and its need to
raise additional capital.


SCC KYLE PARTNERS: Court to Confirm Amended Plan
------------------------------------------------
Bankruptcy Judge H. Christopher Mott signaled he'll confirm the
Amended Plan of Reorganization filed by SCC Kyle Partners, Ltd.,
pursuant to the Bankruptcy Code's cramdown provisions.

"This Chapter 11 single asset real estate case presents a somewhat
rare setting -- the debtor's secured creditor is definitively and
vastly oversecured, yet the debtor's plan of reorganization
contains sizable risk for the secured creditor.  On one side, the
debtor wants a low cramdown interest rate and the time to finish
its ongoing sales of real estate to pay off the secured creditor,
and needs to use a limited portion of the sales proceeds to
complete the plan. On the other side, the secured creditor wants
to foreclose its liens and take the equity in the real estate now,
because it is tired of waiting to be completely paid off in full.
Given these wants and needs, the Court finds it necessary to
impose a relatively high cramdown interest rate to confirm the
plan and ensure the secured creditor is completely compensated for
the risk and delay. In the Court's view, neither party will get
all they want, but both will get what they need," said Judge Mott.

In general, the Plan provides for the continued operation of the
Debtor's present business -- selling the remaining Kyle Property
tracts individually on a "retail basis" -- over a 5-year period.
Non-insider creditors will receive payment in full, through
deferred payments by the Debtor from the proceeds generated by the
ongoing sale of the tracts and from revenues received by the
Debtor under the Incentive Agreements. Insider creditors will not
receive any payment on their claims (which are subordinated)
unless and until all other creditors are paid in full.

Under the Plan, the Debtor has proposed to pay the secured claim
of Whitney Bank (Class III under the Plan) in full over 5 years in
deferred payments with an interest rate of 4% per year, or such
other interest rate determined by the Court not to exceed 8%.  The
Bank also will be paid, among others, interest payments monthly,
and on the net proceeds from ongoing sales by the Debtor of the
Kyle Property tracts.

Whitney Bank objected to the Plan.  Earlier this year, the Bank
sought dismissal or Chapter 7 conversion of the Debtor's case,
citing continuing losses to the Debtor's estate, no reasonable
likelihood of an effective rehabilitation of the Debtor, and the
Debtor's estate has been grossly mismanaged.  The Bank also sought
stay relief to foreclose on the Kyle Property.

In April, the Court entered an Order requiring a Plan Mediation
between the Debtor and Whitney Bank.  Unfortunately, the Plan
Mediation was not successful.

In ruling for the Debtor, the Court said Whitney Bank is very
oversecured and has a substantial equity cushion, because the
value of the remaining Kyle Property serving as its collateral
(about $25 million, after reduction for outstanding property
taxes) is worth almost twice the amount of its outstanding debt
(about $13.8 million).

The Court said the Debtor's Plan can be confirmed and cramdown of
Whitney Bank's secured Class III claim is appropriate under the
standard set by Sec. 1129(b)(2)(A)(i) at a 7% interest rate -- not
the 4% proposed by the Debtor.

Alternatively, the Court said the Debtor's Plan can be confirmed
and cramdown of Whitney Bank's secured Class III claim is
appropriate under the "indubitable equivalent" standard set by
Sec. 1129(b)(2)(A)(iii) at a 7% interest rate.

A copy of Judge Mott's June 14, 2013 Consolidated Opinion
Regarding Confirmation of Plan of Reorganization and Related
Motions is available at http://is.gd/JDNAj8from Leagle.com.

                      About SCC Kyle Partners

Austin, Tex.-based SCC Kyle Partners, Ltd., filed for Chapter 11
(Bankr. W.D. Tex. Case No. 12-11978) on Aug. 31, 2012.  Judge H.
Christopher Mott presides over the case.  Eric J. Taube, Esq., at
Hohmann, Taube & Summers, LLC, in Austin, Tex., represents the
Debtor as counsel.  In its petition, the Debtor disclosed both
assets and debts of between $10 million and $50 million.  The
petition was signed by Scott A. Deskins, president of SCC Kyle
Partners, GP, LLC, general partner.


SEAN DUNNE: Attempting to Stop Parallel Irish Bankruptcy
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Sean Dunne, an Irish real estate developer, is asking
the U.S. Bankruptcy Court in Connecticut to stop Ulster Bank
Ireland Ltd. from initiating a parallel bankruptcy in Ireland, at
least for the time being.  Saying he has resided in the U.S. with
his wife and children for more than three years, Mr. Dunne filed a
Chapter 7 bankruptcy petition in Connecticut.

According to the report, as soon as Mr. Dunne filed formal lists
showing virtually all of his creditors and assets were in Ireland,
the bank prevailed on the U.S. judge to allow the initiation of a
parallel bankruptcy against Mr. Dunne in Ireland.  At the end of
last week, Mr. Dunne filed an appeal from the June 12 order
allowing the bank to proceed with a parallel bankruptcy in
Ireland.

Mr. Dunne also filed papers for a stay pending appeal which, if
granted, would block the bank from starting the Irish bankruptcy
until the appeal is decided in the U.S.  Mr. Dunne argues in his
new papers that allowing an Irish bankruptcy would "vitiate the
fresh start available" to him under Chapter 7 of U.S. Bankruptcy
Law.  Barring an objection to his discharge, Mr. Dunne could have
his debts discharged in a matter of weeks.

The report notes that in Ireland, Mr. Dunne says he would be
forced to wait between five and 12 years before his debt is
discharged.  Mr. Dunne also cites the difficulties inherent in
having courts in two nations with power over his assets at the
same time.  Mr. Dunne's Chapter 7 trustee, Richard M. Coan, agreed
with the idea of having a parallel bankruptcy in Ireland.  He said
Mr. Dunne's "Irish connections are paramount."

The report relates that the U.S. court authorized Mr. Coan to
"minimize costs" on matters "more properly resolved" in the Irish
bankruptcy.

Ulster Bank initiated involuntary bankruptcy proceedings in
Ireland six weeks before Mr. Dunne filed for Chapter 7 bankruptcy
in the U.S.  The U.S. proceedings automatically stopped the bank
from serving papers on Mr. Dunne commencing the Irish bankruptcy
in earnest.  The U.S. Court's June 12 order would allow the bank
to proceed with having Mr. Dunne declared bankrupt in Ireland.

                        About Sean Dunne

Irish real estate developer Sean Dunne filed a liquidating
Chapter 7 bankruptcy petition (Bankr. D. Conn. Case No. 13-50484)
on March 30, 2013, in Bridgeport, Connecticut.  Mr. Dunne says he
now lives and works in Connecticut.

Mr. Dunne said he filed for bankruptcy in the U.S. because Ulster
Bank was applying to an Irish court for permission to commence
bankruptcy proceedings there.

The formal lists of property and debt Dunne filed in May in the
U.S. court shows assets with a total claimed value of $55.2
million and liabilities totaling $942.2 million.  The assets
include $40.8 million of real estate, all in Ireland. Among the
$280.2 million in secured creditors and $612.2 million in
unsecured creditors, almost all are in Ireland.


SENECA GAMING: Moody's Reviews 'B2' CFR for Possible Upgrade
------------------------------------------------------------
Moody's Investors Service placed Seneca Gaming Corporation's
ratings, including its B2 Corporate Family and B2-PD Probability
of Default ratings under review for possible upgrade following the
recent announcement that the Seneca Nation of Indians reached a
settlement with the state of New York regarding approximately $560
million of exclusivity fee payments and $71 million of regulatory
reimbursements that the Nation has withheld from the State of New
York.

Ratings Rationale:

The review for upgrade was prompted by the positive credit
implications of a favorable dispute resolution, a factor that
Moody's viewed as a prerequisite for a higher rating. As part of
the resolution, the State of New York has agreed to exclude
Seneca's zone of exclusivity (as defined in the compact) from
future gaming legislation and to continue to honor the exclusivity
arrangement with the Nation. Moody's views the agreement favorably
as it solidifies Seneca's dominant market position in Western New
York State, allows the Nation to retain approximately $210 million
of the exclusivity payments, and it materially reduces the risk
related to the renewal of the Nation's gaming compact with the
state which is subject to renewal in 2016.

Ratings placed on review for upgrade:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

$325 million senior unsecured notes due 2018 at B2 (LGD 4, 54%)

SGC had a negative outlook prior to this review largely based on
Moody's view of the uncertainties and timing of the outcome of the
exclusivity fee dispute.

Late last week, Governor Andrew Cuomo announced that the State of
New York has reached an agreement with the Nation regarding the
ongoing dispute surrounding exclusivity payments that the Nation
has been withholding from the state since 2009 after non-tribal
video lottery terminals ("VLT") were allowed within the Nation's
zone of exclusivity. In addition to excluding the Western New York
area in future gaming legislation and continuing to honor the
exclusivity clause in the current compact agreement, of the
approximately $560 million of exclusivity payments that have been
retained by the Nation, approximately $140 million will go to the
local governments in Buffalo, Niagara and the Salamanca area. The
remaining $420 million will be split between the State and the
Nation, with the Nation resuming exclusivity payments to the
State. Although no state legislative approval is needed for the
agreement to be effective, the Nation's Council must still approve
it.

Moody's review will focus on the specific details of the compact
dispute resolution once they are made available. Also considered
will be the pending IRS review of the Nation, and Moody's
expectation of SGC's future operating performance in light of the
fact that the company has already achieved one of the quantitative
metrics required for a higher rating -- debt/EBITDA below 4.5
times. SGC's debt/EBITDA for the latest 12-month period ended
march 31, 2013 was 3.1 times.

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

Seneca Gaming Corporation is an incorporated instrumentality of
the Seneca Nation of Indians, a federally recognized tribe, which
entered into a compact with the State of New York in August 2002,
permitting the Nation to establish and operate three Class III
gaming facilities in Western New York.


SERVICE CORP: Moody's Lowers CFR to 'Ba3'; Outlook Stable
---------------------------------------------------------
Moody's Investors Service lowered the debt ratings of Service
Corporation International, Inc., including the Corporate Family
Rating to Ba3 from Ba2, the Probability of Default Rating to Ba3-
PD from Ba2-PD, unsecured to B1 from Ba3, the guaranteed bank debt
to Baa3 from Baa2 and the Speculative Grade Liquidity rating to
SGL-2 from SGL-1.

Moody's assigned a Baa3 to the proposed Senior Unsecured
(Guaranteed) Delayed Draw Term Loan due 2018 and to the Senior
Unsecured (Guaranteed) $500 million Revolving Credit Facility due
2018 and B1 to the proposed Senior Unsecured Notes due 2022. The
ratings on the existing guaranteed bank debt will be withdrawn
when the proposed bank debt closes. The ratings outlook is stable.
This concludes the review opened on May 29, 2013.

The proceeds of the new term loan and notes, along with balance
sheet cash and revolver borrowings, will be used to finance the
acquisition by SCI of Stewart Enterprises, Inc. ("Stewart") and
pay related fees and expenses.

Ratings Rationale:

"The incremental debt being incurred to finance the acquisition of
Stewart even with a reasonable plan to reduce debt, means SCI is
likely to have debt to EBITDA above 4 times through 2015" said
Edmond DeForest, Moody's Senior Analyst. Mr. DeForest continued:
"With the unique scale in the deathcare industry of the combined
company, SCI's leverage and financial profile will be consistent
with the Ba3 rating level." Factored into the rating is the
relatively lengthy period of time before the merger can be
effected, during which time SCI and Stewart will operating
separately, and that any merger synergies are unlikely to begin to
be recognized until 2014.

The acquisition will likely not close for at least six months and
important regulatory considerations that could affect the cash
generating profile of the combined company remain unresolved.
However, SCI's announcement of a planned capital structure and
raising of incremental debt provide adequate clarity to conclude
the rating review.

The stable ratings outlook reflects Moody's expectation that the
Stewart acquisition will close early in the first quarter of 2014
with operating synergies beginning to be recognized then, no
material asset sale requirements and no meaningful business
practice changes required by regulators in approving the
transaction. In 2013, before the acquisition closes, Moody's
anticipates continued near term cash flow stability and modest
revenue and profitability growth driven by growth in cemetery
revenues. The ratings could be lowered if regulatory approvals
require asset sales larger than Moody's expects, or if through
some combination of asset sales, regulatory business practice
change requirements or unexpectedly poor cemetery, funeral or
trust asset performance, Moody's comes to expect debt to EBITDA
will not be on track to be about 4 times by year end 2015, or
operating margin falls below 16% (both after Moody's standard
adjustments) . An upgrade could occur if through steady to
improved operating performance and the application of free cash
flow to debt repayment, Moody's expects debt to EBITDA to remain
below 3.5 times and steady free cash flow above $300 million.

The following ratings (assessments) were assigned:

Senior Unsecured Bank Credit Facility, Assigned Baa3 (LGD2, 12%)

Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD4, 69%)

The following ratings (assessments) were lowered:

Corporate Family Rating, Downgraded to Ba3 from Ba2

Probability of Default Rating, Downgraded to Ba3-PD from Ba2-PD

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

Senior Unsecured Bank Credit Facility, Downgraded to Baa3 (LGD2,
12 %) from Baa2 (LGD1, 08 %)

Senior Unsecured Regular Bond/Debenture, Downgraded to B1 (LGD4,
69 %) from Ba3 (LGD4, 63 %)

Outlook Actions:

Outlook, Changed To Stable From Rating Under Review

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

SCI is North America's largest provider of funeral, cemetery and
cremation products and services. The company operates an industry-
leading network of 1,437 funeral service locations and 374
cemeteries, which includes 215 funeral service/cemetery
combination locations. The Stewart acquisition will add 217 owned
and operated funeral homes and 141 cemeteries in 24 states within
the United States and Puerto Rico. Moody's anticipates free cash
flow in 2013 of about $250 million on revenue of about $2.5
billion.


SERVICE CORP: S&P Assigns 'BB-' Rating to $425MM Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issue-level rating to Service Corp. International's (SCI's)
planned issuance of new $425 million unsecured notes.  S&P expects
the company will use proceeds from the notes to partly fund the
planned acquisition of Stewart Enterprises Inc. that was announced
on May 29, 2013.  The recovery rating on the unsecured notes is a
'5', indicating modest (10%-30%) recovery in the event of a
payment default.

RATINGS LIST

Service Corp. International
Corporate Credit Rating            BB/Stable/--

New Rating

Service Corp. International
$425M Unsecured Notes              BB-
  Recovery Rating                   5


SOUND SHORE: U.S. Trustee Appoints 5-Member Creditors' Committee
----------------------------------------------------------------
Tracy Davis Hope, the U.S. Trustee for Region 2, appointed five
members to the official committee of unsecured creditors in the
Chapter 11 cases of Sound Shore Medical Center of Westchester, et
al.

The Committee members are:

   1. Westchester County Health Care Corporation
      100 Woods Road Valhalla
      New York 10595
      Attn: Julie Switzer
      Executive Vice President and General Counsel
      Tel: (914) 493-7000
      Fax: (9140 493-2321

   2. Health/ROI
      344 Main Street
      Metuchen, New Jersey 08840
      Attn: Robert Jacobs
      President
      Tel: (516) 616-0200
      Fax: (516) 616-7408

   3. Ocean Side Institutional Industries, Inc.
      2525 Long Beach Road
      Oceanside, New York 11572
      Attn: Randi Gertler
      Vice President
      Tel: (516) 766-1461
      Fax: (516) 678-0980

   4. New York State Nurses Association
      120 Wall Street
      New York, New York 10007
      Attn:  Magda Guillaume
      Program Representative
      Tel: (212) 785-0157
      Fax: (212) 785-4318

   5. 1199SEIU National Benefit Fund for
         Health & Human Services Employees
      1199SEIU Health Care Employees Pension Fund
      330 West 42nd Street - 27th Floor
      New York, New York 10036
      Attn: Timothy D. Wells
      Director, Contracts & Collections
      Tel: (646) 473-6400
      Fax: (646) 473-6475

According to the Debtors' amended list of 30 largest creditors,
the Committee members hold the following claim amount:

   Committee Member           Claim Amount
   ----------------           ------------
   Westchester County           $3,205,209
   Health/ROI                     $619,549
   Oceanside Institutional        $339,712
   119 SEIU                     $5,504,020

A copy of the amended list of 30 largest creditors, dated June 7,
2013, is available for free at:

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

                     About Sound Shore Medical

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on
May 29, 2013, in White Plains, New York.

The Debtors are the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

The Debtors tapped Garfunkel Wild, P.C. as counsel; Alvarez &
Marsal Healthcare Industry Group, LLC, as financial advisors; and
GCG Inc., as claims agent.

Montefiore, the proposed purchaser of the assets, is represented
by Togut, Segal & Segal LLP.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.

Revenue of $241.8 million in 2012 resulted in an operating loss of
$16.4 million.


SOUTH EDGE: JPMorgan Wins $15MM From Meritage In Project Loan Suit
------------------------------------------------------------------
David McAfee of BankruptcyLaw360 reported that a Nevada federal
judge granted summary judgment to JPMorgan Chase Bank NA's
subagent Insolvency Services Group Inc. in a case against Meritage
Homes Corp., finding that Meritage owed $15 million to repay its
share of a loan given to a bankrupt developer.

According to the report, the decision came after the same judge
ruled partially in JPMorgan's favor in the lawsuit in September,
finding Meritage liable for a share of the loan agreement but
denying the lender's request for damages.

The case is JPMorgan Chase Bank, N.A. v. Meritage Homes Corp. and
Meritage Homes of Nevada, Inc., Case No. 2:11-cv-01364 (PMP)(D.
Nev.).

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
The Chapter 11 trustee also tapped Schwartzer & McPherson Law Firm
as local counsel.

Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.

On Oct. 27, 2011, the Bankruptcy entered an order confirming a
joint plan of reorganization that will implement a settlement
negotiated in May by the secured lenders with the Chapter 11
trustee and the homebuilders that represented 92% of the ownership
interests in the project.  The plan was proposed by JPMorgan Chase
Bank, N.A., as administrative agent under the Prepetition Credit
Agreement, and the settling homebuilders.  The plan calls for the
settling homebuilders to pay the lenders $335 million to settle
their claims.

Meritage filed the sole objection to the plan and was not part of
the settling group.  Meritage has taken an appeal from the
confirmation order.

A copy of the Joint Plan of Reorganization proposed by JPMorgan
Chase Bank, N.A., as administrative agent under the prepetition
credit agreement, and the Settling Builders (amended as of
Oct. 21, 2011) is available for free at:

          http://bankrupt.com/misc/southedge.dkt1309.pdf

A copy of the Order confirming the Joint Plan of Reorganization is
available for free at:

          http://bankrupt.com/misc/southedge.dkt1335.pdf


STEINWAY MUSICAL: Moody's to Withdraw Ratings on Notes Redemption
-----------------------------------------------------------------
Moody's said Steinway's announcement on June 13, 2013, that it
will redeem for cash all outstanding 7.0% Senior Notes due 2014
(roughly $68 million) is positive for Steinway's credit profile,
but that Steinway's ratings will be withdrawn when the redemption
is complete in mid July.

The principal methodologies used in this rating were Global
Consumer Durables published in October 2010, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Steinway Musical Instruments, Inc., headquartered in Waltham,
Massachusetts, is one of the world's leading manufacturers of
musical instruments. The company's products include Steinway &
Sons, Boston and Essex pianos, Selmer Paris saxophones, Bach
Stradivarius trumpets, C.G. Conn French horns, King trombones, and
Ludwig snare drums. Revenues for the twelve months ended March 31,
2013, approximated $350 million.

On January 9, 2013, Moody's confirmed Steinway Musical's B1
Corporate Family Rating and B1 Probability of Default rating.


STEWART ENTERPRISES: Moody's Confirms Ba3 CFR; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service confirmed the debt ratings of Stewart
Enterprises, Inc., including the Ba3 Corporate Family, Ba3-PD
Probability of Default and B1 senior unsecured ratings. Moody's
also affirmed the SGL-1 Speculative Grade liquidity rating. The
ratings outlook was revised to negative. These actions complete
the rating review opened on May 29, 2013.

Stewart has entered into a definitive agreement to be acquired by
Service Corporation International, Inc., subject to a number of
conditions including regulatory review and shareholder vote. If
the transaction closes in early 2014, Moody's expects to withdraw
all ratings except the B1 on the Senior Unsecured Notes due 2019.
Moody's expects these notes will remain outstanding and become an
obligation of SCI through its unconditional guarantee, expected to
be issued after the acquisition is completed.

Ratings Rationale:

The Ba3 Corporate Family Rating reflects Moody's expectations for
business and financial performance stability until the SCI
acquisition closes. Stewart owns a significant portfolio of
difficult to replicate funeral and cemetery properties in major
metropolitan markets and should produce stable cash flows and
maintain solid for the rating category financial metrics until the
sale is completed.

The negative ratings outlook reflects Moody's concerns that the
distraction of the sale could cause deterioration in the
operations. The lengthy period until the transaction is completed
could also result in disruptions in performance at the operating
levels as well. The ratings could be lowered if Moody's comes to
expect deterioration in results in the months leading up to the
acquisition. An upgrade to ratings is unlikely so long as Moody's
expects the sale to SCI to close.

Structural Considerations

SCI has announced plans to issue an unconditional guarantee of
Stewart's $200 million senior unsecured notes due 2019. If SCI
issues its guaranty, which would not occur until SCI acquires
Stewart, the Stewart noteholders would then have a senior
unsecured claim on SCI, similar in priority to SCI's existing
unsecured debt holders.

The following ratings were confirmed:

Issuer: Stewart Enterprises, Inc.

Corporate Family Rating, Confirmed at Ba3

Probability of Default Rating, Confirmed at Ba3-PD

Senior Unsecured Conv./Exch. Bond/Debenture, Confirmed at B1
(LGD4, 60 %)

Senior Unsecured Regular Bond/Debenture, Confirmed at B1 (LGD4, 69
%)

Affirmations:

Speculative Grade Liquidity Rating, Affirmed SGL-1

Outlook Actions:

Outlook, Changed To Negative From Rating Under Review

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

Stewart Enterprises Inc. is the second largest provider of funeral
and cemetery products and services in the United States. As of
January 31, 2013, the company owned and operated 217 funeral homes
and 141 cemeteries in 24 states within the United States and
Puerto Rico. Moody's expects revenue growth to at least $525
million and free cash flow of at least $30 million in 2013.


SUFFOLK COUNTY: S&P Affirms 'B' Rating to 1996, 2002 Revenue Bonds
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' ratings on
Suffolk County Industrial Development Agency, N.Y.'s series 1996
revenue bonds and Brookhaven Industrial Development Agency, N.Y.'s
series 2002 revenue bonds, issued for Dowling College, and removed
them from CreditWatch with negative implications, where Standard &
Poor's had placed them on May 24, 2012.

At the same time, the rating service assigned a negative outlook
to the debt.

The debt is a general obligation of the college.

Standard & Poor's removed the rating from CreditWatch because it
received cash flow projections demonstrating the college's sources
and uses of cash through fiscal year-end June 30, 2014.  While
cash flow projections are positive, officials based them on
projected fall 2013 enrollment that is much lower than previous-
year enrollment.  Furthermore, it will remain unclear until the
beginning of fall 2013 whether the college will meet these
enrollment projections.  The negative outlook reflects Standard &
Poor's opinion that Dowling's operations could be severely
affected if enrollment does not meet fall 2013 expectations.

"We could lower the rating if enrollment were much lower than
initial projections," said Standard & Poor's credit analyst Emily
Avila.

Standard & Poor's believes Dowling faces additional business risk
due to its loss of access to the credit markets and monetary
support from the board, recent sale of college real estate
investment assets to cover operational needs, and transitional
risks associated with the significant turnover of management
despite the hiring of an interim president with turnaround
experience.  Although the college currently has the capacity to
make debt service payments, in the rating service's view, adverse
business, financial, or economic conditions will likely impair
Dowling's capacity to meet the obligations on the bonds.


THERAPEUTICSMD INC: FDA Accepts Investigational New Drug Filing
---------------------------------------------------------------
TherapeuticsMD, Inc., said that the U.S. Food and Drug
Administration has accepted the Company's Investigational New Drug
(IND) application for TX12-004HR, a vaginal estradiol suppository.
TherapeuticsMD is developing TX12-004HR for vulvar and vaginal
atrophy (VVA), a thinning of the vaginal walls that occurs as
estrogen levels drop during menopause.  The acceptance of the IND
will allow the Company to begin clinical trials.

Julia Amadio, chief product officer stated, "We are very excited
to move forward with testing this simple, novel delivery of
vaginal estradiol for vulvar and vaginal atrophic symptoms in
postmenopausal women.  We believe that there is a large and
growing unmet need for this product as women will continue to
develop vaginal atrophy after menopause without therapy."

                       About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.

The Company reported a net loss of $35.1 million on $3.8 million
of revenues in 2012, compared with a net loss of $12.9 million on
$2.1 million of revenues in 2011.  The Company's balance sheet at
March 31, 2013, showed $44.19 million in total assets, $4.24
million in total liabilities and $39.94 million in total
stockholders' equity.


THEMESCAPES INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: ThemeScapes, Inc.
        794 - 15th Street SW
        Forest Lake, MN 55025

Bankruptcy Case No.: 13-32908

Chapter 11 Petition Date: June 14, 2013

Court: United States Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Michael E. Ridgway

Debtor's Counsel: William A. Vincent, Esq.
                  WILLIAM A VINCENT PA
                  14525 Highway 7 Ste 305
                  Minnetonka, MN 55345
                  Tel: (952) 401-8883
                  Fax: (952) 401-8889
                  E-mail: wavpatax@aol.com

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

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

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/mnb13-32908.pdf

The petition was signed by Peter A. Nasvik, CEO


TPO HESS: Gets OK For $20MM DIP Package
---------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that a Delaware
bankruptcy judge gave private-equity owned commercial printing
company TPO Hess Holdings Inc. final approval for its up-to $20
million post-petition loan over an objection from unsecured
creditors, who argued the credit facility's budget may not fully
cover their role in the case.

According to the report, U.S. Bankruptcy Judge Kevin J. Carey said
he was convinced for now that attorneys for the firm and their
bankrupt operating affiliates D.B. Hess and The Press of Ohio had
presented a budget that appeared to be adequate.

                        About TPO Hess

Commercial and educational printer TPO Hess Holdings Inc., D.B.
Hess Co., The Press of Ohio and other affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 13-11327) on May 22, 2013, to
seek approval of a liquidation plan that contemplates the sale of
the business to Bang Printing of Ohio Inc., absent higher and
better offers.

D.B. Hess was founded 1797 in Woodstock, Illinois.  D.B. Hess and
its affiliates are now leading provider of print, related
services, and technology.  Hess ranks among the top 50 U.S.
printers and has become one of the industry's most respected low-
to-medium volume producers of commercial and educational
materials. Hess Holdings, the ultimate parent, was formed after
Wellspring Capital Management LLC and certain co-investors
acquired D.B. Hess and The Press of Ohio in 2006.

The proposed purchaser, Bang Printing Of Ohio, Inc., is
represented by Leonard, Street And Deinard.

The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Paul Weiss Rifkind Wharton Garrison, LLP, as counsel, Epiq
Bankruptcy Solutions as claims and noticing agent, and Houlihan
Lokey as financial advisor.


TRAINOR GLASS: Brian P. Welch Withdraws as Counsel
--------------------------------------------------
Brian P. Welch, Esq., at Crane, Heyman, Simon, Welch & Char has
filed papers with the U.S. Bankruptcy Court for the Northern
District of Illinois seeking permission to withdraw as counsel for
Trainor Glass Company.  Mr. Welch sought leave to withdraw because
he has left the firm of Arnsyein & Lehr LLP.  The Debtor is still
being represented by Mr. Welch's former colleagues at A&L.

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.  The Debtor
has tapped Cole, Martin & Co., Ltd., to render certain auditing
services related to the Debtor's 401(k) and profit sharing plan.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRANS-LUX CORP: Receives $887,000 From Leases Assignment
--------------------------------------------------------
Trans-Lux Corporation, on June 11, 2013, entered into a Master
Agreement for Sale and Assignment of Leases with AXIS Capital,
Inc., and financed the future receivables relating to certain
lease contracts.  As a result of the transaction, the Company
received net proceeds of approximately $887,000.  The funds were
used to pay off the balance due on the Company's bank credit
agreement with People's United Bank and to make a payment to the
Company's Pension Plan.  The Credit Agreement has been satisfied
in full and the liens held by People's United Bank on the
collateral in connection therewith are in the process of being
terminated.  In connection with the Agreement, the Company has
issued warrants to purchase 180,000 shares of the Company's common
stock, par value $0.001, to AXIS Capital, Inc., at an exercise
price of $0.50 per share.

As part of the Company's restructuring plan, on Nov. 14, 2011, the
Company completed the sale of an aggregate of $8.3 million of
securities consisting of 416,500 shares of the Company's Series A
Convertible Preferred Stock, par value $0.001 per share having a
stated value of $20.00 per share and convertible into 50 shares of
the Company's Common Stock, par value $0.001 per share (or an
aggregate of 20,825,000 shares of Common Stock) and 4,165,000 one-
year warrants.  These securities were issued at a purchase price
of $20,000 per unit.  Each Unit consists of 1,000 shares of
Preferred Stock, which have subsequently converted into 50,000
shares of Common Stock and 10,000 A Warrants.  Each A Warrant
entitles the holder to purchase one share of the Company's Common
Stock and a three-year warrant, at an exercise price of $0.20 per
share.  Each B Warrant will entitle the holder to purchase one
share of the Company's Common Stock at an exercise price of $0.50
per share.  The exercise period under the A Warrants was
originally set to expire on Nov. 14, 2012, and was previously
extended by the Company's Board of Directors through June 18,
2013.  On June 13, 2013, the Board of Directors of the Company
unconditionally further extended the exercise period of the
Company's outstanding A Warrants.  Holders of the A Warrants may
now exercise their rights thereunder through July 2, 2013.  The
Board of Directors provided for this additional extension in order
to provide the holders with more time within which to exercise
their A Warrants.

                    About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

The Company reported a net loss of $1.42 million in 2011, compared
with a net loss of $7.03 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $23.62 million in total assets,
$20.37 million in total liabilities, and $3.25 million in total
stockholders' equity.


TRIAD GUARANTY: Final Hearing on Trading Restrictions July 9
------------------------------------------------------------
Triad Guaranty Inc. obtained interim approval of its request to
establish procedures for certain transfers of equity interests and
taking or implementing certain other actions affecting the
interests of the Debtor.  A final hearing is slated for July 9,
2013, at 9:30 a.m.  Objections are due July 2.

As of Sept. 30, 2012, the Debtor reported consolidated net
operating losses (NOLs) of $779.7 million.  These NOLs are
valuable tax assets because the Internal Revenue Code of 1986
permits corporations to carry forward NOLs and other losses to
offset future income, thereby reducing tax liability in future tax
periods and permits members of a consolidated group to utilize
consolidated tax attributes.

Although the tax attributes that remain after the effective date
of a Chapter 11 plan may be reduced by the amount of any Debtor
cancellation of indebtedness income realized pursuant to such
plan, the tax attributes will be available to the reorganized
Debtor (and the other members of its consolidated group) to offset
income realized through the taxable year that includes the plan's
effective date.

Under the proposed rules:

   * Substantial equityholders (holders of in excess of 700,654
     shares) will receive notice of the equity trading procedures.

   * Prior to effectuating any transfer of the equity securities
     that would result in another entity becoming a substantial
     equityholder, the parties to such transaction must serve and
     file a notice of the intended stock transaction.

   * The Debtors have 10 calendar days after receipt of the stock
     transaction notice to approve the proposed transaction.

In addition, there are certain other actions, outside of the
ordinary course, that could be taken or implemented by non-Debtor
third parties, which would affect the Debtor's interest in and
ability to use the tax attributes.  These "impairment actions"
include, but are not limited to, issuing new equity securities in
any of the non-Debtor affiliates of the Debtor or selling certain
assets outside of the ordinary course of business.

Under the proposed procedures, at least 15 business days before
any party takes or implements any impairment action, such
impairing party must file with the Court, and serve on the Debtor
and counsel to the Debtor, advance written notice of the intended
action.  The Debtor may determine whether to approve or not to
approve a transaction within 10 days following receipt of the
notice.

                       About Triad Guaranty

Winston-Salem, N.C-based Triad Guaranty Inc. (OTC BB: TGIC)
-- http://www.triadguaranty.com/-- is a holding company that
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation.  TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.

In December 2012, the Company's mortgage insurer subsidiary, Triad
Guaranty Insurance Corporation, was placed into rehabilitation,
whereby the Illinois Department of Insurance was vested with
possession and control over all of TGIC's assets and operations.

On May 30, 2013, the magistrate judge for the U.S. District Court
of the Middle District of North Carolina issued an order denying
the Company's motion to dismiss a class action lawsuit against the
company and two of its former officers. Shareholders filed the
class action suit in 2009, claiming the company misled investors
about poor financial results caused by improper underwriting
procedures.

Triad Guaranty Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11452) on June 3, 2013.  The Company estimated assets
of at least $100 million and liabilities of less than $50,000.
Attorneys at Womble Carlyle Sandridge & Rice, LLP, serve as
counsel to the Debtor.

The Debtor said in court filings that it has no significant
operating activities, and has limited remaining cash and other
assets on hand.  The Debtor has been exploring various strategic
alternatives, and will continue to do so from and after the
Petition Date.

The Debtor said that expenses primarily consist of legal fees,
fees paid to its board, annual premiums for directors' and
officers' liability insurance and general operating expenses.  The
expenses range from $100,000 to $500,000 per quarter.  Unless the
expenses are reduced, the Debtor expects to deplete all of its
remaining cash by the end of 2013 or earlier.


TRISPORTS.COM LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Trisports.Com, LLC
        4495 South Coach Drive
        Tucson, AZ 85714

Bankruptcy Case No.: 13-10289

Chapter 11 Petition Date: June 14, 2013

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Michael W. McGrath, Esq.
                  Kasey C. Nye, Esq.
                  MESCH CLARK & ROTHSCHILD
                  259 North Meyer Avenue
                  Tucson, AZ 85701-1090
                  Tel: (520) 624-8886
                  Fax: (520) 798-1037
                  E-mail: ecfbk@mcrazlaw.com

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

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

A copy of the list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/azb13-10289.pdf

The petition was signed by Seton Claggett, manager/member.


U.S. STEEL: S&P Cuts CCR to 'BB-' on Weak Operating Performance
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered the ratings,
including the corporate credit rating, on United States Steel
Corp. (U.S. Steel) to 'BB-' from 'BB'.  The outlook is stable.
The recovery rating on the company's senior unsecured debt remains
'3', indicating S&P's expectation of a meaningful (50% to 70%)
recovery in the event of a default.

"The downgrade reflects our view that the company's operating
performance will be weaker than we previously expected and market
conditions will not improve enough to strengthen credit measures
meaningfully," said Standard & Poor's credit analyst Marie
Shmaruk.

In S&P's view, leverage is likely to remain above 5x in 2013 and
2014 and FFO to total debt to remain below 20% because of weak
pricing, excess supply, relatively high import levels, and lower
scrap prices.

The rating on U.S. Steel reflects what Standard & Poor's considers
to be the combination of its "fair" business risk and "aggressive"
financial risk.  In S&P's view, the integrated steel producer has
capital-intensive operations, is exposed to highly cyclical and
competitive markets, and has a high degree of operating leverage.
Its financial risk profile reflects relatively high levels of book
debt and significant underfunded postretirement benefit
obligations.  S&P's ratings on the company also reflect its
"strong" liquidity, good scope and breadth of product and
operations, and the benefits of its backward integration into iron
ore and coke production.

The stable rating outlook reflects S&P's expectation that U.S.
Steel's strong liquidity provides sufficient cushion to withstand
the weak operating environment over the next 12 months.  Although
S&P expects the company's results to be flat to slightly below
those of 2012 (with leverage elevated at about 6x), S&P do expect
some improvement in 2014 based on its expectation for continued
slow economic growth and relative strength in the company's key
end markets.

S&P could lower the rating further if market conditions do not
improve or if global economic and political uncertainty throws the
economy into recession or causes even weaker industry conditions,
resulting in the company's liquidity falling below $1 billion as
it uses its available funds to cover operating losses.  In this
scenario, S&P envisions credit metrics remaining weaker than its
expectations for the rating.

An upgrade would be contingent on a sustained improvement in
market conditions, allowing the company to improve its debt to
EBITDA to about 4.5x and FFO to total debt to more than 20% on a
sustained basis.  Given ongoing pricing pressures, S&P do not view
this scenario to be likely over the next 12 months.

                         *     *     *

The Pittsburgh-based integrated steel producer reported a
$73 million net loss over the first quarter of 2013 on sales of
$4.317 billion.  Income from operations was $38 million.

For 2012, sales of $18 billion resulted in a $124 million net loss
on operating income of $247 million.  For the last three years,
the high for the stock was $63.64 on Feb. 17, 2011.  The low in
the period was $16.18 on April 23, 2013.


UNIFIED 2020: June 20 Final Hearing on Bid to Use Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a final hearing on June 20, 2013, at 2:30 p.m., to
consider Unified 2020 Realty Partners LP's further access to cash
collateral which United Central Bank asserts an interest.

The Court has signed off on an agreed second interim order for use
of cash collateral.

As reported in the Troubled Company Reporter on May 28, 2013, the
cash collateral will be used to continue the Debtor's ongoing
operations, which involves the ownership and leasing of
infrastructure critical to telecommunications companies and data
center facilities.  The Debtor said it has no outside sources of
funding available to it and must rely on the use of cash
collateral to continue its operations.

United Central Bank had filed a motion to prohibit use of cash
collateral.  The Bank had alleged that the Debtor's assets are
subject to the Bank's prepetition liens, including liens on real
estate, equipment, furniture, and accounts receivables.

As adequate protection from any diminution value of the lender's
collateral, the Debtor will grant the Bank, as adequate
protection, replacement lien and security interest.

                   About Unified 2020 Realty

Unified 2020 Realty Partners, LP, filed a bare-bones petition
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
13-32425) in its home-town in Dallas on May 6, 2013.  The petition
was signed by Edward Roush as president of general partner.  The
Debtor disclosed $44.7 million in total assets and $31.6 million
in liabilities as of the Chapter 11 filing.  The Debtor says it
owns and leases infrastructure critical to telecommunications
companies and data center facilities.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

Kerry S. Alleyne-Simmons, Esq., at Arthur Ungerman, in Dallas,
Texas, represents the Debtor.  Peter C. Lewis, Esq., and Jacob W.
Sparks, Esq., at Scheef & Stone, LLP, in Dallas, Texas, represent
United Central Bank.


W.R. GRACE: Frankel Replaces Austern as Future Claimants Rep
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued an
interim order appointing Roger Frankel as legal representative
for victims of asbestos exposure who may file claims against W.R.
Grace & Co.

Mr. Frankel, a partner at Orrick Herrington & Sutcliffe LLP, will
replace David Austern who was appointed in 2004 as legal
representative for future claimants.  He has served as legal
counsel for Mr. Austern who passed away last month.

Mr. Frankel and other lawyers from Orrick worked closely with Mr.
Austern in carrying out his duties.  They were involved in the
negotiations leading up to the settlement that formed the basis
for Grace's Chapter 11 reorganization plan as well as in the
formulation of that plan.

Grace's lawyer, Kathleen Makowski, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware, said Mr. Frankel is
"uniquely suited" for appointment as legal representative for
future claimants.

"No other law firm or person has the institutional knowledge that
Mr. Frankel and other lawyers at Orrick have with respect to the
issues faced and decisions rendered by Mr. Austern and his
counsel in these Chapter 11 cases," Ms. Makowski said in a court
filing.

Mr. Frankel is a graduate of the George Washington University Law
School.  He has practiced in the areas of business reorganization
and creditors' rights since 1972.  For the past 12 years, Mr.
Frankel has represented clients in connection with asbestos-
related bankruptcy cases.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Files Post-Confirmation Report for Q1 2013
------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates filed a post-
confirmation quarterly summary report for the quarter ended
March 31, 2013.

Grace reported that at the end of the quarter, it had
$$2,800,084,769 in cash and disbursements totaling
$1,741,644,139, composed of $501,281 for administrative claims of
bankruptcy professionals and $1,741,142,858 for disbursements
made in the ordinary course.

A full-text copy of the Post-Confirmation Report for the quarter
ended March 31, 2013, is available for free at:

        http://bankrupt.com/misc/gracemarch2013pcr.pdf

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Continues to Thrive While in Chapter 11 Protection
--------------------------------------------------------------
W.R. Grace & Co. has been in Chapter 11 protection for 12 years
but the company and its surging sales to the energy sector
continue to attract investors.

One of the longest bankruptcies in U.S. history, Grace filed for
bankruptcy protection in 2001 after an asbestos leak at one of
its mines resulted in thousands of lawsuits against the company.
While most bankrupt companies struggle to make money, Grace
continued to thrive.

Ernest Scheyder and Nick Brown, writing for Reuters, reported
that surging catalyst sales have boosted Grace's stock price to
$82.69 as of June 14's close, which is vastly higher than the
$1.52 per share when it entered bankruptcy on April 2, 2001.

The company tailor-makes catalysts for Tesoro Corp. and other
refinery customers.  Sales of the product constitute roughly 32%
of Grace's 2012 pretax profit, and the company earned $94.1
million last year, up 20% percent from 2001 when it filed for
bankruptcy protection, according to the report.

"Whether we're out of bankruptcy one day or another, the reality
is that it's not affecting our earnings. It's not affecting our
cash flow," the report quoted Chief Financial Officer Hudson La
Force as saying.

Early in the case, plaintiffs claimed Grace's asbestos personal
injury liability topped $7 billion, 14 times what the company had
estimated.  Grace, however, settled for about $4 billion, agreed
to set up trusts for the victims, and took similar measures with
its asbestos-related property damage claimants, according to the
report.

Grace had promised shareholders it would use $1 billion after
bankruptcy for either buybacks or a dividend.  Yet roughly $490
million will have to be used immediately to redeem stock warrants
held by one of the asbestos trusts, limiting payouts to
stockholders.

Still, with $453.6 million in annual cash flows and no debt,
shareholders stand to reap rewards, according to Chris Shaw, an
analyst with Monness, Crespi, Hardt & Co who tracks Grace, the
report related.

"That's always been a positive about Grace: they're a strong cash
generator," the news agency quoted Mr. Shaw as saying.  "They
want to reward the shareholders who have stuck with them through
the whole bankruptcy process."

Jim Cramer, a former hedge fund manager, said Grace's business is
in great shape and he believes that the company's stock is
undervalued after examining its three main divisions, which
should attract investors, according to a report by cnbc.com

"Goldman Sachs came out with a terrific piece of research a
couple weeks ago looking at the value of the three business
segments. Their analysis suggested that W.R. Grace's catalyst
business could be worth $5.3 billion; they think the construction
business could be worth about $2 billion, and they estimate the
materials business to be worth just under $1.9 billion," cnbc.com
quoted Mr. Cramer as saying.

"Add them all up, subtract the $895 million in net debt on the
balance sheet, add in W.R. Grace's net operating loss carry-
forwards or NOLs that are worth $792 million, and you get a
company that should be worth slightly more than $8 billion or
$105 a share."

That's roughly 26% higher than where the stock is trading right
now, according to the report.

"WR Grace is a high-quality specialty chemicals company that's
flying under the radar for the moment," Cramer said. "But after
it emerges from bankruptcy, I expect it to get a lot of positive
attention from Wall Street. I recommend buying now ahead of pros
who are prohibited from owning it.  In just a few months I
suspect they too will be buying, too," Mr. Cramer further said.

Grace's stock has more than tripled in the past three years and
counts 46 hedge funds among investors as of March 31, according
to the Reuters report.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP and Phillips Goldman & Spence, PA.

Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Wins OK to Sell Property to Gap VI for $13.1-Mil.
-------------------------------------------------------------
W.R. Grace & Co.-Conn. received the green light from the U.S.
Bankruptcy Court for the District of Delaware to sell a parcel of
real property to GAP VI Properties LLC.

GAP offered to buy from the company 66.8 acres of unused land in
Columbia, Maryland, for a base price of $13.1 million.  Grace
will receive additional payment if GAP gets governmental approval
to build residential units on the property.

Grace, along with Cushman & Wakefield Inc., began marketing the
property in early 2009 but it was only last year that the company
received viable offers after it decided to have the property
rezoned for residential or commercial use.

Cushman will be compensated 3% of the base purchase price or
$393,000 for its services, according to court filings.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP and Phillips Goldman & Spence, PA.

Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


VIAWEST INC: S&P Assigns 'B' CCR & Rates $361MM Facilities 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Denver-based ViaWest Inc.  The outlook is stable.

S&P also assigned its 'B' issue-level rating to the company's
$361 million senior secured credit facilities.  The proposed
facilities consist of an upsized $326 million term loan due 2017,
and a $35 million revolving credit facility due 2017.  The '3'
recovery rating on this debt indicates S&P's expectation for
meaningful (50% to 70%) recovery in the event of a payment
default.

"The ratings reflect the company's 'highly leveraged' financial
profile and 'weak' business risk profile under our criteria," said
Standard & Poor's credit analyst Michael Weinstein.  "ViaWest's
weak business risk profile reflects the highly competitive
environment for data center operators, as well as the company's
concentration of small business customers that are sensitive to
economic volatility.  The business risk assessment also reflects
ViaWest's growing exposure to managed services, which have lower
margins and somewhat higher churn characteristics than its
colocation business.  Partially tempering these risk factors are
the favorable intermediate-term growth prospects of the data
center industry, the stickiness of colocation services provided,
and the company's presence in less competitive second-tier metro
markets.  Positive risk considerations also include a good degree
of revenue predictability, reflecting its customers' multiyear
contracts".

The stable outlook reflects S&P's view that ongoing capital
expenditures from additional site development will lead to
continued negative FOCF through at least 2013.  Still, S&P
believes liquidity is sufficient to fund the company's expected
outflows.  Meanwhile, strong demand for data center colocation
space should result in continued double-digit revenue growth and
improvements in EBITDA, resulting in modest leverage reduction.

A rating downgrade would likely result from a debt-funded
expansion or material degradation in the business from pricing
pressure and elevated churn, resulting in leverage rising to the
7x area.

An upgrade is unlikely in the near term as it would require an
assessment that the sponsor's financial policies would support
improved credit quality, including positive FOCF and leverage
reduction to the mid-4x area on a sustained basis.


YANKEE CANDLE: S&P Withdraws 'B' Rating on New $950-Mil. Term Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on The
Yankee Candle Co. Inc.'s proposed $950 million senior secured term
loan due 2020 and $450 million senior unsecured notes due 2018.
The proposed dividend recapitalization transaction has been
cancelled.

Rating List

The Yankee Candle Co. Inc.

Corporate credit rating         B/Stable/--

Ratings Withdrawn
                                 To         From
The Yankee Candle Co. Inc.

Senior secured
  $950 mil. term loan due 2020   N.R.       B
    Recovery rating              N.R.       3

Senior unsecured
  $450 mil. notes due 2018       N.R.       CCC+
    Recovery rating              N.R.       6


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

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

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

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

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

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

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

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

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

                           *********

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

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

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

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

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


                  *** End of Transmission ***