TCR_Public/130620.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, June 20, 2013, Vol. 17, No. 169

                            Headlines

ADCARE HEALTH: NYSE MKT Approves Listing Compliance Plan
ADEPT TECHNOLOGIES: July 23 Hearing to Confirm Plan
AFA INVESTMENT: Cash Collateral Termination Date Today
AIR CANADA: Fitch Rates New $1 Billion Secured Term Loan at 'BB-'
AIR CANADA: Moody's Rates Proposed $1 Billion Term Debt 'B2'

AIR CANADA: S&P Assigns 'B' Rating to $1-Bil. Term Loan Due 2019
ALIXPARTNERS LLP: Moody's Lowers CFR to 'B2'; Outlook Stable
AMERICAN AIRLINES: Spars with U.S. Bank Over Make-Whole Payments
AMERICAN EQUITY: Fitch Rates $250MM Unsecured Notes 'BB'
AMERICAN EQUITY: S&P Affirms 'BB+' Counterparty Credit Rating

AMERICAN EUROPEAN: A.M. Best Cuts Finc'l. Strength Rating to 'B-'
ARMORWORKS ENTERPRISES: Files for Chapter 11 With Plan
ARMORWORKS ENTERPRISES: Sec. 341 Creditors' Meeting on July 23
ARMORWORKS ENTERPRISES: Proposes G&K and MCA as Professionals
ARMORWORKS ENTERPRISES: Proposes Aug. 20 Claims Bar Date

ATP OIL: Lenders Raises Cash Offer by $10 Million
ATWOOD OCEANICS: Moody's Assigns 'Ba3' Rating to $150MM Notes
ATWOOD OCEANICS: S&P Affirms 'BB' Rating to Sr. Unsecured Notes
B.R. BROOKFIELD: Dist. Court Upholds Ruling on Integrity Claim
BASHAS' INC: Ariz. Court Decertifies Working Condition Claim

BLUE SPRINGS: Court Confirms Amended Plan
BOULDER BRANDS: Moody's Assigns 'B1' Ratings to $320MM Debt
BRIGHTSTAR CORP: Moody's Changes Outlook on 'Ba3' CFR to Negative
BROOKFIELD RESIDENTIAL: Moody's Rates New $400MM Sr. Notes 'B2'
BROOKFIELD RESIDENTIAL: S&P Rates $400MM Sr. Unsec. Notes 'BB-'

BUILDERS GROUP: Section 341(a) Meeting Scheduled for July 19
CIMASA PROPERTIES: Motel Owner Files Ch.11 to Avoid Foreclosure
CONGROLEUM CORP: Integrity Insurance Ducks Asbestos Coverage
COUNTRYWIDE INSURANCE: A.M. Best Affirms 'C+' Fin. Strength Rating
DALLAS ROADSTER: Court to Consider Plan Outline on July 22

DEEP PHOTONICS: Plans to Use Litigation Profits to Pay Creditors
DELTA AIR: Fitch Affirms 'B+' Issuer Default Rating
DEMCO INC: Creditors Have Until Aug. 1 to File Proofs of Claim
DETROIT, MI: S&P Lowers Ratings on 3 COPs to D on Debt Non-Payment
DETROIT, MI: Recovery Plan Dips Into Pensions to Keep City Afloat

DESERT LAND: Gonzalez Loses Bid for Preliminary Injunction
DOGWOOD PROPERTIES: Seeks Further Use of M&F Cash Collateral
DRAGON BRIGHT: Incurs $908K Net Loss in 2012
EAST COAST BROKERS: Hearing on Case Dismissal Continued to June 24
EAST COAST BROKERS: Taps Warren Averett as Accountants

EASTMAN KODAK: Creditors Agree to Backstop $406MM Rights Offering
EASTMAN KODAK: Moxtek Opposes UK Pension Fund Agreement
ENDO HEALTH: S&P Lowers CCR to 'BB-'; Outlook Stable
ENRON CORP: Hearing Friday on Reduction of Skilling's Jail Time
EXIDE TECHNOLOGIES: Consumer Watchdog Wants Vernon Plant Closed

FHC HEALTH: Moody's Rates Proposed $165-Mil. Loans 'B1'
FHC HEALTH: S&P Assigns 'BB-' Rating to Senior Secured Facilities
FIBERFORGE CORPORATION: Shuts Operations, Starts Liquidation
FR 160: Court Denies Motion for Relief of Stay, Case Dismissal
FREEDOM MEDICAL: Defendants Win Summary Judgment on RICO Claims

FREEPORT RENAISSANCE: Mall Operations to Continue
FRIENDSHIP DAIRIES: Wants Solicitation Period Moved Until July 31
HAWAIIAN TELECOM: Clawback Suit Against Ex-CEO Goes to Trial
HAWKER BEECHCRAFT: May Assume NORDAM Agreements
HAWKER BEECHCRAFT: Newby's Discrimination Suit Dismissed

HELLER ERHMAN: Judge Calls Out Filing "Flurry"
HEMCON MEDICAL: Court Enters Discharge Order
HILLTOP FARMS: Plan Confirmation Hearing Set for July 25
HJ HEINZ: S&P Lowers Corporate Credit Rating to 'BB-'
HOWREY LLP: Settles With Dickstein, Novak Druce, Wilson Sonsini

HW HEARTLAND: Settled With NBH Bank; Chapter 11 Case Dismissed
IFA INSURANCE: A.M. Best Cuts Fin. Strength Rating to 'B-'
IKARIA INC: S&P Lowers Rating on Senior Secured Facilities to 'B'
IMAGEPOINT INC: Suit Against BFS Retail Goes to N.D. Ill. Court
INTERFAITH MEDICAL: Merger With Brooklyn Hospital Hits Impasse

INTERSTATE PROPERTIES: Cash Collateral Termination Date Extended
INTERSTATE PROPERTIES: Has $14MM Loan; Wants Case Dismissed
JAMES DALEY: Wins Test Case on Exemption for IRA
JAMESTOWN LLC: No Unsecured Creditors Who Are Not Insiders
JEFFERSON COUNTY, AL: Debt Plan Is Costly

JHCI ACQUISITION: S&P Puts 'CCC+' Rating on CreditWatch Positive
JONES GROUP: Moody's Downgrades CFR to 'Ba3'; Outlook Stable
JOURNAL REGISTER: Expects to File Liquidating Plan
JVMW PROPERTIES: Secured Creditor Wants Collateral Use Prohibited
KALETA CAPITAL: Receiver Wins Approval of Accord with Insurers

LAGUNA BRISAS: Receiver May Access Cash Collateral Until July 31
LAGUNA BRISAS: Orantes Firm Replaces Jonathan Hayes as Counsel
LAST MILE: Has Green Light to Sell Assets to Lender
LAST MILE: Emmet Marvin Replaces Lowenstein as Counsel
LEED CORP: Chapter 11 Case Closed

LIFE UNIFORM: U.S. Trustee Appoints 5-Member Creditors Panel
MALUHIA DEVELOPMENT: Court Dismisses Bankruptcy Case
MAXCOM TELECOM: Misses Interest Payment on 11% Senior Notes
MFM DELAWARE: Wants to Hire Rosner Law Group as Bankr. Counsel
MFM DELAWARE: Wants to Employ King & Spalding as Counsel

MJS LAS CROABAS: FDIC-R Has Green Light to Foreclose
MOOG INC: S&P Affirms 'BB' CCR & Raises Debt Rating to 'BB'
MOTORCAR PARTS: Ernst & Young Raises Going Concern Doubt
MTS LAND: Aug. 26 Confirmation Hearing on Third Amended Plan
MUD KING: Hoover Slovacek Approved as Bankruptcy Counsel

NATIONAL LITHO: Court Grants DIP Lender Superpriority Admin Claim
NEW ENGLAND COMPOUNDING: Dist. Court Clarifies Preservation Order
ONCURE HOLDINGS: Gets $25MM Bankruptcy Loan Greenlighted For Now
ORCHARD SUPPLY: Gets Interim Nod for $176MM DIP Loan
ORCHARD SUPPLY: Moody's Lowers CFR to Caa3 After Ch. 11 Filing

PACERS INC: Cal. App. Ct. Upholds Counsel Disqualification
PACIFIC COURIER: Gladfelder Sexual Harassment Suit Narrowed
PARKWAY ACQUISITION: Parkway Hospital Lot Owner in Ch. 11
PATRIOT COAL: In Talks With Aurelius, Knighthead for Exit Funds
PIPELINE DATA: Settlement Approved; Plan Quickly Filed

PREMIER PAVING: May Use Wells Fargo's Cash Collateral Until July 1
PREMIER PAVING: Disclosure Statement Hearing Set for July 1
RACE POINT: S&P Assigns 'B+' CCR to 4 RPP Co-Borrowers
RAM OF EASTERN: Plan Exclusivity to Expire Today
RAM OF EASTERN: Gets Final OK to Use Cash Collateral

RELIANCE GROUP: Deloitte Wins Dismissal of Lawsuit
RESIDENTIAL CAPITAL: Proposes NewOak Capital as Consultant
RESIDENTIAL CAPITAL: Use of AFI Cash Collateral Limited
RESIDENTIAL CAPITAL: U.S. Trustee Supports Motion to Unseal
RESIDENTIAL CAPITAL: Stipulation on MortgageIT Issue Approved

RG STEEL: Seeks Court Approval to Hire APS International as Agent
RHODE ISLAND: Moody's May Cut Ratings on 38 Studios Debt Default
RHYTHM AND HUES: Settles Dispute With JS Communications
RHYTHM AND HUES: Hires O'Connor Davies as Bankruptcy Accountants
RHYTHM AND HUES: Plan Outline Deadline Extended to July 31

RITE AID: S&P Assigns 'CCC' Rating to $400MM Sr. Unsecured Notes
RIVER CANYON: District Court Declines to Stay Confirmation Hearing
ROTECH HEALTHCARE: Creditors Have Until July 12 to File Claims
ROTECH HEALTHCARE: Creditors Committee Has OK to Retain Buchanan
ROTECH HEALTHCARE: Has Court OK to Employ Deloitte as Auditor

ROTECH HEALTHCARE: Creditors Panel Can Hire Grant Thornton
ROTECH HEALTHCARE: Objects to Proposed Moelis Retention
ROTECH HEALTHCARE: Equity Holders Lose Bid to Hire Moelis
ROTHSTEIN ROSENFELDT: Trustee Wants Investors' Evidence Excluded
SABANA DEL PALMAR: FDIC-R Has Green Light to Foreclose

SAN DIEGO HOSPICE: Government Files $112 Million Claim
SBM CERTIFICATE: SEC Wants Chapter 11 Trustee
SCOOTER STORE: Numotion Offers Service to Ex-Alliance Customers
SEA TRAIL: Chinese Investor Wins Auction With $8.5MM Offer
SEVEN COUNTIES: Proofs of Claim Due Aug. 8

SEVEN COUNTIES: Appointment of Patient Care Ombudsman Waived
SEVEN COUNTIES: Court DQs Lloyd & McDaniel as KERS' Counsel
SPECIALTY PRODUCTS: Wants $1-Bil. Asbestos Appeal in 3rd Circ.
SUGARLEAF TIMBER: Wants to Use Farm Credit's Cash Collateral
SUPERMEDIA INC: Verizon Finishes Off Creditor Suit Over Spinoff

T SORRENTO: Has OK to Hire Deverick to Appraise Real Property
T SORRENTO: May Hire Dohmeyer to Testify on Interest Rates
T SORRENTO: Files Second Amended Plan, Modifies Claims Treatment
TOMSTEN INC: Has Court's Nod to Hire Baker Tilly as Accountant
TOMSTEN INC: U.S. Trustee Forms Five-Member Committee

TOMSTEN INC: Committee May Hire CBIZ Accounting as Fin'l Advisor
TOMSTEN INC: Committee Taps Faegre Baker Daniels as Counsel
TOMSTEN INC: Has OK to Hire Leonard Street as Corporate Counsel
TOMSTEN INC: May Hire Lighthouse Management as Fin'l Consultant
TOUSA INC: Bankruptcy Watchdog Balks at Liquidation Plan

TPO HESS: Testing Bang Offer at July 17 Auction
TRANSDIGM INC: Dividend Payout Triggers Moody's Downgrade Review
TRIBUNE CO: Could Owe $500MM in Taxes on Cubs, Newsday Deals
UNITED PROTECTION: Lack of Funding Prompts Bankruptcy Filing
UNITEK GLOBAL: Standstill Period Extended Until June 30

VELATEL GLOBAL: Incurs $6.8 Million Net Loss in First Quarter
VERTIS HOLDINGS: Plan Filing Deadline Extended Until Aug. 6
VERTIS HOLDINGS: Has Authority to Employ GA Keen as Broker
VINTAGE CONDOMINIUM: Bank Wants Chapter 11 Trustee Appointed
VINTAGE CONDOMINIUM: Ronald Ellett Okayed as Bankruptcy Counsel

VYSTAR CORP: Incurs $2.7 Million Net Loss in 2012
W.R. GRACE: 3rd Circuit Hears Arguments on Postpetition Interest
W.R. GRACE: Future Claims Representative Taps Orrick as Counsel
W.R. GRACE: FCR Proposes Phillips as Co-Counsel
W.R. GRACE: FCR Engages Lincoln Partners as Financial Adviser

W.R. GRACE: National Aluminum Inks Agreement to Settle Claims
W.R. GRACE: Chapter 11 Case Re-Assigned to Judge Carey
W25 LLC: Obtains Confirmation of Third Amended Reorganization Plan
WFO INC: Wins Court OK to Hire Parr Recovery as Recovery Agent
WINDSORMEADE OF WILLIAMSBURG: Plan of Reorganization Effective

ZELIENOPLE INVESTMENT: Involuntary Chapter 11 Case Summary
ZIA SHADOWS: Dist. Ct. Rules on Las Cruces Summary Judgment Bid

* AmeriBid to Auction Brick Commercial Building on July 9
* JPMorgan to Begin Disclosing Daily Liquid Assets in Money Funds
* Suit Claims BofA Gave Bonuses to Foreclose on Clients
* Wells Fargo Faces New Minnesota Securities-Lending Trial

* Moody's Notes Declining Rate of Student Loan Defaults
* Moody's Outlook on NA and EMEA Chemical Sectors is Negative

* 'Naked' Liens Don't Open IRAs to Creditors: 6th Circ.
* Supreme Court Takes Law Case; 2 Cases Could Join Next Week
* Suit Tries Creative Approach Against Fannie and Freddie Bailout
* New York State May Tighten Rein on Banking Consultants

* Banks Balk at New Rules for Small Loans
* Refinancings Plunge as Bond Yields Rise
* More Than $100B in Private Equity Trapped in "Zombie Funds"

* Mintz Levin Bankruptcy Attorneys Among Recommended by Legal 500
* PwC Expands U.S. Business Recovery Services

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********


ADCARE HEALTH: NYSE MKT Approves Listing Compliance Plan
--------------------------------------------------------
AdCare Health Systems, Inc. on June 18 disclosed that, on June 13,
2013, the Company received a notice from the NYSE MKT LLC
indicating that the Company's plan to regain compliance with
certain of the Exchange's continued listing standards was
accepted.

As previously announced, on May 17, 2013, the Company received a
deficiency letter from the Exchange indicating that the Company is
not in compliance with Sections 134 and 1101 of the Exchange's
Company Guide due to the Company's indication in its Form 12b-25,
filed with the Securities and Exchange Commission on April 16,
2013, that the Company would not file its Quarterly Report on Form
10-Q for the quarter ended March 31, 2013 with the SEC by the
requisite deadline.  The Company also received a deficiency letter
from the Exchange on April 17, 2013 indicating that it is not in
compliance with Sections 134 and 1101 of the Company Guide due to
its failure to file its Annual Report on Form 10-K for the year
ended December 31, 2012 with the SEC by the requisite deadline.

The Company was afforded the opportunity to submit to the Exchange
a plan to regain compliance.  The Company submitted its compliance
plan to the Exchange on May 1, 2013 and supplemented such plan on
May 31, 2013.  On June 13, 2013, the Exchange notified the Company
that it accepted the Company's plan of compliance and granted the
Company an extension to regain compliance with the continued
listing standards of the Company Guide until: (i) July 16, 2013,
with respect to the Annual Report; and (ii) Aug. 15, 2013, with
respect to the Form 10-Q.  The Company will be subject to periodic
review by the Exchange staff during the extension periods.
Failure to make progress consistent with the plan or to regain
compliance with the continued listing standards by the end of the
extension periods could result in the Company being delisted from
the Exchange.

                    About AdCare Health Systems

AdCare Health Systems, Inc. (nyse mkt:ADK) (nyse mkt:ADK.PRA) --
http://www.adcarehealth.com-- is a recognized provider of senior
living and health care facility management.  The Company owns and
manages long-term care facilities and retirement communities, and
since the Company's inception in 1988, its mission has been to
provide the highest quality of healthcare services to the elderly
through its operating subsidiaries, including a broad range of
skilled nursing and sub-acute care services.


ADEPT TECHNOLOGIES: July 23 Hearing to Confirm Plan
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
will convene a hearing on July 23, 2013, at 9 a.m. to consider the
confirmation of ADEPT Technologies, LLC's Chapter 11 Plan.
Objections, if any, are due July 15.

The Court approved the Disclosure Statement on June 5.  Approval
of the adequacy of the Disclosure Statement paved wave for
the Debtor to begin solicitation of votes on the Plan.

Interested parties may file written objections to the Plan no
later than July 15.

Creditors eligible to vote have until July 15, 2013 to cast their
ballots for the Plan.

July 22, 2013 is the last day for filing complaints under Sec. 727
of the Bankruptcy Code.

                        The Chapter 11 Plan

As reported by the Troubled Company Reporter on March 27, 2013,
the Debtor delivered to the Bankruptcy Court a plan of
reorganization and accompanying disclosure statement proposing a
10% recovery for allowed general unsecured claims.

Secured creditors will be paid according to the following terms:

   * First Volunteer Bank will retain its lien on the collateral
     securing the Debtor's $129,536 prepetition loan until the
     time the debt is paid in full.  FVB's secured claim will be
     paid through monthly payments of $943 per month until the
     balance is paid in full.

   * PNC Bank's $6.2 million secured claim will be paid through
     the execution of a new promissory note to be secured by the
     same collateral upon which PNC had a lien prepetition
     according to its same priority.

   * The Debtor will restructure its $2.2 million and $135,078
     secured debt with Southern Development Council, Inc., and
     will assume the debt according to the terms and conditions of
     the existing finance agreements in place. SDC will retain its
     lien on the collateral securing the debt until the time the
     debt is paid in full.

Brad Fielder, who owns 51% of the outstanding membership interests
in the Debtor, and Chad Fielder, who owns the remaining 49% of the
Debtor's outstanding stock, will retain their equity although they
won't be paid until administrative, priority and unsecured
claimants have been paid.

A full-text copy of the Disclosure Statement dated Feb. 28, 2013,
is available for free at http://bankrupt.com/misc/ADEPTds0228.pdf

                     About ADEPT Technologies

ADEPT Technologies, LLC, filed a Chapter 11 petition (Bankr. N.D.
Ala. Case No. 12-83490) on Oct. 31, 2012, in Decatur, Alabama.
The Debtor, which has principal assets located in Huntsville,
Alabama, estimated assets of $10 million to $50 million and
liabilities of up to $10 million.  Judge Jack Caddell presides
over the case.  Kevin D. Heard, Esq., at Heard Ary, LLC,
represents the Debtor as counsel.  The petition was signed by Brad
Fielder, managing member.


AFA INVESTMENT: Cash Collateral Termination Date Today
------------------------------------------------------
AFA Investment Inc., et al., and the agent for the second lien
lenders on May 30 agreed to a further extension of the termination
date under the Interim Cash Collateral Order through and including
June 20, 2013.

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.  Peter I Keane, Esq.,
Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and Peter J.
Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware; Tobias S. Keller, Esq., at Jones Day, in San Francisco,
California; and Jeffrey B. Ellman, Esq., and Brett J. Berlin,
Esq., at Jones Day, in Atlanta, Georgia, represent the Debtors.
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.


AIR CANADA: Fitch Rates New $1 Billion Secured Term Loan at 'BB-'
-----------------------------------------------------------------
Fitch Ratings has assigned ratings of 'BB-'/'RR2' to Air Canada's
(AC) proposed US$1 billion senior secured term loan and proposed
US$100 million senior secured revolving credit facility. The
Issuer Default Rating (IDR) for Air Canada (AC) remains unchanged
at 'B' with a Positive Outlook.

Proceeds from the transaction will be used to fund a tender for
AC's existing $900 million first-lien and $200 million second-lien
high yield notes scheduled to mature in 2015 and 2016,
respectively. The existing notes are also callable. The new term
loan will feature a six-year maturity, while the new revolving
credit facility will have a four-year maturity.

The transaction will extend the company's largest debt maturities
out to 2019, which Fitch believes is beyond the expected peak in
AC's capital spending for new aircraft. The new credit facilities
will also likely feature significantly lower interest rates than
the outstanding high yield notes.

The credit facilities will be secured by a first priority lien on
AC's Pacific route authorities, accounts receivable, certain real
estate, spare engines, ground equipment, and slots at LaGuardia,
Heathrow, and Washington-Reagan. This is the same collateral pool
that secures AC's existing secured notes, with the addition of 10
extra spare engines.

Key Rating Drivers

The 'BB-'/'RR2' rating is driven by Fitch's recovery analysis,
which distributes an estimate of AC's distressed enterprise value
to various classes of debt based on a going-concern assumption.
The 'RR2' rating indicates Fitch's expectation that the secured
credit facility holders would receive superior recovery of 71%-90%
of principal in a distressed scenario. Fitch also performed a
recovery analysis based on a liquidation scenario in which
appraised values of the collateral were stressed. This analysis
supported the 'RR2' result in the going-concern analysis. Per
Fitch' recovery methodology, an 'RR2' rating is notched up two
levels from the underlying IDR.

Rating Sensitivities

The secured credit facilities ratings are tied to AC's IDR and the
collateral securing the facilities. Fitch could consider a
negative rating action on the facilities if there were a
significant devaluation of the collateral, or a downgrade of AC's
IDR. A positive rating action on the facilities could follow an
upgrade of AC's IDR.

AC's IDR reflects the company's leveraged balance sheet, adequate
liquidity position and high, but improving cost structure
mitigated by AC's extensive global network and dominant market
positions across all segments. The Rating Outlook for Air Canada's
IDR remains positive, reflecting the company's continued efforts
to reduce costs, pay down debt, and expand its presence in
international markets.

Fitch has assigned the following ratings:

Air Canada

-- Senior secured term loan B due 2019 'BB-'/'RR2';
-- Senior secured revolving credit facility 'BB-'/'RR2'.

Fitch rates Air Canada as follows:

-- Long-term IDR 'B';
-- Senior secured first-lien debt 'BB'/'RR1';
-- Senior secured second-lien debt 'BB-'/'RR2'.

The Rating Outlook is Positive.


AIR CANADA: Moody's Rates Proposed $1 Billion Term Debt 'B2'
------------------------------------------------------------
Moody's Investors Service assigned B2 senior secured ratings to
Air Canada's proposed $1 billion term debt and $100 million (USD
equivalent) revolving credit facility. Air Canada's Caa1 corporate
family, Caa1-PD probability of default and SGL-3 speculative grade
liquidity ratings were affirmed. The ratings outlook remains
positive.

Issuer: Air Canada

Assignments:

  $100M Senior Secured Bank Credit Facility, Assigned B2, LGD2,
  26%

  $1,000M Senior Secured Bank Credit Facility, Assigned B2, LGD2,
  26%

Affirmations:

  Probability of Default Rating, Affirmed Caa1-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-3

  Corporate Family Rating, Affirmed Caa1

Ratings Rationale:

Proceeds from the new debt issues will be used to refinance Air
Canada's existing $900 million (USD equivalent) and USD $200
million first and second lien debt instruments, respectively, for
which the associated B2 and Caa2 ratings will be withdrawn once
the new transaction closes. The new debt will be secured by the
same diverse pool of collateral that supports the existing debt
issues. Also, Moody's expects Air Canada may issue up to an
additional $300 million of debt against this same collateral pool.
This collateral includes accounts receivables, certain owned real
property, certain Pacific routes and related gate leaseholds and
landing slots, landing slots at London Heathrow's and New York's
LaGuardia's airports, certain spare engines and ground equipment.
The new debt ratings have been assigned pursuant to Moody's loss
given-default methodology.

Air Canada's Caa1 corporate family rating is primarily driven by
its weak key credit metrics, including Moody's expectation that
the company's adjusted leverage (Debt/ EBITDA) will remain around
8x through 2013. Added constraints include growing competition
from lower-cost carriers, the potential that the significant
capacity additions planned by Air Canada and its primary domestic
competitor will pressure yields and/or margins, the company's very
high cost structure arising from its legacy carrier status and
Moody's expectation that the company's free cash flow will be
modestly negative over the next few years due to elevated capital
expenditures. Favorably, the rating reflects Air Canada's
meaningful scale, leading market share of domestic, trans-border
and international routes in and out of Canada and benefits from
its position in the Star Alliance network.

The positive ratings outlook reflects the potential that Air
Canada's ratings could move higher if the company's earnings
continue to improve through upcoming capacity additions.

An upgrade could occur if adjusted leverage is sustained below
7.5x and cash is maintained above 15% of revenues. Downward rating
pressure could occur if Debt/ EBITDA is forecast to rise above 9x
or should cash trend towards 10% of revenues.

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

Headquartered in Saint-Laurent, Quebec, Air Canada is the largest
provider of scheduled passenger services in Canada. Revenues for
2012 were approximately $12 billion.


AIR CANADA: S&P Assigns 'B' Rating to $1-Bil. Term Loan Due 2019
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' issue-
level rating and a '2' recovery rating to Air Canada's proposed
US$1 billion term loan due 2019. A '2' recovery rating, indicates
that lenders could expect substantial (70%-90%) recovery in the
event of default.

"We understand that net proceeds from the proposed term loan will
be used to repay the company's existing 9.250% senior secured
notes due 2015, 10.125% senior secured notes due 2015, and 12.000%
senior second-lien notes due 2016, as well as to add cash to the
company's balance sheet.  We expect to withdraw the ratings on the
existing secured notes on their repayment.  While the proposed
term loan will likely increase Air Canada's debt, this is offset
by the increased liquidity and extended maturity profile the
company will gain as well as lower interest costs and, as a
result, we do not believe it materially alters Air Canada's
financial risk profile," S&P said.

"The ratings and outlook on Air Canada reflect what we view as the
company's highly leveraged capital structure; weak cash flow
protection measures; participation in the high-risk airline
industry; and modest, albeit volatile, cash flow to cover
relatively high fixed costs," said Standard & Poor's credit
analyst Jamie Koutsoukis.  "Mitigating these weaknesses, in our
opinion, are the company's strong market position in Canada as the
largest provider of commercial airline services; broad route
network, providing some ability to offset domestic weakness; and
good brand recognition," Ms. Koutsoukis added.

RATINGS LIST

Air Canada
Corporate credit rating              B-/Stable/--

Rating Assigned
Proposed US$1.0 bil. term loan       B
  Recovery rating                     2


ALIXPARTNERS LLP: Moody's Lowers CFR to 'B2'; Outlook Stable
------------------------------------------------------------
Moody's Investors Service lowered AlixPartners, LLP's corporate
family rating to B2 from B1 and probability of default rating to
B2-PD from B1-PD. Moody's also assigned B1 ratings to the
company's proposed first lien senior secured credit facility,
consisting of a $75 million revolving credit facility due 2018 and
a $750 million term loan due 2020. In addition, Moody's assigned a
Caa1 rating to the proposed $250 million second lien senior
secured term loan due 2021. The ratings outlook remains stable.

AlixPartners will use proceeds from the proposed $750 million
first lien term loan, $250 million second lien term loan and a $25
million equity contribution from Lakeview to refinance the
existing first lien credit facility and second lien term loan, as
well as fund a special dividend to current equity holders. The
dividend transaction comes roughly a year after the closing of the
LBO transaction in June 2012, when the company was acquired by
funds advised and/or managed by CVC Capital Partners. The ratings
are subject to review of final documentation.

The downgrade of the CFR to B2 from B1 reflects the significant
increase in leverage stemming from the proposed transaction and
the shift to more aggressive financial policies. As a result of
the proposed $191 million dividend, Moody's estimates that the
company's leverage (pro-forma for the transaction and including
Moody's standard adjustments), on a debt to EBITDA basis will be
well over 6.5 times for the LTM period ended 3/31/2013, which is
above the downgrade trigger of 6.0 times that was set for the B1
rating. The downgrade also reflects Moody's view that given
AlixPartners' private equity ownership and the recent dividend
transaction (approximately a year after the June 2012 LBO), the
company will be managed to a higher leverage level than originally
expected.

The following summarizes the rating activity:

Ratings downgraded:

Corporate family rating to B2 from B1

Probability of default rating to B2-PD from B1-PD

Ratings assigned:

Proposed $75 million first lien senior secured revolving credit
facility due 2018 at B1 (LGD3, 36%)

Proposed $750 million first lien senior secured term loan due
2020 at B1 (LGD3, 36%)

Proposed $250 million second lien senior secured term loan due
2021 at Caa1 (LGD5, 88%)

Ratings to be withdrawn at transaction closing:

$75 million first lien senior secured revolving credit facility
due 2017 at Ba3 (LGD3, 36%)

$100 million first lien senior secured term loan B-1 due 2017 at
Ba3 (LGD3, 36%)

$505 million first lien senior secured term loan B-2 due 2019 at
Ba3 (LGD3, 36%)

$210 million second lien senior secured term loan due 2019 at B3
(LGD5, 88%)

Ratings Rationale:

AlixPartners' B2 corporate family rating reflects its high pro
forma leverage as measured by debt/EBITDA of approximately 6.7
times (adjusting for the transaction and including Moody's
standard adjustments) for the LTM period ended 3/31/2013,
expectations for modest improvement in credit metrics largely
through EBITDA expansion, and relatively small scale. The rating
also reflects the company's recent shift towards a more aggressive
financial policy and Moody's expectation that the company will be
managed to a fairly high leverage level over the intermediate
term.

The rating is also constrained by continued softness in the North
American Turnaround & Restructuring Services business and ongoing
risks associated with employee retention, particularly as the
employment and macro-economic environment in the United States
improves. Positive ratings consideration is given to the company's
broad and counter-balancing portfolio of diversified consulting
services that help to mitigate exposure to economic cycles,
generally consistent track record of outperformance relative to
expectations, and the relative stability of operating margins
owing to a high proportion of variable expenses. The rating also
derives support from the company's good pro forma liquidity and
coverage with EBITDA less capex to interest of about 2.0 times.

The stable outlook reflects Moody's expectation that AlixPartners'
will consistently grow the top line and earnings despite continued
softness in North American TRS, and apply free cash flow to debt
reduction such that leverage will improve from initial pro forma
levels to a level that is more representative of the current B2
rating. The stable outlook also reflects Moody's view that the
company's qualitative factors -- "counter-balancing" business
segments, stable operating margins and healthy free cash flow
profile -- help to balance out its weak leverage profile.

The ratings could be downgraded if debt to EBITDA is sustained
above 7.0 times as a result of declining profitability or
additional debt financed dividends/acquisitions or if EBITDA less
capex to interest falls below 1.5 times. Greater than anticipated
working capital usage that results in negative free cash flow or a
material weakening of the liquidity profile could also pressure
the ratings.

The ratings could be upgraded if the company demonstrates a
commitment to more conservative financial policies such that debt
to EBITDA sustainably approaches 5.0 times and EBITDA less capex
to interest exceeds 2.5 times.

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.


AMERICAN AIRLINES: Spars with U.S. Bank Over Make-Whole Payments
----------------------------------------------------------------
Jacqueline Palank writing for Dow Jones' DBR Small Cap reports
that American Airlines and U.S. Bank will square off Thursday
before a federal appeals court over whether American owes its
bondholders a penalty fee in connection with the prepayment of
more than $1.3 billion in debt.

                      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 EQUITY: Fitch Rates $250MM Unsecured Notes 'BB'
--------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to American Equity
Investment Life Holding Company's (AEL) proposed issuance of $250
million of senior unsecured notes due 2021. AEL's Long-term Issuer
Default Rating is unaffected by this rating action.  Fitch
affirmed the ratings of AEL and its insurance operating
subsidiaries with a Stable Outlook on April 12, 2013.

Key Rating Drivers

Fitch expects the majority of proceeds from the issuance to be
used to fund the redemption of a portion of existing debt on the
company's balance sheet. Issuance of the new senior debt is not
expected to result in an increase in AEL's financial leverage
ratio to a level above Fitch's rating trigger of 50%. The
company's financial leverage was approximately 36% at March 30,
2013.

AEL's recent financial performance has been in line with Fitch's
expectations for the company's current ratings.

AEL is headquartered in West Des Moines, Iowa and reported total
GAAP assets of $36.9 billion and equity of $1.7 billion at March
31, 2013. AEILIC, the main operating subsidiary of AEL, is also
headquartered in West Des Moines and had statutory capital and
surplus of $1.7 billion at March 31, 2013.

Rating Sensitivities

The key rating triggers that could result in an upgrade include:

-- Enhanced capitalization with RBC above 350% on a sustained
   basis.

The key rating triggers that could result in a downgrade include:

-- A reduction in capitalization with RBC below 300%;

-- A sustained deterioration in operating results such that
   interest coverage is below 3x;

-- Significant increase in lapse/surrender rates;

-- Inability to maintain sufficient parent company liquidity to
   fund any potential forced repurchase of outstanding notes
   payable;

-- Unexpected spike in credit related impairments;

-- Financial leverage above 50%.

The key rating triggers that could result in a narrowing of
notching between the IDR of AEL and the IFS of AEILIC include:

-- A sustainable decline in financial leverage below 30%;

-- Sustained GAAP EBIT-based interest coverage above 8x.

Fitch has assigned the following ratings:

American Equity Investment Life Holding Company

-- $250 million senior unsecured notes due 2021 'BB'.


AMERICAN EQUITY: S&P Affirms 'BB+' Counterparty Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'BBB+' long-term insurer financial strength rating on American
Equity Investment Life Insurance Co. (AEIL) and its 'BB+' long-
term counterparty credit rating on the parent non-operating
holding company, American Equity Investment Life Holding Co.
(NYSE: AEL; collectively known as American Equity).  S&P revised
the outlook on all of these ratings to positive from stable.

At the same time, S&P assigned a 'BB+' senior unsecured debt
rating to AEL's proposed $250 million eight-year senior unsecured
debt issue due in 2021.

The ratings reflect S&P's view of the group's adequate business
risk profile (BRP) and moderately strong financial risk profile
(FRP), stemming from an adequate competitive position and
moderately strong capital and earnings.

American Equity faces low industry and country risk driven by low
country and industry risks for its annuity operations.  S&P's view
of American Equity's low country risk is driven by stable economic
growth prospects, relatively effective and stable political
institutions, sophisticated financial systems, and strong payment
culture in the U.S.  "In our view, American Equity's annuity
operations are exposed to low industry risks due to moderate
product risk as demonstrated by a strong track record of
maintaining asset-liability management mismatch within one year,"
said Standard & Poor's credit analyst Robert Hafner.  The
availability of fixed-income instruments of sufficient duration to
match insurance liabilities in the capital markets greatly
supports this capability.  However, S&P sees sensitivity to
interest rates and equity-market volatility as offsetting this
strength somewhat and burdening long-term operating return
prospects.  S&P believes a weak global economy, persistent low
interest rates, and intense competition will limit the sector's
growth prospects and potential for higher operating margins.

American Equity has a satisfactory BRP and adequate competitive
position, reflecting its almost exclusive focus on fixed
annuities, including a top-five position in fixed indexed
annuities and steady profitable growth in its chosen business.
S&P views American Equity's geographic diversification as
positive, given its national presence.  S&P views the company's
other diversification as negative because American Equity is
concentrated in just one line of business -- individual fixed
annuities -- that comprise almost 100% of the company's total
premiums.

The issuer credit rating on AEL, the group's nonoperating holding
company, is three notches lower than the ratings on the core
operating companies, which is standard notching for U.S. insurance
holding companies.  AEL maintains fixed-charge coverage of more
than 4x on financial leverage of about 35%.  AEL has strong
liquidity with very limited contingent collateral-posting exposure
or ratings triggers.  AEL's cash flow-to-liquidity requirements
ratio exceeds 2x.  The ratings assigned to the proposed
$250 million eight-year senior unsecured notes reflect the
counterparty credit ratings on AEL.  The company intends to use
the proceeds primarily to refinance existing debt.

The outlook is positive.  S&P expects American Equity to maintain
a leading position in the fixed-annuity market and in fixed-
indexed annuities in particular.

S&P could raise the ratings by one notch in the next 18-24 months
if American Equity's BRP remains satisfactory and its FRP improves
to strong from moderately strong.  This could occur if capital and
earnings strengthen to a level that supports higher ratings,
including capitalization that becomes sustainably redundant at the
'A' confidence level as measured by S&P's capital model.  S&P
could lower the ratings if capitalization deteriorates and becomes
materially deficient at the 'BBB' confidence level.


AMERICAN EUROPEAN: A.M. Best Cuts Finc'l. Strength Rating to 'B-'
-----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B+ (Good) and issuer credit rating to "bb+" from
"bbb-" for American European Insurance Company and its wholly
owned subsidiaries, Rutgers Casualty Insurance Company and Rutgers
Enhanced Insurance Company.  All three companies are headquartered
in Cherry Hill, NJ, and collectively referred to as American
European Insurance Group (AEIG).  The outlook for these ratings
has been revised to stable from negative.

The rating downgrades reflect AEIG's historically poor operating
performance and execution risk in replacing business previously
assumed from Merchants Mutual Insurance Company (MMIC), an
unaffiliated insurer.  Other negative factors include the
company's lack of scale driving its high and therefore
uncompetitive expense ratio, as well as volatile total investment
returns and competitive market conditions under which the group
operates.  Further, the group remains exposed to northeast storms
that have impacted results over the past two years.

Offsetting these negative factors is AEIG's solid capitalization
and the recent actions taken by management to improve overall
operating results.  The outlook reflects A.M. Best's view that the
company's strong level of capitalization will allow the necessary
time for management's initiatives to gain traction in the medium
term.

AEIG's ratings could be negatively impacted if results do not
materially improve in the near term.


ARMORWORKS ENTERPRISES: Files for Chapter 11 With Plan
------------------------------------------------------
Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.

ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products.  ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.

Subsidiaries ShockRide, LLC, Mandall BarrierWorks, LLC, and
Applied Heat Technologies, LLC, are self sufficient and thus were
not included in the Chapter 11 filings.  U.K.-based ArmourWorks
International Limited and Canadian-based ArmourWorks International
Limited are also not part of the U.S. bankruptcy.

The Debtors have tapped Todd A. Burgess, Esq., at Gallagher &
Kennedy, as counsel; and MCA Financial Group, Ltd., as financial
advisor.  ArmorWorks estimated $10 million to $50 million in
assets and liabilities.

Following record sales in 2011, ArmorWorks said that business
deteriorated substantially in 2012 due to a decrease in spending
by the defense industry.  In 2012, the company incurred a net loss
of $9.99 million on sales of $100.2 million compared with
$27.9 million of net income on $314 million of sales the year
before.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.

                    Dispute With C Squared

"Although the companies continue to operate, and I believe
ultimately will 'weather the storm,' the ongoing litigation with
C Squared has made it impossible for ArmorWorks to obtain working
capital financing to replace the $40 million line of credit paid
off in 2012.  Without working capital financing, ArmorWorks is in
jeopardy of running out of cash in the short term," William J.
Perciballi, manager and founder of ArmorWorks.

C Squared Capital Partners, L.L.C., is a passive investor in
ArmorWorks and owns a 40% minority interest after making a
$1 million passive investment in the business in 2001.  Since
2001, C Squared has received distributions totaling $21.6 million,
including the $1 million return of the initial investment.  The
company removed C Squared as passive manager in July 2009.

Despite its representations to the U.S. Small Business
Administration that it is a passive investor, over the past
several years, C Squared has sought to assert control over
ArmorWorks and to interject itself into the operations of the
company.  C Squared initiated litigation against ArmorWorks, AWI,
and Mr. Perciballi in Maricopa County Superior Court (Case No.
CV2011-008545 and CV2011-009812).  The Maricopa County Superior
Court in February 2013 ordered the company to amend AWE's articles
of organization to reflect C Squared's status as manager.

The Debtor believes that C Squared's actions create a potential
violation under the False Claims Act, threatens ArmorWorks' status
as a small business and may compromise ArmorWorks' U.S. Government
security clearances, which in turn, would threaten ArmorWork's
status as a U.S. Government prime contractor and subcontractor.

Mr. Perciballi believes that with the bankruptcy filing, the
ongoing dispute with C Squared will be resolved by allowing
ArmorWorks to redeem C Squared's 40% minority interest, or
alternatively, allow C Squared to purchase the 60% majority
interest of AWI.

                      $3.5 Million Financing

On the Petition Date, the Debtors filed various first day motions,
including requests to access DIP financing, pay employee wages and
benefits and grant adequate assurance of payment to utilities.

ArmorWorks has identified a lender that is willing to provide up
to $3.5 million of debtor in possession financing.

The primary terms of the DIP financing from Lancelot Armor, LLC
are:

   a. Maximum Loan Amount: $3.5 million available in two (2)
      disbursements, (i) an initial disbursement of up to $875,000
      upon entry of an order approving the financing on an interim
      basis, and (2) the balance upon entry of a final order
      approving the financing, subject to availability under the
      Borrowing Base.

   b. Use of Proceeds: The Debtors will use the proceeds of the
      loan for working capital and for payment of fees and
      expenses.

   c. Collateral: all real and personal property of the Debtors
      and the non-debtor subsidiaries of ArmorWorks, including a
      pledge of 100% of ArmorWorks' member interests in all
      subsidiaries, and a super-priority administrative expense
      claim pursuant to 11 U.S.C. Sec. 364(c) and (d).  The
      collateral, priming liens, and super-priority administrative
      claim are subject to a $250,000 carve-out for the Debtors'
      professionals and any professionals retained by any
      statutory committee appointed in the cases.

   d. Interest Rate: 15% with an increase to 21% while any event
      of default exists.

   e. Fees: 5% origination fee paid prepetition upon execution of
      the DIP loan and security agreement, and $2,500 a month
      collateral monitoring fee.

   f. Expenses: Debtors responsible for all attorneys' fees and
      expenses incurred by lender.  The Debtors provided a $30,000
      expense deposit to the lender prepetition.

   g. Lockbox: Within 30 days of the initial Advance, the Debtors
      will establish a lockbox, into which all of the Debtors'
      receipts from any source whatsoever shall be deposited and
      to which only AWE willl access for so long as there has been
      no Event of Default on the Loan and only to the extent that
      the funds deposited therein are used in strict compliance
      with the budget.

   h. Maturity Date: The DIP facility will mature December 31,
      2013.  Subject to written notice, the Debtors may either (i)
      extend the maturity date to March 31, 2014 for a fee of 1%
      or (ii) extend the Maturity Date to June 30, 2014 for an
      additional fee of 1.5%.

   i. Payments: monthly interest only payments with all amounts
      due and owing paid on the Maturity Date.

   j. Stay Relief: automatic stay is modified to permit the
      Debtors to grant the liens and super-priority administrative
      claims, perform acts required under the loan documents,
      incur the obligations under the loan documents, and allow
      the Debtors to pay, and the lender to apply, payments under
      the DIP loan.

The Debtors do not have a prepetition working capital lender and
thus no creditor has a lien in the Debtors' cash collateral.

                      The Chapter 11 Plan

The Debtors' Chapter 11 plan provides for these terms:

    * There are no secured claims.  To the extent there are any
secured claims, the creditors will receive installment payments
over 60 months on 5% simple interest or receive possession of
their collateral.

    * Holders of general unsecured claims against ArmorWorks and
TechFiber will be paid in installments.  They will be paid an
initial distribution equal to 20% of the allowed amount of their
claim.  The balance of the claims will be paid in annual
distributions, equal to 20% of the allowed claim plus accrued
interest, beginning on the first anniversary of the Effective Date
and continuing on the anniversary date of each subsequent year
until paid in full.  The claims will accrue interest from and
after the Effective Date at the rate of 5% per annum simple
interest.  All claims plus interest will be paid in full on or
before the later of the fourth anniversary of the Effective Date
or allowance of the Claim.  Holders of unsecured claims are
impaired and are entitled to vote on the Plan.

   * Holders of vendor claims against ArmorWorks and TechFiber
will be paid an initial distribution equal to 25% of the allowed
amount of their Claim, with the balance to be paid in annual
distributions, equal to 25% of the allowed claim plus accrued
interest, beginning on the first anniversary of the Effective Date
and continuing on the anniversary date of each subsequent year
until paid in full.  The claims will accrue interest from and
after the Effective Date at the rate of 5% per annum simple
interest. The claims are impaired, and holders are entitled to
vote to accept or reject the Plan.

   * On account of its equity interest, C Squared may elect, in
full and final satisfaction of its 40 percent stake in the
company, (a) accept a certain redemption amount from ArmorWorks;
or (b) pay AWI the AWI Purchase Price to acquire AWI's 60% equity
security interest in ArmorWorks.  If C Squared fails to accept any
of the offer, it will be deemed to have accepted ArmorWorks;'
offer to pay the redemption amount.

A copy of the Disclosure Statement is available for free at:

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


ARMORWORKS ENTERPRISES: Sec. 341 Creditors' Meeting on July 23
--------------------------------------------------------------
There's a meeting of creditors of ArmorWorks Enterprises, LLC, on
July 23, 2013, at 9:00 a.m. at US Trustee Meeting Room, 230 N.
First Avenue, Suite 102, Phoenix, Arizona.

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 ArmorWorks Enterprises

ArmorWorks Enterprises, LLC, develops advanced survivability
technology and designs and manufactures armor and protective
products.  ArmorWorks has produced over 1.25 million ceramic armor
and composite armor protection components for a variety of
personnel armor, aircraft, and vehicle applications.

ArmorWorks and subsidiary TechFiber LLC sought Chapter 11
protection (Bankr. D. Ariz. Case Nos. 13-10332 and 13-10333) in
Phoenix, on June 17, 2013.  The Debtors also filed a Chapter 11
plan with the Court on the same day.

Subsidiaries ShockRide, LLC, Mandall BarrierWorks, LLC, and
Applied Heat Technologies, LLC, are self sufficient and thus were
not included in the Chapter 11 filings.  U.K.-based ArmourWorks
International Limited and Canadian-based ArmourWorks International
Limited are also not part of the U.S. bankruptcy.

The Debtors have tapped Todd A. Burgess, Esq., at Gallagher &
Kennedy, as counsel; and MCA Financial Group, Ltd., as financial
advisor.  ArmorWorks estimated $10 million to $50 million in
assets and liabilities.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.


ARMORWORKS ENTERPRISES: Proposes G&K and MCA as Professionals
-------------------------------------------------------------
ArmorWorks Enterprises, LLC, and affiliate TechFiber LLC seek
Court authorization to employ Gallagher & Kennedy, P.A. and MCA
Financial Group, Ltd. as estate professionals.

The Debtors want G&K to serve as general bankruptcy and
restructuring.  The firm will charge the Debtors on an hourly
basis at these rates:

      John R. Clemency, Shareholder $575 per hour;
      Todd A. Burgess, Shareholder $495 per hour;
      Julie Rystad, Shareholder $450 per hour;
      Lindsi M. Weber, Associate $350 per hour; and
      Rachel Milazzo, Paralegal $240 per hour.

Other G&K attorneys and paralegals may render services to the
Debtors as needed.  Attorneys will charge $300 to $650 per hour
and paralegals will bill $240 to $250 per hour.

MCA will act as the Debtors' financial advisor, and will, among
other things, assist with the preparation of statements and
schedules, DIP and cash collateral budgets and forecasts, perform
valuation and feasibility analysis, and to assist with
formulation, negotiation, and confirmation of a chapter 11
reorganization plan.

The current hourly rates for MCA's professionals expected to have
primary responsibility for the engagement are:

      Morris C. Aaron, Senior Managing Director - $425
      Paul Roberts & Karrilyn Thomas, Managing Directors - $350
      Brian McHugh, Director - $295

Other MCA professionals and paraprofessionals may render services
to the Debtors as needed.  Generally, MCA's hourly rates fall
within the following ranges:

      Senior Managing Directors - $425
      Managing Directors - $350
      Directors - $295
      Administrative and research personnel - $95

                   About ArmorWorks Enterprises

ArmorWorks Enterprises, LLC, develops advanced survivability
technology and designs and manufactures armor and protective
products.  ArmorWorks has produced over 1.25 million ceramic armor
and composite armor protection components for a variety of
personnel armor, aircraft, and vehicle applications.

ArmorWorks and subsidiary TechFiber LLC sought Chapter 11
protection (Bankr. D. Ariz. Case Nos. 13-10332 and 13-10333) in
Phoenix, on June 17, 2013.  The Debtors also filed a Chapter 11
plan with the Court on the same day.

Subsidiaries ShockRide, LLC, Mandall BarrierWorks, LLC, and
Applied Heat Technologies, LLC, are self sufficient and thus were
not included in the Chapter 11 filings.  U.K.-based ArmourWorks
International Limited and Canadian-based ArmourWorks International
Limited are also not part of the U.S. bankruptcy.

The Debtors have tapped Todd A. Burgess, Esq., at Gallagher &
Kennedy, as counsel; and MCA Financial Group, Ltd., as financial
advisor.  ArmorWorks estimated $10 million to $50 million in
assets and liabilities.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.


ARMORWORKS ENTERPRISES: Proposes Aug. 20 Claims Bar Date
--------------------------------------------------------
ArmorWorks Enterprises, LLC, and affiliate TechFiber LLC ask the
Court to enter an order establishing a bar date for all creditors
and equity security holders to file proofs of claim and interests
in the Chapter 11 cases.  The Debtors request that the Court set
Monday, August 20, 2013, as the bar date.

                   About ArmorWorks Enterprises

ArmorWorks Enterprises, LLC, develops advanced survivability
technology and designs and manufactures armor and protective
products.  ArmorWorks has produced over 1.25 million ceramic armor
and composite armor protection components for a variety of
personnel armor, aircraft, and vehicle applications.

ArmorWorks and subsidiary TechFiber LLC sought Chapter 11
protection (Bankr. D. Ariz. Case Nos. 13-10332 and 13-10333) in
Phoenix, on June 17, 2013.  The Debtors also filed a Chapter 11
plan with the Court on the same day.

Subsidiaries ShockRide, LLC, Mandall BarrierWorks, LLC, and
Applied Heat Technologies, LLC, are self sufficient and thus were
not included in the Chapter 11 filings.  U.K.-based ArmourWorks
International Limited and Canadian-based ArmourWorks International
Limited are also not part of the U.S. bankruptcy.

The Debtors have tapped Todd A. Burgess, Esq., at Gallagher &
Kennedy, as counsel; and MCA Financial Group, Ltd., as financial
advisor.  ArmorWorks estimated $10 million to $50 million in
assets and liabilities.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.


ATP OIL: Lenders Raises Cash Offer by $10 Million
-------------------------------------------------
A group of lenders led by Credit Suisse Group AG looking to buy
ATP Oil & Gas Corp.'s oil and gas leases have upped their cash bid
by $10 million, according to documents filed in Texas bankruptcy
court.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ATP Oil is preparing to go ahead on June 20 with the
often-postponed hearing to approve the sale of assets to secured
lenders largely in exchange for debt.

According to the Bloomberg report, the lenders were in line to
become the new owners after winning an auction in May.  When the
sale came to bankruptcy court for approval, there were objections
based on allegations that some debt and expenses incurred during
the Chapter 11 case won't be paid.  The sale-approval hearing was
postponed several times, to be rescheduled for June 20 and 21.

As widely reported, the lenders filed a new version of the
purchase agreement where the cash portion of the purchase price
was raised by $10 million to $55 million, to insure sufficient
cash for paying off debt coming ahead of bankruptcy financing.

Bloomberg News relates that the nominal purchase price is $690.8
million, with most paid by an exchange for secured debt.  In
effect, the purchase price remained the same, although the cash
portion was increased.

Joseph Checkler, writing for Dow Jones' DBR Small Cap, says the
decision to increase the cash portion of their $690 million bid
could appease the bankruptcy judge overseeing ATP's Chapter 11
case.

                      About ATP Oil & Gas

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

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

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

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

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


ATWOOD OCEANICS: Moody's Assigns 'Ba3' Rating to $150MM Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Atwood
Oceanics, Inc.'s proposed $150 million senior unsecured notes, due
2020. Atwood's other ratings and stable outlook were unchanged.

This issuance is an add-on to Atwood's 6.5% $450 million 2020
notes that were issued in January 2012. Net proceeds from this
offering will increase revolver liquidity and ultimately fund
general corporate needs.

Issuer: Atwood Oceanics, Inc.

Assignments:

  $150M Senior Unsecured Regular Bond/Debenture, Assigned Ba3

  $150M Senior Unsecured Regular Bond/Debenture, Assigned a range
  of LGD5, 81%

Ratings Rationale:

The proposed notes will have identical terms and conditions as the
existing 6.5% notes and will be treated as a single class of debt
under the same indenture. Therefore, the new and the existing
notes are both rated at the same Ba3 level. The unsecured notes
are rated one notch below the Ba2 CFR because of the large
priority claim secured credit facility in the capital structure.

Atwood should have adequate liquidity through mid-2014, which is
captured in Moody's SGL-3 Speculative Grade Liquidity rating. The
company should be able to cover all basic cash requirements from
its substantial operating cash flows generated by the working
rigs. However, Atwood will need to either exercise its accordion
option and upsize the revolver or secure additional external
financing before taking delivery of its first drillship, Atwood
Achiever, in October 2013. The revolver accordion, if exercised,
could increase the commitment amount up to $1.3 billion upon
inclusion of additional rigs (Condor, Mako and Manta,) in the
collateral package. Atwood had $117 million of balance sheet cash
and $160 million available under its $750 million revolving credit
facility as of March 31, 2013. Subsequent to the quarter-end, the
company made a $141 million payment to take early delivery of its
third high-spec jackup rig (Atwood Orca) and announced a $107
million share buyback plan. Therefore, there is limited revolver
liquidity now.

The Ba2 Corporate Family Rating reflects Atwood's growing scale in
the offshore drilling sector, rapid transformation to a high-
quality rig fleet, diversified international presence, and strong
contract coverage through 2014. The rating is also supported by
the company's long operating track record and its history of
conservative financial management. The CFR is held back by the
cash flow concentration in a limited number of rigs relative to
larger and higher rated offshore drillers; mobilization and start-
up risks associated with the newly constructed drillships; and the
expected increase in debt and financial leverage through 2014 as
the company continues to grow its fleet. The rating also considers
the inherent volatility of the marine drilling market and the
large global supply of newbuilds in the 2013-2015 timeframe and
their potential adverse impact on future dayrates.

The stable outlook is underpinned by Atwood's drilling contracts
and Moody's expectation of measured growth. The outlook could
change to positive upon successful deployment Atwood Advantage.

Enhanced scale and a more diversified revenue stream could prompt
a positive rating action. In considering an upgrade, Moody's would
look for strong forward contract coverage, a sustainable leverage
ratio approaching 2.0x and a healthy dayrate environment.

A downgrade is unlikely in 2013. However, ratings could come under
pressure if Atwood is unable to sustain debt/EBITDA below 3.0x.
Operational setbacks involving the larger rigs, significant
construction or re-contracting delays, and liquidity challenges
would pose the greatest risks to ratings given Atwood's
substantial capital requirements through 2015.

The principal methodology used in this rating was the Global
Oilfield Services Rating 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.

Atwood Oceanics, Inc. is a Houston, Texas based international
offshore drilling contractor with operations in Australia,
Southeast Asia, West Africa, the US Gulf of Mexico and the
Mediterranean.


ATWOOD OCEANICS: S&P Affirms 'BB' Rating to Sr. Unsecured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB'
issue-level rating and '3' recovery rating on Atwood Oceanics
Inc.'s senior unsecured notes due 2020 after the company announced
a proposed $200 million add-on to the issue.  Atwood intends to
use the net proceeds from this offering to ultimately fund its
newbuild program, but proceeds will be used to reduce borrowings
under the company's revolving credit facility in the short term.

The ratings on Houston-based offshore driller company Atwood
Oceanics Inc. is based on Standard & Poor's assessment of the
company's "fair" business risk and "significant" financial risk.
The ratings primarily reflect the company's participation in a
highly competitive, cyclical industry; its small fleet size; and
its considerable capital spending program.  The ratings also
incorporate the company's high asset and customer quality, a
diversified international presence, its strong operating and
profitable track record, good revenue visibility provided by its
medium-term contracts, and its moderate debt levels.

RATINGS LIST

Atwood Oceanics Inc.
Corporate Credit Rating              BB/Stable/--

Ratings Affirmed
Atwood Oceanics Inc.
$650 Mil Sr. Unsecured Nts           BB
  Recovery Rating                     3


B.R. BROOKFIELD: Dist. Court Upholds Ruling on Integrity Claim
--------------------------------------------------------------
A Wisconsin district court upheld the decisions of two bankruptcy
judges dismissing the objection of B.R. Brookfield Commons No. 1
LLC, et al., to a claim by Valstone Asset Management LLC.

The claim stemmed from a $2.5 million second mortgage B.R.
Brookfield obtained from Integrity Development, secured by a
shopping center property owned by B.R. Brookfield.  The claim was
later assigned to Valstone Asset Management LLC.

B.R. filed for bankruptcy on June 10, 2011.  It argued that the
claim should be disallowed as an unsecured claim, on the basis of
its being unsecured by equity in the shopping center.

Judge Shapiro disagreed with B.R.'s contention and overruled its
objection.  He then retired and the bankruptcy case was reassigned
to Judge Pepper.  On reconsideration, Judge Pepper confirmed Judge
Shapiro's previous ruling.

On appeal, District Judge J.P. Stadtmueller agrees with the
bankruptcy court's dismissal decision on the B.R. objection and
ruled that the Integrity claim is allowed against B.R.

The appeal is B.R. BROOKFIELD COMMONS NO. 1, LLC, and B.R.
BROOKFIELD COMMONS NO. 2, LLC, Appellant, v. VALSTONE ASSET
MANAGEMENT LLC, in its capacity as Attorney-in-Fact for TS7-E
Grantor Trust, Appellee, Case No. 13-CV-310-JPS (E.D. Wis.).  A
copy of Judge Stadtmueller's May 24, 2013 Order is available at
http://is.gd/2SY9P6from Leagle.com.


BASHAS' INC: Ariz. Court Decertifies Working Condition Claim
------------------------------------------------------------
Senior District Judge Robert C. Broomfield in Arizona granted the
request of Hispanic employees of Bashas' Inc. for class
certification to the extent they are seeking certification of a
class with respect to pay pursuant to Fed.R.Civ.P. 23(b)(3).

Current and former Hispanic employees of Bashas' sued the grocery
operator more than a decade ago alleging race and national origin
discrimination in violation of Title VII of the 1964 Civil Rights
Act as amended, 42 U.S.C. Sec. 2000e, et seq., for both disparate
impact and disparate treatment, and intentional race
discrimination in violation of 42 U.S.C. Sec. 1981.  The
Plaintiffs allege that Bashas' has discriminated against them with
respect to pay and working conditions.  In 2005, the Arizona
District court denied certification of a pay class, but granted
certification as to the working conditions claim.  In the ensuing
years, the action has not moved beyond the class certification
stage.

In light of the Supreme Court decision in Wal-Mart Stores, Inc. v.
Dukes, 564 U.S. ___, 131 S.Ct. 2541, 180 L.Ed.2d 374 (2011), the
Bashas' employees now sought certification of the pay claim.  Also
in light of Dukes, Bashas' asked the District Court to reconsider
its decision certifying the working conditions claim, and
decertify that claim.

In its ruling, the District Court certifies a class as follows:

"All Hispanic workers currently and formerly employed by defendant
Bashas' Inc. in an hourly position at any Food city retail store
since April 4, 1998, who have been subject to the challenged pay
policies and practices."

The Court also ruled that the working conditions claim is
decertified.

The case is Jose Parra, Gonzalo Estrada, and Aurelia Martinez,
Plaintiffs, v. Bashas', Inc. Defendant, No. CIV-02-0591-PHX-RCB
(D. Ariz.).

A copy of the District Court's May 31, 2013 Order is available at
http://is.gd/5FpLqtfrom Leagle.com.

Plaintiffs Jose Parra, Gonzalo Estrada and Aurelia Martinez are
represented by Andrew Joseph Kahn, Esq. and Elizabeth A. Lawrence,
Esq. -- ajk@dcbsf.com and eal@dcbsf.com -- at Davis Cowell & Bowe
LLP; and Jocelyn D. Larkin -- jlarkin@impactfund.org -- at Impact
Fund.

Bashas' Incorporated is represented by Stephanie J. Quincy, Esq.,
Douglas David Janicik, Esq., and Elizabeth Anne Shallop Call, Esq.
-- squincy@steptoe.com djanicik@steptoe.com and bcall@steptoe.com
at Steptoe & Johnson LLP.

United Food and Commercial Workers Union, Intervenor; and Local 99
United Food and Commercial Workers Union, Intervenor, are
represented by Elizabeth A. Lawrence, Esq., and Jennifer S. Wedel,
Esq., at Davis Cowell & Bowe LLP.

                        About Bashas' Inc.

Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail
stores located throughout Arizona.  It is doing business as
National Grocery, Bashas Food, Bashas' United Drug, Food City,
Eddie's Country Store, A.J. Fine Foods, Western Produce, Bashas'
Distribution Center, Sportsman's, and Bashas' Dine.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050).
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
assisted the Debtors in their restructuring efforts.  Michael W.
Carmel, Ltd., served as the Debtors' co-counsel.  Deloitte
Financial Advisory LLP served as financial advisors.  Epiq
Bankruptcy Solutions, LLC, served as claims and notice agent.  In
its bankruptcy petition, Bashas' estimated assets and debts of
$100 million to $500 million as of the Petition Date.

Judge James M. Marlar confirmed Bashas' Chapter 11 reorganization
plan in August 2010.


BLUE SPRINGS: Court Confirms Amended Plan
-----------------------------------------
Blue Springs Ford Sales, Inc., notified the U.S. Bankruptcy Court
for the Western District of Missouri, at Kansas City, that the
effective date of its Amended Plan of Reorganization is extended
until June 25, 2013.

The Court confirmed the Amended Plan on June 10 after determining
that the Plan satisfies the confirmation requirements under
Section 1129 of the Bankruptcy Code.

The Plan contemplates the Debtor continuing its business
operations without significant change and retaining its existing
management.  Creditors holding allowed administrative expense
claims and creditors holding allowed priority tax claims will be
paid in full.

Secured creditors holding allowed secured claims will be paid in
full according to their existing loan documents, except for
modifying various maturity dates and, in some cases, interest
rates, to "fit" with Reorganized Debtor's anticipated financial
condition for the balance of those loans.

Holders of general unsecured trade creditor claims will be paid in
full and receive cash, with interest accruing at the Applicable
Post-Judgment interest rate, in equal quarterly payments
commencing on the Distribution Date and continuing on the Periodic
Distribution Dates until the two year anniversary of the Effective
Date.

Holders of general unsecured tort claims, which remain disputed
and unliquidated, will receive cash, with interest accruing at the
Application Post-Judgment Interest rate in equal quarterly
payments commencing on the Distribution Date and continuing on the
Periodic Distribution Dates until the second anniversary of the
Effective Date in the total amount of $50,000.

Holders of allowed general unsecured gift card/coupon claims will
receive a gift card in the face amount of their allowed claim.
The gift card must be redeemed by June 1, 2014.  The gift card
will be non-transferrable.

Holders of general unsecured insider claims will receive cash
with interest accruing at the Applicable Post-Judgment Interest
Rate in equal quarterly interest-only payments commencing 12
months from the Distribution Date and continuing on the Periodic
Distribution Dates until the 10th anniversary of the Confirmation
Date.

Holders of equity securities in the Debtor will retain their
equity securities in the Reorganized Debtor.

The Debtor is represented by Michael M. Tamburini, Esq., James E.
Bird, Esq., and Andrew J. Nazar, Esq., at Polsinelli PC, in Kansas
City, Missouri.

                         Blue Springs Ford

Blue Springs Ford Sales, Inc. -- http://www.bluespringsford.com/
-- is a Ford dealer, serving Blue Springs in Missouri.  A jury
verdict assessing actual damages of $171,500 and punitive damages
in the amount of $1.75 million (54 times the actual damages)
prompted Blue Springs Ford to seek Chapter 11 protection.  The
judgment was on account of a suit filed by a customer in Circuit
Court of Jackson County, Missouri, under a variety of legal
claims, including, but not limited to, the company's alleged
failure to adequately disclose a full detailed vehicle history
report in connection with a sale of a used Ford.

Blue Springs Ford filed a Chapter 11 petition (Bankr. D. Del. Case
No. 12-10982) on March 21, 2012, listing $10 million to $50
million in assets and debts.  Christopher A. Ward, Esq., at
Polsinelli Shughart PC, serves as the Debtor's counsel.  Donlin
Recano & Company Inc. serves as the Debtor's claims agent.

Delaware Bankruptcy Judge Mary F. Walrath in a March 28 order
transferred the case's venue following an oral motion by the
judgment, creditors Kimberly and Michael von David, at a March 23
hearing.  The case was transferred to the U.S. Bankruptcy Court
Western District of Missouri Court (Case No. 12-41176) and
assigned to the Hon. Jerry W. Venters.


BOULDER BRANDS: Moody's Assigns 'B1' Ratings to $320MM Debt
-----------------------------------------------------------
Moody's Investors Service assigned new ratings to Boulder Brands
Inc.'s new $75 million senior secured revolving credit facility
and its $245 million senior secured Term Loan B. The B1 Corporate
Family Rating and B1-PD Probability of Default Rating are
unchanged.

Moody' assigned the following ratings:

Boulder Brands, Inc.

  $75 million senior secured revolver expiring 2018 at B1 (LGD 3,
  49%)

  $245 million senior secured term loan expiring 2020 at B1 (LGD
  3, 49%)

The following ratings are unchanged:

Boulder Brands, Inc.

  Corporate Family Rating of B1

  Probability of Default Rating of B1-PD

  Speculative Grade Liquidity Rating of SGL-2

The outlook is stable.

The following ratings will be withdrawn upon the closing of the
new facilities:

  $60 million senior secured revolver expiring 2017 of B1 (LGD 3,
  47%)

  $240 million senior secured term loan expiring 2018 of B1 (LGD
  3, 47%)

All ratings are subject to the conclusion of the syndication as
proposed and Moody's review of final documentation.

Ratings Rationale:

The B1 Corporate Family Rating reflects Boulder's limited scale,
moderately high leverage, and the niche nature of its product
offering. The rating also reflects the favorable growth prospects
of the functional food product category, which Moody's believes
will result in strong organic growth, especially within the gluten
free segment. Moody's also expects strong free cash flow, which
will result in a meaningful reduction in debt.

The stable outlook is based upon Moody's expectation that the
company will continue to post robust organic revenue growth and
generate stable free cash flow to reduce debt meaningfully over
the next 12 to 18 months. The outlook also reflects the favorable
growth prospects for functional foods and health and wellness
products generally. The outlook also takes into account the
company's small size and the niche nature of its product offering.

There is limited upward pressure on the rating given the company's
limited scale and niche product offering. Factors that could drive
an upgrade include meaningful growth in size and scale, further
product and geographic diversification, and debt to EBITDA of 3.5
times or less on a sustained basis.

The ratings could be downgraded if the company's credit metrics
fundamentally weaken, if liquidity is constrained, or if the
company engages in any material debt funded acquisitions that
would increase leverage above 5.0 times for a sustained period.
Other considerations that could drive the rating down would be
EBIT margins deteriorating meaningfully for a sustained period or
any material product recalls or supply chain issues that
fundamentally weaken its brand equity.

The principal methodology used in this rating was the Global
Packaged Goods 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.

Boulder Brands, Inc. is a consumer foods company that markets and
manufactures a wide array of consumer food products for sale
primarily in the U.S. and Canada. The business consists of two
segments; 1) the Smart Balance segment with branded products in
spreads, butter, grocery and milk; and 2) The Natural segment with
Earth Balance, Glutino and Udi's branded products. The company
generated revenue of $397 million for the twelve months ended
March 31, 2013.


BRIGHTSTAR CORP: Moody's Changes Outlook on 'Ba3' CFR to Negative
-----------------------------------------------------------------
Moody's Investors Service changed the rating outlook on Brightstar
Corp.'s debt to negative from stable. Moody's affirmed the debt
ratings, including the Ba3 corporate family rating. The change in
the outlook was prompted, in part, by Moody's views that leverage
and free cash flow profile will likely be strained through 2014 as
Brightstar invests greater financial resources to continue
expanding its capabilities beyond its core global mobile
distribution business.

Issuer: Brightstar Corp.

Outlook Actions:

Outlook, Changed To Negative from Stable

Affirmations:

Probability of Default Rating, Affirmed Ba3-PD

Corporate Family Rating, Affirmed Ba3

$350M 9.5% Senior Unsecured Regular Bond/Debenture, Affirmed B1

Ratings Rationale:

Moody's believes that while Brightstar's strategy to broaden its
product and services is prudent, the necessary investments,
greater staffing requirements and added execution risks stand to
pressure the credit metrics in the near term. Moreover, the low
operating margins, between 2% to 4% over time, provide limited
flexibility for operational missteps as Brightstar tries to build
market share in the rapidly growing, but highly competitive,
service of complete life cycle management of smartphones. Moody's
is also concerned about Brightstar's sizable working capital needs
and reliance on external financing during periods of significant
revenue growth. This can result in extended periods of negative
free cash flow and higher-than-normal debt levels, which may
increase Brightstar's adjusted debt/EBITDA above 4.0 times through
mid-2014.

Moody's does note Brightstar's position as one of the leading
global distributors of mobile products, and its capabilities as a
supplier of distribution, logistics, inventory management and
supply-chain services to its customers. Brightstar revamped its
senior financial management team and is working to remediate
control deficiencies identified by its auditors.

Moody's notes that Brightstar has adequate liquidity, with about
$117 million cash and equivalents on hand at March 31, 2013
although Moody's anticipates negative free cash flow over the
coming year. Moody's also expects Brightstar to continue paying at
least a portion of its preferred stock dividends so as not to
trigger a penalty accrual rate.

The outlook may be stabilized if management shows tangible
progress in margin improvement towards 4% adjusted operating
margin range, and retained cash flow to debt (Moody's adjusted) is
maintained in the middle of the 10% to 20% range, while
maintaining good liquidity.

While not expected in the near term, ratings could be upgraded if
Brightstar's revenue and operating profits continue to grow. These
positive results could be demonstrated if Brightstar expands
operating margins above 4.5% (Moody's adjusted) on a sustained
basis, reduces operating and free cash flow margin volatility,
generates consistently positive free cash flow leading to improved
internal liquidity and sustains leverage below 2.5x total debt to
EBITDA (Moody's adjusted).

Ratings could be downgraded if Brightstar witnessed material
vendor losses or intense competition from distributors and
vendors/OEMs causing market share losses, pricing pressure and/or
substantial margin erosion as well as a significant decline in
internal liquidity. Additionally, if the company incurs a
disproportionate amount of debt relative to additive EBITDA growth
to pursue an acquisition or investment expected to result in total
debt to EBITDA (Moody's adjusted) sustained above 4x, the rating
could be downgraded.

The principal methodology used in this rating was Global
Distribution & Supply Chain Services 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.

Brightstar Corp., based in Miami, Florida, is a leading global
value-added distributor of wireless handsets, smartphones, tablets
and their related accessories serving major technology original
equipment manufacturers, network operators and retailers.


BROOKFIELD RESIDENTIAL: Moody's Rates New $400MM Sr. Notes 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed new
$400 million senior unsecured notes due 2022 of Brookfield
Residential Properties, Inc. Brookfield Residential Properties
Inc. and Brookfield Residential US Corporation are co-issuers of
the proposed notes. At the same time, Moody's affirmed the
company's B1 corporate family rating, B1-PD probability of default
rating, B2 rating for the existing $600 million 6.5% senior
unsecured notes due 2020, and SGL-2 speculative grade liquidity
rating. The rating outlook is stable.

Ratings Rationale:

The following rating actions were taken:

  $400 million senior unsecured notes due 2022, assigned a B2,
  LGD4-62%;

  Corporate family rating, affirmed at B1;

  Probability of default rating, affirmed at B1-PD;

  $600 million 6.5% senior unsecured notes due 2020, affirmed at
  B2, LGD4-62%;

  Speculative grade liquidity rating, affirmed at SGL-2;

The rating outlook is stable.

Approximately $310 million of the net proceeds from the new $400
million senior unsecured note offering will be used to repay the
company's outstanding project debt in the U.S. and reduce the
amounts outstanding under revolving credit facilities in the U.S.
and Canada. The remainder of the net proceeds will increase cash
on Brookfield's balance sheet. The transaction will result in pro
forma adjusted homebuilding debt to capitalization rising to 50%
from 48% at March 31, 2013. Following the note offering,
Brookfield expects to put in place a new $200 million senior
unsecured revolving credit facility due 2017. While the
transactions result in higher debt levels, they improve the
company's liquidity by putting in place permanent financing and
increasing revolver capacity.

The B1 corporate family rating reflects Brookfield's relatively
short operating track record in its current configuration; complex
capital structure; moderate size and concentration; the generally
increased risk of a business model that incorporates substantial
land development vs. a pure homebuilding model, although
Brookfield has a very good track record in its land development
activities; typically low cash balances; and the risk of potential
overbuild in the Greater Toronto Area.

At the same time, the rating incorporates the company's solid
positions in many of the markets it serves; healthy gross margins
and profitability, augmented by its expertise in land development;
and moderate homebuilding debt to capitalization. The rating is
also supported by the small amount of recourse joint venture debt,
and by substantial land holdings (20 years of total land supply,
and 18 years of owned land supply), which reduces its need to
constantly invest in new lot inventory. While the company's
extensive land holdings map to a low rating on Moody's
homebuilding methodology grid, Moody's employs a qualitative
override based on its judgment that the land is fairly valued and
that the Canadian housing market enjoys certain features and
support mechanisms that are currently lacking in the US housing
market. Moody's views Brookfield as being strongly positioned in
its rating category.

The stable outlook reflects Moody's expectations for continued
improvement in the company's operating performance, including
relatively healthy gross margins, combined with the maintenance of
the homebuilding debt to capitalization ratio below 55%.

Brookfield has a good liquidity profile, reflected in Moody's SGL-
2 speculative grade liquidity assessment. The SGL-2 is supported
by the company's pro forma cash position of $114 million, pro
forma availability of $760 million under various secured and
unsecured revolving credit facilities totaling approximately $1
billion (including the new $200 million revolver); comfortable
room under financial covenants; and substantial land supply that
can be sold to raise funds. The liquidity is, however, constrained
by annual maturities of portions of its credit facilities and
remaining project debt through 2018 and expected land investments
that consume cash.

The proposed new and the existing notes, which are unsecured and
rated B2, are notched down from the corporate family rating
because of the significant amount of secured debt in the capital
structure.

Upward rating pressure may result if the company's grows its size
and scale, maintains solid profitability and liquidity, reduces
debt leverage to below 45%, and simplifies its capital structure.

Should the company's debt leverage rise above 55%, homebuilding
interest coverage decline below 2.0x, the business model begin to
encompass higher risk attributes, or liquidity deteriorate,
negative rating pressure may occur.

The principal methodology used in this rating was the Global
Homebuilding Industry Methodology published in March 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.

Brookfield Residential Properties is a land developer and a
homebuilder, established in March 2011 through the merger between
Brookfield Homes Corporation and BPO Residential (the residential
land and housing division of Brookfield Office Properties). In
2012, approximately 56% of the company's revenues were generated
in Canada and 44% in the U.S. In the trailing 12-month period
ending March 31, 2013, Brookfield generated approximately $1.4
billion in revenue and $97 million in net income.


BROOKFIELD RESIDENTIAL: S&P Rates $400MM Sr. Unsec. Notes 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on Brookfield Residential Properties Inc.
(BRP).  The outlook is stable.

At the same time, S&P assigned a 'BB-' issue-level rating and a
'2' recovery rating to the proposed offering of $400 million of
senior unsecured notes due 2022.  The '2' recovery rating
indicates prospects for a substantial recovery (70% to 90%) of
principal in the event of payment default.  The company plans to
use proceeds from the notes to repay project-level debt and
borrowings under its secured credit facilities, including debt
incurred subsequent to the first quarter, as well as raise cash
for general corporate purposes.

"The ratings reflect an aggressive financial risk profile because
of BRP's weak EBITDA-based metrics," said Standard & Poor's credit
analyst George Skoufis.  "We acknowledge the reduction in secured
debt that will result from the proposed refinancing, yet we expect
BRP to maintain access to six separate credit facilities with
total capacity growing to $1.1 billion, which is significant
relative to its size," he added.

S&P views the business risk profile as "weak."  BRP's operations
rely on the cyclical and capital-intensive land development and
homebuilding businesses.  Over the near to intermediate term, the
company should be well positioned to produce growth out of both
segments as housing continues to steadily recover.  S&P also views
BRP's management and governance as "fair."

"The outlook is stable.  We expect continued stability in BRP's
Canadian markets and steady recovery in the U.S. housing markets
to support revenue and EBITDA growth leading to steady credit
metrics and continued adequate liquidity.  The land development
business, while cyclical, should support BRP's growth as many
homebuilders continue to invest in new land to support future
growth.  We would consider raising the rating if housing and land
sales are more robust than we assume, primarily due to sustainable
improvement in the U.S. housing market and steady performance in
Canada, resulting in improved cash flow such that debt to EBITDA
improves to the 3x to 4x range.  Alternatively, we could lower the
ratings if the recovery in the U.S. falters or the Canadian
housing market softens such that debt to EBITDA doesn't improve
over the next two years and/or liquidity becomes constrained," S&P
noted.


BUILDERS GROUP: Section 341(a) Meeting Scheduled for July 19
------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Builders Group &
Development Corp. will be held on July 19, 2013, at 9:00 a.m. at
341 Meeting Room, Ochoa Building, 500 Tanca Street, First Floor,
San Juan.  Creditors have until Oct. 17, 2013, to submit their
proofs of claim.  For governmental agencies, the bar date will be
Dec. 16, 2013.

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.

Builders Group & Development Corp., doing business as Cupey
Professional Mall, sought Chapter 11 protection (Bankr. D.P.R.
Case No. 13-04867) on June 12 in San Juan, Puerto Rico, its home-
town.  The company sought bankruptcy on the eve of a foreclosure
sale of its property.  The Debtor estimated at least $10 million
in assets and liabilities in its petition.  The Debtor is
represented by G A Carlo-Altieri & Associates.
Jose M. Monge Robertin, CPA, serves as accountant.


CIMASA PROPERTIES: Motel Owner Files Ch.11 to Avoid Foreclosure
---------------------------------------------------------------
CIMASA Properties, LLC, owner of the Quality Inn motel in Morehead
City, North Carolina, sought Chapter 11 bankruptcy protection
(Bankr. E.D.N.C. Case No. 13-03675) on June 7, 2013.  Judge Randy
D. Doub presides over the case.  George M. Oliver, Esq., at Oliver
Friesen Cheek, PLLC, serves as the Debtor's counsel.

The motel operator scheduled $4,122,315 in assets and $3,576,178
in liabilities.  A list of the Company's six largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nceb13-3675.pdf The petition was
signed by Steven Arp, member/manager.

Chris Bagley, writing for the Triangle Business Journal, reports
that the bankruptcy appeared to be aimed at staving off a
foreclosure action by First Bank of Troy.  CIMASA Properties owes
First Bank $2.7 million on a mortgage.  CIMASA also owes nearly
$800,000 to a second secured lender and about $150,000 to a range
of trade creditors.

According to Mr. Bagley, one of CIMASA's minority owners is suing
it in Mecklenburg County for money owed.


CONGROLEUM CORP: Integrity Insurance Ducks Asbestos Coverage
------------------------------------------------------------
Ama Sarfo of BankruptcyLaw360 reported that New Jersey appeals
court upheld a liquidation court ruling that struck bankrupt
Congoleum Corp.'s requests for excess insurance coverage from
Integrity Insurance Co. for asbestos-related claims because the
claims' liability and value allegedly weren't fixed by a deadline
in Integrity's amended liquidation closing plan.

According to the report, the Congoleum Plan Trust told the
Appellate Division it only sought approval for claims that were
identified, processed and settled before the June 2009 deadline.
The Appellate Division said the claims couldn't be approved, the
report related.

                   About Congoleum Corporation

Based in Mercerville, New Jersey, Congoleum Corporation
(PINKSHEETS: CGMCQ) -- http://www.congoleum.com/-- manufactures
resilient sheet and tile and plank flooring products available in
a wide variety of product features, designs and colors.

The Company filed for Chapter 11 protection on December 31, 2003
(Bankr. D. N.J. Case No. 03-51524) as a means to resolve claims
asserted against it related to the use of asbestos in its products
decades ago.  Richard L. Epling, Esq., Robin L. Spear, Esq., and
Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
and Paul S. Hollander, Esq., and James L. DeLuca, Esq., at Okin,
Hollander & DeLuca, LLP, represent the Debtors.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.

Various entities have filed bankruptcy plans for the Debtors.  In
February 2008, the legal representative for future asbestos-
related claimants; the asbestos claimants' committee; the official
Committee of holders of the Company's 8-5/8% Senior Notes due
August 1, 2008; and Congoleum jointly filed a joint plan of
reorganization.  Various objections to the Joint Plan were filed.
In June 2008, the Bankruptcy Court issued a ruling that the Joint
Plan was not legally confirmable.

In August 2008, the Bondholders' Committee, the ACC, the FCR,
representatives of holders of prepetition settlements and
Congoleum entered into a term sheet describing the proposed
material terms of a new plan of reorganization and a settlement of
avoidance litigation with respect to prepetition claim settlement.
Certain insurers and a large bondholder filed objections to the
Litigation Settlement or reserved their rights to object to
confirmation of the Amended Joint Plan.  The Bankruptcy Court
approved the Litigation Settlement in October 2008.  The Amended
Joint Plan was filed in November 2008.

In January 2009, certain insurers filed a motion for summary
judgment seeking denial of confirmation of the Amended Joint Plan.
On February 26, 2009, the Bankruptcy Court rendered an opinion
denying confirmation of the Amended Joint Plan.  Moreover, the
Bankruptcy Court dismissed Congoleum's bankruptcy case.

On February 27, 2009, Congoleum and the Bondholders' Committee
appealed the Order of Dismissal and the ruling denying plan
confirmation to the U.S. District Court for the District of New
Jersey.  The District Court overturned the dismissal order, and
assumed jurisdiction of the bankruptcy proceedings.

In June 2010, Congoleum Corporation obtained from the District
Court of New Jersey an order confirming Congoleum's Plan of
Reorganization.


COUNTRYWIDE INSURANCE: A.M. Best Affirms 'C+' Fin. Strength Rating
------------------------------------------------------------------
A.M. Best Co. has revised the outlook to stable from negative and
affirmed the financial strength rating of C+ (Marginal) and the
issuer credit rating of "b-" of Country-Wide Insurance Company
(CWIC) (New York, NY).

The revision in the outlook for both ratings reflects the effect
of management's continued efforts to improve performance in light
of the recent regulatory changes within New York State regarding
the insurance claim timeframes specific to Personal Injury
Protection (PIP) claims going forward.  This recent change will
allow an insurance company to deny suspected abusive or fraudulent
PIP claims when it has requested information from a health care
provider to support its position that the treatment rendered was
medically necessary, and such evidence is not provided within the
allotted 120-day period.  Management expects this change to lessen
reserve requirements and loss adjustment expenses over time.

The ratings, however, continue to reflect CWIC's continued
underperformance (although improved) of its underwriting returns
due to levels of previous elevated exposure growth, continued
elevated gross and net underwriting leverage, historical
unfavorable loss reserve development trends and dependence on
reinsurance, all of which have led to the company's recent
marginal risk-adjusted capitalization.  These negative rating
attributes are partially offset by management's continued
proactive efforts to improve and buttress the stringent
underwriting and claims controls, as well as its efforts to
fortify reserves and lower its reinsurance dependency by reducing
its quota share reinsurance contract in the current year.

A.M. Best does not expect to upgrade or downgrade (or place a
positive/negative outlook on) the ratings of CWIC in the near to
mid-term.  Such actions would ensue if the group continues to
improve its performance and add to capital to surplus, or
conversely, was to resume incurring material losses in its
underwriting results despite recent corrective efforts, or have
further substantial adverse reserve development relative to its
peers, as well as the industry's averages.


DALLAS ROADSTER: Court to Consider Plan Outline on July 22
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas will
convene an adequacy hearing on July 22, 2013, at 10:30 a.m., for
the Third Amended Disclosure Statement describing the Chapter 11
plan of Dallas Roadster Limited.

Interested parties are given until July 15 to file written
objections on the Third Amended Disclosure Statement.

The Third Amended Disclosure Statement, dated May 24, 2013,
provides additional information concerning the background,
characterization, treatment and nature of certain classes under
the plan -- specifically Claim Classes 7, 8, 11 & 12:

Class 7 Investors -- are creditors who have loaned the Debtor
Money, but whose loans are not in writing and no explicit
repayment terms were agreed on.  The Disclosure Statement notes
that none of the members of this Class is an insider of Dallas
Roadster.

Class 8 Alberto Dal Cin -- is someone who has historically loaned
money to the Debtor and has received repayment for such loans.
The Plan characterizes Class 8 Claim as an unsecured claim to be
repaid in the amount of whatever is determined to be his net
investment in Dallas Roadster.  The Plan contemplates that his
net investment will be repaid by monthly payments of $8,000 each.

Classes 11 & 12 (and IEDA Classes 9 and 10) Subrogation Rights --
these classes are both related to contingent claims.  The Plan
states that the Debtor will have a right of subrogation in the
event it is required to make any payments by virtue of its
contingent liability.

A full-text copy of the 3rd Amended Disclosure Statement is
available for free at:

       http://bankrupt.com/misc/DALLASROADSTER_3rdAmdDS.PDF

As reported by The Troubled Company Reporter on Feb. 6, 2013, the
Bankruptcy Court denied approval of the Second Disclosure
Statement.  The Court overruled objections regarding restrictions
on Debtors' expenditures but the Court sustained objections with
respect to, among other things, disclosures regarding litigation
costs, treatment of insider claims, and subrogation rights.
Objections were filed by Texas Capital Bank, N.A., and Alberto Dal
Cin.

The TCR also reported on June 3, 2013, that the Court entered a
ruling that the Debtors will have until Aug. 15, 2013 to either
confirm a plan of reorganization or convert their cases into
Chapter 7 proceedings.  If the Debtors fail to timely comply with
the case resolution deadline, the U.S. Trustee may upload an order
converting the cases to Chapter 7 without the requirement for
further notice or hearing.  The Debtors may obtain an extension of
the case resolution deadline though for cause on motion filed
before the case resolution deadline.

           About Dallas Roadster and IEDA Enterprises

Dallas Roadster, Limited, owns and operates an auto dealership
with locations in both Richardson and Plano, Texas.  IEDA
Enterprises, Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the
Debtors' bankruptcy counsel.  Dallas Roadster disclosed $9,407,469
in assets and $4,554,517 in liabilities as of the Chapter 11
filing.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DEEP PHOTONICS: Plans to Use Litigation Profits to Pay Creditors
----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that laser
manufacturer Deep Photonics Corp. submitted its Chapter 11
reorganization plan, which relies on the proceeds of pending
litigation in Oregon against its former CEO as well as future
company profits to repay its general unsecured creditors in full.

According to the report, the company owes about $3.2 million to
its unsecured creditors, about $1.9 million of which is held by
the defendants in the state litigation against former CEO Joseph
G. LaChapelle, other former employees, a competitor and a former
customer.

                       About Deep Photonics

Deep Photonics Corporation filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35626) on July 20, 2012.  Deep Photonics designs
and manufactures innovative solid-state fiber lasers.  The Debtor
scheduled $75,111,128 in assets and $4,917,393 in liabilities.
Bankruptcy Judge Trish M. Brown presides over the case.  Timothy
J. Conway, Esq., at Tonkon Torp LLP, serves as the Debtor's
counsel.  The petition was signed by Theodore Alekel, president.


DELTA AIR: Fitch Affirms 'B+' Issuer Default Rating
---------------------------------------------------
Fitch Ratings has revised Delta Air Lines, Inc.'s (DAL) Rating
Outlook to Positive from Stable. In addition, Fitch has affirmed
DAL's Issuer Default Rating (IDR) at 'B+'.

The Positive Outlook revision is driven by Delta's continued solid
operating performance, industry leading unit revenue growth,
improving balance sheet, and continuing positive free cash flow
generation, all of which could combine to move DAL's credit
profile into the 'BB' rating category in the next 12 months.

The ratings are also supported by DAL's competitive position in
the U.S. airline industry, strong labor relations, credit metric
levels, liquidity position, impact of net operating losses on cash
taxes, ROIC focus, and structural cost reduction efforts. The
company's Trainer fuel refinery strategy is a potential source of
savings and competitive advantage in the intermediate term, but
the project is still in its early stages at this point and remains
unproven. The ratings are also supported by underlying
improvements in the airline industry including consolidation among
the legacy carriers and capacity constraint, which have led to an
improved risk profile and better profitability for the industry as
a whole.

Key credit concerns include the company's underfunded pension,
recently initiated shareholder focused cash deployment actions,
average age of the aircraft fleet, and near-term pressures on non-
fuel CASM, partly offset by structural cost reduction actions.
Other concerns include industry risks that are typical for any
airline, including fuel prices, event risk, and macroeconomic
concerns.

Key Rating Drivers:

Fitch views Delta as one of the strongest competitors among the
legacy airlines in recent years, consistently outperforming its
peers in several areas. Monthly unit revenue growth (PRASM) has
topped the industry average for nearly two years driven by market
share gains in corporate travel, and by continued capacity
constraint. Delta's strategy to win high margin corporate accounts
and expand its presence in the lucrative New York market is making
significant progress. Revenue from corporate travelers rose by 11%
in 2012 despite an overall decrease in capacity. Fitch believes
the recent investment in Virgin Atlantic could provide another
boost to Delta's corporate market share later this year as the
company begins to offer more frequent service from New York to
London.

In addition, capacity discipline has kept load factors in the mid
80% range, and Delta plans to keep capacity flat to slightly down
in 2013, which is in line with expectations for most other U.S.
airlines. Fitch expects that industry-wide capacity constraint
should foster an environment where Delta can continue to generate
meaningful unit revenue growth, which should continue through 2013
based on sustained high load factors and steady demand for air
travel. However, the pace is expected to moderate compared to the
significant gains in 2011 and 2012.

The Positive Outlook also reflects DAL's above average operating
margins. Latest 12 months (LTM) EBITDA margin as of March 31, 2013
was 11.2%, which was higher than all other major U.S. carriers
with the exception of Southwest. Delta maintains a unit cost
advantage over most of the industry due to the costs it was able
shed in bankruptcy, and the synergies realized after the merger
with Northwest Airlines.

Delta is facing some near-term headwinds in the cost area as the
higher wage rates agreed to in last year's pilot contract start to
take effect. However, these pressures are partially mitigated by
the $1 billion structural cost reduction program started in 2012.
Initiatives include reducing its fleet of regional jets,
redesigning its maintenance program, and increasing employee
productivity. Fitch expects EBITDA margins to remain relatively
flat in the intermediate term, but to remain in the double digits,
representing solid results for a typically low-margin industry.

Significant debt reduction in recent years also contributes to
DAL's improving credit profile. On an unadjusted basis, Delta has
paid down just over $4 billion since year-end 2009. Adjusted debt,
which includes operating leases, is down by $6.5 billion over the
same time period. Debt reduction was $1 billion in 2012 and
approximately $400 million in the first quarter of 2013. Fitch's
projections incorporate modest additional debt reduction in the
rest of 2013, but the company has the opportunity to reduce debt
more than $1.5 billion through debt maturities and amortization as
well as buying out operating leases. Debt maturities through the
end of 2015 total approximately $4 billion.

Adjusted leverage (gross adjusted debt/EBITDAR) as of March 31,
2013 was 4.1x, which is below most industry peers and is down
significantly from as high as 9.5x at year-end 2009. Fund from
operations (FFO) adjusted leverage was 5.5x, reflecting the full
impact of DAL's high pension contributions. The company remains
committed to further debt reduction and expects to reach its goal
of $10 billion in adjusted net debt (calculated differently than
Fitch's amounts) this year. Delta has also set a new goal of
reducing adjusted net debt to $7 billion over the next five years.
Fitch views DAL's focus on improving the health of its balance
sheet to be a notable credit positive.

Consistent free cash flow (FCF) generation has been a
distinguishing factor for Delta, with four consecutive years of
positive FCF. From 2009-2012, Delta generated cumulative FCF of
$3.2 billion or 2.4% of cumulative revenue. This is slightly lower
on a percentage of revenue basis compared to United, but well
above most other U.S. airlines, which generated either negative or
minimal free cash for the period.

Delta generated $508 million in free cash in 2012, which is
significant given that average fuel prices that were higher than
those seen in 2008. Fitch conservatively projects FCF could be
lower in 2013 due to increased capital spending, but is expected
to rebound beginning in 2014 when capital expenditures are
expected to be lower.

Liquidity and financial flexibility remain consistent with the
rating. Delta had $3.6 billion of cash on hand at the end of the
first quarter plus $1.8 billion in availability under various
credit facilities. Cash plus revolver capacity equates to 14% of
LTM revenue, which is at the low end of the peer group. However,
current liquidity is sufficient to cover near term maturities and
day to day operations. In addition, Delta has lighter capital
spending than some of its airline peers given its strategy of
purchasing older planes, thus avoiding the capital requirements
that accompany heavy delivery schedules of new aircraft.

Primary rating concerns include cash commitments for Delta's
significantly underfunded pension plan and newly implemented
dividend and share repurchase programs. Required pension
contributions are expected to be around $700 million annually for
the next 10 years, representing a significant and inflexible cash
commitment. In recent years Delta has produced ample cash flow to
meet these requirements, but pension contributions could become a
meaningful burden in the event of an economic downturn. DAL's
pension deficit was approximately $13.3 billion at the end of
2012, and it was only 38% funded.

Delta has implemented a dividend of $200 million/year and intends
to buy back $500 million in shares over the next three years.
Although the cash commitments represent a concern given DAL's
pension obligations and still high debt levels, Fitch notes that
Delta initiated its dividend/repurchase programs at relatively
modest amounts, and Fitch forecasts the company should maintain
the ability to invest in the business or pay down debt unless cash
flow becomes strained.

Other concerns include industry risks that are typical for any
airline, including fuel prices, event risk, and macroeconomic
concerns. The industry remains highly leveraged to the overall
macroeconomic environment. A future downturn could significantly
impact the demand for air travel resulting in lower yields and
load factors and higher unit costs. Somewhat offsetting this risk
is the correlation between oil prices and economic activity. In a
recession scenario, oil prices would likely drop, lowering the
company's largest expense item.

The airline industry also remains highly competitive. Not only do
domestic carriers compete with one another, but increasingly,
well-funded Middle Eastern carriers are growing their
international footprints, creating more competition for lucrative
long-haul routes.

Recovery Ratings: The notching for Delta's secured debt (see
below) reflects Fitch's recovery expectations under a scenario in
which distressed enterprise value is allocated to the various debt
classes. Senior debt which is secured both by aircraft and non-
aircraft collateral (including slots, gates, routes, ground
equipment, etc.) is expected to receive substantial recovery (91%-
100%, implying a rating of 'RR1') in a default scenario.

Rating Sensitivities

A positive rating action could be considered if adjusted leverage
declines below 4.0x, the company continues to pay down meaningful
amounts of debt, and FCF generation is stronger than expected.
Successful implementation of cost saving measures which offset
higher labor costs and help to maintain operating margins would
also be viewed as a credit positive.

A negative rating action is not anticipated at this time, but
potential negative rating drivers include a steep macroeconomic
decline or an unexpected fuel or demand shock. Ratings could also
be pressured if Delta were to increase dividends or share
repurchases to an extent that impacts the health of the balance
sheet.

Fitch has affirmed Delta's ratings as follows:

Delta Air Lines, Inc.

-- IDR at 'B+';

-- $1.2 billion senior secured revolving credit facility due 2016
    at 'BB+/RR1';

-- $1.4 billion senior secured term loan due 2017 at 'BB+/RR1'.


DEMCO INC: Creditors Have Until Aug. 1 to File Proofs of Claim
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
established Aug. 1, 2013, as the deadline for any individual or
entity to file proofs of claim against Demco, Inc.

Demco, Inc., aka Decommissioning & Environmental Management
Company, is a specialty trade contractor based in West Seneca, New
York, which provides demolition services, nuclear work,
environmental clean-up, disaster response and a variety of other
services throughout the United States and, on a project-by-project
basis, internationally.  Some of Demco's better known demolition
projects in the past have included the Rocky Flats Nuclear Power
Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial
Auditorium, and the Sunflower Army Ammunition Plant.

Demco filed for Chapter 11 protection (Bankr. W.D.N.Y. Case No.
12-12465) on Aug. 6, 2012.  Bankruptcy Judge Michael J. Kaplan
presides over the case.  Daniel F. Brown, Esq., at Andreozzi,
Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represents the
Debtor in its restructuring effort.  The Debtor estimated assets
and debts at $10 million to $50 million.  The petition was signed
by Michael J. Morin, controller.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
creditors to serve on the Official Committee of Unsecured
Creditors.

First Niagara Bank, the cash collateral lender, is represented by
William F. Savino, Esq., at Damon Morey.


DETROIT, MI: S&P Lowers Ratings on 3 COPs to D on Debt Non-Payment
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term and
underlying ratings (SPURs) to 'D' from 'CC' on the city of
Detroit, Mich.'s series 2005A, 2006A, and 2006B pension obligation
certificates of participation.

"The downgrade reflects non-payment of debt service on the
scheduled principal and interest payment date of June 15," said
Standard & Poor's credit analyst Jane Hudson Ridley.


DETROIT, MI: Recovery Plan Dips Into Pensions to Keep City Afloat
-----------------------------------------------------------------
Chris Christoff & Steven Church, writing for Bloomberg News,
reported that Detroit Emergency Manager Kevyn Orr's proposal to
cut pension benefits previously thought sacrosanct for 30,000
workers and retirees may tip Detroit into bankruptcy if unions
don't play along.

According to the report, getting dispassionate bondholders to take
partial payment will be easier than wresting retirement cuts from
unions, said Ken Schneider, a Detroit bankruptcy lawyer. He said
Orr's June 20 meeting with unions and creditors meant to frame
negotiations over $17 billion in debt and obligations may presage
the largest U.S. municipal bankruptcy.

"It's one thing for union leaders to say, 'This was forced on us
by a court,' and something else to say, 'We agreed to this,'"
Schneider said in a telephone interview with Bloomberg. "That's a
harder sell to your members."

Orr's plan will test retirees' contention that Michigan's
constitution protects vested pension benefits, the report pointed
out. No such shield exists, the state-appointed manager's advisers
said June 14 when they unveiled his plan to restructure Michigan's
largest city, a former auto-manufacturing powerhouse that lost
one-quarter of its population since 2000. Orr has said that if he
doesn't get what he wants, Chapter 9 bankruptcy would be a last
resort.

Detroit missed a $39.7 million payment on debt issued to bolster
its pensions that was due June 14, its first failure to repay
bondholders, the report recalled. The city has about $1.5 billion
of such obligations, which Fitch Ratings cut yesterday to D, its
lowest credit grade.


DESERT LAND: Gonzalez Loses Bid for Preliminary Injunction
----------------------------------------------------------
District Judge Robert C. Jones in Nevada denied the Plaintiff's
Motion for Preliminary Injunction in the lawsuit, TOM GONZALES,
Plaintiff, v. DESERT LAND, LLC et al., Defendants, No. 3:11-cv-
00613-RCJ-VPC (D. Nev.).  A copy of the Court's May 28, 2013 Order
is available at http://is.gd/vzWWYDfrom Leagle.com.

On Dec. 7, 2000, Tom Gonzales loaned $41.5 million to Defendants
Desert Land, LLC and Desert Oasis Apartments, LLC to finance their
acquisition and/or development of land ("Parcel A") in Las Vegas,
Nevada. The loan was secured by a deed of trust. On May 31, 2002,
Desert Land and Desert Oasis Apartments, as well as Desert Ranch,
LLC (the "Desert Entities"), each filed for bankruptcy, and Judge
Jones jointly administered those three bankruptcies while sitting
as a bankruptcy judge.  Judge Jones confirmed the second amended
plan, and the Confirmation Order included a finding that a
settlement had been reached under which Gonzales would extinguish
his note and reconvey his deed of trust, Gonzales and another
party would convey their fractional interests in Parcel A to
Desert Land so that Desert Land would own 100% of Parcel A,
Gonzales would receive Desert Ranch's 65% in interest in another
property, and Gonzales would receive $10 million if Parcel A were
sold or transferred after 90 days (the "Parcel Transfer Fee").
Gonzales appealed the Confirmation Order, and the Bankruptcy
Appellate Panel affirmed, except as to a provision subordinating
Gonzales's interest in the Parcel Transfer Fee to up to $45
million in financing obtained by the Desert Entities.

Gonzales sued Desert Land, Desert Oasis Apartments, Desert Oasis
Investments, LLC, Specialty Trust, Specialty Strategic Financing
Fund, LP, Eagle Mortgage Co., and Wells Fargo (as trustee for a
mortgage-backed security) in state court for: (1) declaratory
judgment that a transfer has occurred entitling him to the Parcel
Transfer Fee; (2) declaratory judgment that the lender Defendants
knew of the bankruptcy proceedings and the requirement of the
Parcel Transfer Fee; (3) breach of contract (for breach of the
Confirmation Order); (4) breach of the implied covenant of good
faith and fair dealing (same); (5) judicial foreclosure against
Parcel A under Nevada law; and (6) injunctive relief. Defendants
removed to the Bankruptcy Court. The Bankruptcy Court recommended
withdrawal of the reference because Judge Jones issued the
underlying Confirmation Order while sitting as a bankruptcy judge.
One or more parties so moved, and the Court granted the motion.
The Court dismissed the second and fifth causes of action. The
first, third, fourth, and sixth claims against the Desert Entities
and Eagle Mortgage Co. remained at that stage, and the Court later
granted Defendants' counter-motion for summary judgment.

Most recently, the Plaintiff asked the Court to reconsider and to
clarify which, if any, of its claims remained, and the Defendants
asked the Court to certify its March 4, 2013 summary judgment
order under Rule 54(b) and to enter judgment in their favor on all
claims. The Court denied the motion to reconsider, clarified that
it had intended to rule on all claims, certified the March 4, 2013
ruling for immediate appeal, and invited the Defendants to submit
a proposed judgment, as the Plaintiffs had not yet done so.  The
Defendants have now submitted a proposed judgment, and the
Plaintiff has asked the Court to enjoin the Defendants from
further encumbering Parcel A with loans or mechanic's liens until
the Court of Appeals rules.

In denying the Plaintiff's Motion for Preliminary Injunction,
Judge Jones said the Plaintiff has not shown a likelihood of
irreparable harm, because his claim is one for payment of money
under the Confirmation Order, i.e., the Parcel Transfer Fee. That
measure of relief cannot be irreparably lost by any liens over-
encumbering Parcel A. The transfer of Parcel A is simply the
trigger for the payment of the Parcel Transfer Fee under the
Confirmation Order. Plaintiff has no direct interest in Parcel A
itself. Even if the Court of Appeals were to reverse on this point
and hold that the Plaintiff has an immediately enforceable
equitable lien against Parcel A itself to secure the payment of
the Parcel Transfer Fee, the Plaintiff's right to the title of the
land is not at risk, and any lost value of that collateral through
encumbrance or waste is plainly reparable with money damages. The
Plaintiff can be assured that the Court will, if the Court of
Appeals reverses and rules that the Plaintiff has an equitable
lien against Parcel A, ensure that he is fully compensated, i.e.,
that the Court will retain jurisdiction to adjudicate any
deficiency after foreclosure of Parcel A to satisfy the Parcel
Transfer Fee.

Specialty Trust, Inc., Debtor, In Re, is represented by Douglas D.
Gerrard, Esq., at Gerrard, Cox & Larsen; and Michelle N. Kazmar,
Esq., and Sallie B. Armstrong, Esq., -- sarmstrong@downeybrand.com
-- at Downey Brand LLP.  The lawyers also represent defendants
Specialty Mortgage Corp., and Specialty Strategic Financing Fund
LLC.

Eagle Mortgage Company, Inc., Defendant, is represented by Eagle
Mortgage Company, Inc.

Tom Gonzales is represented by Carol L. Harris, Esq., Matthew S.
Carter, Esq., and J. Randall Jones, Esq. -- c.harris@kempjones.com
m.carter@kempjones.com and r.jones@kempjones.com -- at Kemp,
Jones & Coulthard, LLP; Janet L. Chubb, Esq., and Louis Martin
Bubala, III -- jchubb@armstrongteasdale.com and
lbubala@armstrongteasdale.com -- at Armstrong Teasdale, LLP; and
Steven Mishan, Esq., at The Law Offices of Steven Mishan, P.A.


DOGWOOD PROPERTIES: Seeks Further Use of M&F Cash Collateral
------------------------------------------------------------
Dogwood Properties, G.P., filed a second motion seeking authority
from the U.S. Bankruptcy Court for the Western District of
Tennessee, Western Division, to further use cash collateral
securing its prepetition indebtedness with Merchants & Farmers
Bank.

The Debtor is obligated to M&F on eight individual Promissory
Notes secured by deeds of trust and assignments of rents on eight
single-family rental homes.  One of the M&F properties is located
at 2281 Ardmore, in Memphis, Tennessee.  On January 22, 2013, 2281
Ardmore was vandalized.  Dogwood filed an insurance claim for
damage caused by the vandalism event with its insurance provider,
Builders Mutual.  Dogwood received a check in the amount of
$19,379 from Builders Mutual.  Contractor Chad Wilson has provided
an estimate of repair and restoration cost to Dogwood.  Chad
Wilson estimates that total repair and restoration cost will be
$22,400.

By the Motion, the Debtor seeks authority to use the insurance
proceeds to repair damage to the house located at 2281 Ardmore.

M&F objects to the Debtor's motion, complaining that (a) the
insurance proceeds were not turned over to M&F Bank in accordance
with the prepetition loan documents; (b) the Debtor submitted no
other competing bids or repair estimates other than that of Mr.
Wilson; (c) the Debtor provided no information regarding Mr.
Wilson's contractor credentials, licenses, and insurance; and (d)
2281 Ardmore Cove is in Frayser.

Without waiving any legal right or privilege, including, but not
limited to, valuation of M&F Properties, M&F Bank offers full and
final release of its lien on 2281 Ardmore Cove in exchange for the
insurance check in the amount of $19,379.

A hearing on the Debtor's request will be held on June 19, 2013,
at 10:00 AM.

Russell W. Savory, Esq., at Gotten, Wilson, Savory & Beard, PLLC,
in Memphis, Tennessee, for the Debtor.  Brent A. Heilig, Esq., in
Memphis, Tennessee, for M&F.

                           About Dogwood

Dogwood Properties, G.P., owns and operates 110 single-family
rental homes, all located in Shelby and DeSoto counties in
Tennessee.  The total value of its real estate holdings is
estimated to be $9,985,000.  Dogwood has nine secured lenders who
are owed a total of approximately $14,486,000.

Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn.
Case No. 13-21712) on Feb. 16, 2013.  Judge Jennie D. Latta
presides over the case.  Gotten, Wilson, Savory & Beard, PLLC,
serves as the Debtor's counsel.


DRAGON BRIGHT: Incurs $908K Net Loss in 2012
--------------------------------------------
Dragon Bright Mintai Botanical Technology (Cayman) Limited filed
on June 17, 2013, its annual report on Form 20-F for the fiscal
year ended Dec. 31, 2012.

Albert Wong & Co., in Hong Kong, noted that the Group reported a
total comprehensive loss of approximately $0.9 million for the
year ended Dec. 31, 2012, and had accumulated losses attributable
to owners of the Company of approximately $2.3 million at Dec. 31,
2012.  "In addition, the Group has a limited operating history and
generated revenue US$14,982 in 2012.  These conditions raise
substantial doubt about the Group's ability to continue as a going
concern."

The Company reported a net loss of $907,804 on $14.092 of revenue
in 2012, compared to a net loss of $1.9 million on $47 of revenue
in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $2.6 million
in total assets, $1.6 million in total liabilities, and equity of
$1.0 million.

Dragon Bright Mintai Botanical Technology (Cayman) Limited is a
holding company established on Feb. 17, 2011, as an exempted
company incorporated with limited liability under the laws of the
Cayman Islands.  The Company is in the initial stages of
developing a business in the forest seedling industry.  Its main
business is the mass propagation and sale of bamboo-willow
seedlings and its secondary business is the sale of bamboo-willows
as wood pulp generated from our trial bamboo-willow tree
plantation business.


EAST COAST BROKERS: Hearing on Case Dismissal Continued to June 24
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, in a
pro memo, continued until June 24, 2013, the hearing to consider
U.S. Trustee's motion to dismiss the Chapter 11 cases of East
Coast Brokers & Packers, Inc.

As reported by the Troubled Company Reporter on May 29, 2013,
Guy G. Gebhardt, the Acting U.S. Trustee for Region 21, by and
through Denise E. Barnett, requested that the Court enter an
order dismissing the cases, or in the alternative, converting the
cases based on the Debtors' failure to provide proof of insurance
coverage on substantial amount of the Debtors' real and personal
property and other matters.

As reported by the TCR on May 9, 2013, MLIC Asset Holdings LLC and
MLIC CB Holdings LLC asked the Bankruptcy Court to appoint a
Chapter 11 trustee, or dismiss the Debtors' cases.  According to
the MLIC entities, the Debtors, among other things, had mishandled
the potential rents from employees, failed to pay taxes, failed to
maintain insurance, has inadequate security regarding the Debtors'
personal and real property, and delayed the filing of schedules
and reports required under the Bankruptcy Code.

             About East Coast Brokers & Packers, Inc.

East Coast Brokers & Packers, Inc., along with four related
entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast Brokers
& Packers disclosed $12,663,307 in assets and $75,181,975 in
liabilities as of the Chapter 11 filing.  Scott A. Stichter, Esq.,
at Stichter, Riedel, Blain & Prosser, in Tampa, serves as counsel
to the Debtors.  According to the docket, the Chapter 11 plan and
disclosure statement are due July 5, 2013.

An official committee of unsecured creditors has not been
appointed in the case.


EAST COAST BROKERS: Taps Warren Averett as Accountants
------------------------------------------------------
East Coast Brokers & Packers, Inc., et al., ask the U.S.
Bankruptcy Court for the Middle District of Florida for permission
to employ Warren Averett LLC as certified public accountants.

Warren Averett will, among other things, prepare the Debtors'
federal and state tax returns and assist in the preparation of the
Debtors' monthly operating reports.

The hourly rates of Warren Averett's personnel are:

         Partner                       $300
         Senior Manager                $225
         Manager                   $185 - $205
         Senior                    $130 - $145
         Associates                 $70 -  $80
         Supervisor                     $70

Warren Averett requires a $10,000 retainer before beginning the
services.  The retainer will be paid by Batista J. Madonia, III
also known as Batista J. Madonia, Jr., a non-debtor.

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

             About East Coast Brokers & Packers, Inc.

East Coast Brokers & Packers, Inc., along with four related
entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast Brokers
& Packers disclosed $12,663,307 in assets and $75,181,975 in
liabilities as of the Chapter 11 filing.  Scott A. Stichter, Esq.,
at Stichter, Riedel, Blain & Prosser, in Tampa, serves as counsel
to the Debtors.  According to the docket, the Chapter 11 plan and
disclosure statement are due July 5, 2013.

An official committee of unsecured creditors has not been
appointed in the case.


EASTMAN KODAK: Creditors Agree to Backstop $406MM Rights Offering
-----------------------------------------------------------------
Eastman Kodak Company on June 18 disclosed that, subject to Court
approval, key creditors have agreed to backstop a $406 million
rights offering for common stock in the company upon its emergence
from Chapter 11.  Kodak expects to use the proceeds of the rights
offering to fund distributions under Kodak's revised Plan of
Reorganization, including the repayment of its second lien
creditors, who will no longer receive equity in the Plan.

The proposed rights offering permits Kodak to offer its creditors
up to 34,000,000 shares of common stock for the per share purchase
price of $11.94, equivalent to approximately 85% of the equity of
Kodak upon emergence.  The mechanics of the offering will be
detailed in full in the relevant Court filings.  The creditors
proposing the backstop commitment are GSO Capital Partners,
BlueMountain Capital, George Karfunkel, United Equities Group and
Contrarian Capital.

"Attracting this additional funding is a strong vote of confidence
in both Kodak's Plan of Reorganization and in the actions we have
taken during our restructuring to create a solid future for our
company," said Antonio M. Perez, Kodak's Chairman and Chief
Executive Officer.  "This agreement, which serves as a critical
component of the capital structure for the emerging Kodak,
positions us to comprehensively settle our obligations with our
various key creditor constituencies."

Kodak's Official Committee of Unsecured Creditors has worked
closely with the company and the backstop commitment parties, and
has informed Kodak that it fully supports the backstop commitment
and related rights offering.

Kodak has filed a motion to approve the backstop commitment with
the U.S. Bankruptcy Court for the Southern District of New York,
which is scheduled to be heard on June 25, 2013, at the same
hearing as Kodak's motion to approve its Amended Disclosure
Statement.  Kodak also filed on June 18 an Amended Plan of
Reorganization.  In the coming days, Kodak intends to file a
proposed Order regarding the Rights Offering Procedures and an
Amended Disclosure Statement describing its Amended Plan.  All of
these are subject to Court approval.


EASTMAN KODAK: Moxtek Opposes UK Pension Fund Agreement
-------------------------------------------------------
Moxtek Inc. is opposing the technical aspects of Eastman Kodak
Co.'s proposal to sell its personalized imaging and document
imaging businesses to its U.K. pension fund to settle $2.8 billion
of claims.

In a June 17 filing, Moxtek criticized Kodak for giving
insufficient information about its treatment of their license
agreement and how the proposed deal would affect its rights under
the agreement.

Moxtek also said the information provided by Kodak isn't enough to
convince creditors that the consideration received from the U.K.
pension fund is "fair and reasonable."  The tech company pointed
out that aside from the insufficient appraisal or valuation
information, the proposed asset sale "is not subject to higher and
better offers or a public auction."

Moxtek Inc. is represented by:

         David H. Leigh, Esq.
         RAY QUINNEY & NEBEKER P.C.
         36 South State Street, Suite 1400
         P.O. Box 45385
         Salt Lake City, Utah 84145-0385
         Telephone: (801) 532-1500
         Facsimile: (801) 532-7543
         E-mail: dleigh@rqn.com

                   - and -

         Jeffrey A. Wurst, Esq.
         Jonathan S. Bodner, Esq.
         RUSKIN MOSCOU FALTISCHEK, P.C.
         East Tower, 15th Floor
         1425 RXR Plaza
         Uniondale, New York 11556-1425
         Tel: (516) 663-6600

                      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.


ENDO HEALTH: S&P Lowers CCR to 'BB-'; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services said it lowered all of its
ratings on pharmaceuticals company Endo Health Solutions Inc. by
one notch, including the corporate credit rating, which S&P
lowered to 'BB-' from 'BB'.  The rating outlook is stable.

"The rating action reflects our revised perception that Endo's
financial policies, including our expectation of debt-financed
acquisitions, will be indicative of an "aggressive" financial risk
profile, with adjusted leverage rising to and sustained above 4x
and funds from operations (FFO) to debt in the 12% to 20% range,"
said credit analyst Gail Hessol.  "We continue to view Endo's
business risk profile as "fair", because we expect product
diversity to improve, despite still-significant product and
therapeutic concentrations."

The rating outlook is stable, reflecting S&P's view that Endo will
continue to generate discretionary cash flow in excess of
$100 million per year in 2013 and 2014, and that leverage will
rise but remain below 5x.

S&P could raise the rating if the company stabilizes its revenue
and earnings base and S&P become convinced that leverage would
remain below 4x.  This could result from of a combination of
developments: if the pace of Lidoderm and Opana revenue declines
is slower than we expect; if growth in the company's generic drugs
or new drugs in its pipeline exceed S&P's expectations; and if
acquired businesses make a meaningful contribution.  Leverage
could also remain below 4x if acquisition activity is more
moderate than S&P anticipates, if the company meaningfully pays
down debt, or if it achieves higher than anticipated cost
synergies from acquired companies.

S&P could lower the rating if it expects leverage to rise above
5x.  This could occur if revenue from branded products drops more
rapidly than S&P expects, if cost reduction efforts are not as
successful as it anticipates, or if the company becomes more
aggressive in terms of acquisition activity.


ENRON CORP: Hearing Friday on Reduction of Skilling's Jail Time
---------------------------------------------------------------
John R. Emshwiller, writing for The Wall Street Journal, reports
that a hearing is scheduled for Friday in a Houston federal court
on whether to substantially reduce former Enron Corp. Chief
Executive Jeffrey Skilling's 24-year prison sentence.

Mr. Emshwiller's report also notes of the growing debate about the
rules for punishing white-collar criminals.  According to Mr.
Emshwiller, observers say Mr. Skilling's sentence helped boost
penalties for economic crimes.  A copy of the article is available
at http://is.gd/dnLgWcfrom WSJ [subscription required].

                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 01-16033) on Dec. 2, 2001,
following controversy over accounting procedures that caused its
stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP; Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on Nov. 17, 2004.  After approval of
the Plan, the new board of directors decided to change the name of
Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


EXIDE TECHNOLOGIES: Consumer Watchdog Wants Vernon Plant Closed
---------------------------------------------------------------
On June 17, Exide Technologies won a temporary reprieve that
prevents the Department of Toxic Substances Control (DTSC) from
enforcing its shutdown of the company's Vernon plant.

A broad coalition of residents, factory workers and community
leaders are asking Judge Luis Lavin and public agencies to put the
health of local communities, and families, before Exide's bottom
line.  The group says that allowing the company to restart
operations threatens Californians with renewed pollution of their
air and water.  A copy of the press release by the group is
available for free at http://is.gd/zdUw9h

                     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.


FHC HEALTH: Moody's Rates Proposed $165-Mil. Loans 'B1'
-------------------------------------------------------
Moody's Investors Service assigned a B1 rating to FHC Health
Systems, Inc.'s proposed $25 million senior secured revolving
credit facility and $140 million senior secured term loan. At the
same time Moody's affirmed the B2 Corporate Family Rating and
changed the probability of default rating to B3-PD. The rating
outlook remains stable.

Proceeds from the proposed transaction will be used to refinance
the company's existing first and second lien term loans, pay fees
and expenses, as well as increase balance sheet cash by
approximately $29 million.

The following rating actions were taken:

  $25 million senior secured revolving credit facility, assigned
  B1 (LGD2, 29%);

  $140 million senior secured term loan, assigned B1 (LGD2, 29%);

  Corporate Family Rating, affirmed at B2;

  Probability of Default Rating, downgraded to B3-PD from B2-PD.

The following ratings for FHC Health Systems, Inc. are affirmed
and will be withdrawn upon close of the proposed transaction:

  $15 million (originally $175 million) first lien term loan, due
  December 2013, affirmed at Ba2 (LGD2, 12%);

  $89 million second lien term loan, due June 2014, affirmed at B2
  (LGD4, 55%).

The outlook remains stable.

Ratings Rationale:

FHC's B2 Corporate Family Rating reflects the company's high
revenue concentration in its public sector segment from which it
derives about 75% of its revenue, as well as the company's
reliance on certain key contracts and the risk of the loss of one
of these key contracts. FHC's low margin, which is anticipated to
continue to be pressured because of competition as well as the
full effect of the company's risk contract with Massachusetts,
continues to weigh on the ratings. Offsetting some of these risks
are the Mental Health Parity Act and Health Care Reform that are
expected to widen the company's customer base and increase demand
for its products and services. Further supporting the rating is
FHC's enhanced liquidity profile, including reduced interest
expense and an improved debt maturity schedule. The rating also
derives support from debt leverage and coverage metrics (debt-to-
EBITDA, free cash flow-to-debt and [EBITDA-CAPEX]-to-interest
expense) that are strong for the rating category and from the
expectation that these metrics will continue to improve.

The stable outlook reflects the company's good liquidity profile
with the expectation that the company will continue to maintain
strong adjusted credit metrics, generate positive free cash flow,
and reduce debt.

The ratings could be downgraded if FHC is unable to renew existing
contracts or win new contracts sufficiently to offset potential
losses in revenue and EBITDA such that adjusted debt to EBITDA
were to increase to over 4.5 times. Additional margin pressure and
a deterioration in the company's ability to generate positive free
cash flow and maintain sufficient liquidity could also negatively
affect the rating. Lastly, debt financed dividends and/or
acquisitions could also lead to a downgrade.

A positive rating action could be supported by reduced near-term
risk of large contract losses with growth in revenue and EBITDA
from existing and new contract wins. An improvement in the
company's EBITDA margins while increasing revenue diversity in
FHC's segments and contract base could also lead to positive
rating pressure.

The principal methodologies used in rating FHC Health Systems,
Inc. were Global Business & Consumer Service Industry 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.

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.

FHC Health Systems, Inc. provides behavioral health care services
in the U.S. through its wholly owned subsidiary, ValueOptions,
Inc. ValueOptions provides behavioral managed care programs to the
public sector, employer groups, health plans, and federal
agencies. Headquartered in Norfolk, Virginia, FHC's revenue for
the last twelve month period ended March 31, 2013 was
approximately $1.1 billion.


FHC HEALTH: S&P Assigns 'BB-' Rating to Senior Secured Facilities
-----------------------------------------------------------------
Standard & Poor's Rating Services said it affirmed its 'B'
corporate credit rating on Norfolk, Va.-based FHC Health Systems
Inc.  The outlook is stable.  At the same time, S&P assigned its
'BB-' issue-level ratings on the company's senior secured credit
facilities with recovery ratings of '1', indicating expectations
for a very high recovery (90%-100%) in the event of a payment
default.

"The ratings on FHC Health Systems Inc. reflect its vulnerable
business risk profile and its significant financial risk profile,"
said Standard & Poor's credit analyst James Sung.

S&P bases the vulnerable business risk profile assessment on the
company's narrow product scope, key client concentrations, and
below average EBITDA margins, which are slightly offset by the
company's long-standing expertise in its industry and favorable
growth opportunities over the long term.  S&P bases the
significant financial risk profile largely on the company's
aggressive financial policies, which stem from its largely private
equity ownership structure.  Pro forma for the transaction, the
company's adjusted debt leverage will be 3.1x, as of March 31,
2013.

The stable outlook reflects S&P's expectation that FHC's leverage
will remain consistent with a significant financial risk profile
over long term.  For 2013, S&P expects revenues of more than
$1.3 billion, adjusted EBITDA of more than $65 million, and an
EBITDA margin in the mid-single digits.  Adjusted debt/EBITDA
could decrease to 2.6x by year-end 2013, with interest coverage of
5x and FFO to debt of about 25% in 2013.

S&P could consider lowering the rating if revenue growth falls
significantly short of expectations and operating margins
contract, thereby increasing leverage to 4.5x or more.  The loss
of one or two key clients, although highly unlikely over the 12
months, coupled with medical cost pressure, would be one potential
downside scenario.

Any rating upside over the next 12 months is limited, but S&P
would consider an upgrade after 12 months if the company can grow
and diversify its business profile while improving EBITDA margins,
with debt leverage of less than 3.5x on a sustained basis.


FIBERFORGE CORPORATION: Shuts Operations, Starts Liquidation
------------------------------------------------------------
Fiberforge Corporation has ceased operations and has executed and
filed an Assignment for the Benefit of Creditors in Chancery Court
of the State of Delaware on June 11, 2013.

"Although Fiberforge had a multitude of successful products and
growing interest in both the Automotive and Aerospace Industries,
the company itself struggled to reach sustained profitability with
its broad offerings of engineering services, parts manufacture,
and automated equipment."

Development Specialists, Inc. ("DSI") has been appointed as the
Assignee for the Benefit of Creditors.  By operation of this
Assignment, all of the assets of Fiberforge are transferred to the
Assignee for the purposes of sale and/or liquidation.  The
Assignee will market the assets in a manner to maximize value for
the creditors and stakeholders of the Company.  In order to
accomplish this, DSI as Assignee will prepare, organize and
effectuate a sale process for both the physical and intellectual
property of the Company.  The sale process will be subject to
Court approval and will provide for higher and better offers
subject to the terms of an acceptable stalking horse bid(s).  Per
Mr. Wheeler, from DSI, "We hope to find a bidder that will want to
purchase the entire package of physical and IP assets; if not, we
will attempt to liquidate each separately.  If buyers for these
lots cannot be located, we will explore a more typical wind down
auction process."

Fiberforge's manufacturing technology was developed to enable
volume production of ultralight, advanced-thermoplastic composite
structures made with carbon and glass fibers for diverse
applications like helicopter load floors, skateboards, jet engine
components, and auto bodies.  Mr. Victor, agent for the Assignee,
explains, "Although Fiberforge had a multitude of successful
products and growing interest in both the Automotive and Aerospace
Industries, the company itself struggled to reach sustained
profitability with its broad offerings of engineering services,
parts manufacture, and automated equipment."  He believes that
Fiberforge's remaining manufacturing equipment and intellectual
property are on the cutting edge of advanced thermoplastic
manufacturing technology, an assertion that the Assignee is
confident will be borne out by a vigorous and competitive sale
process.

The net proceeds from the sale(s) of the assets will be paid to
the creditors in accordance with the priorities established by
law.


FR 160: Court Denies Motion for Relief of Stay, Case Dismissal
--------------------------------------------------------------
The Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona, in a minute entry order, denied motions of
Flagstaff Ranch Golf Club for relief from the automatic stay and
to dismiss the Chapter 11 case of FR 160 LLC.

As reported by the Troubled Company Reporter on March 21, 2013,
FRGC, owner and operator of various parcels within the Debtor's
Flagstaff Ranch, sought case dismissal, saying that while the
Debtor may have sufficient funds to compensate its outstanding
creditors, it has no income, no cash on hand, and apparently no
prospect of future earnings.  That motion was denied on Feb. 5,
2013, and the Court ordered that the Debtor promptly make court-
ordered adequate protection payments to FRGC as a condition of the
automatic stay remaining in place.

On Feb. 19, FRGC submitted its renewed motion for dismissal, or in
the alternative, conversion of the Debtor's Chapter 11 case to
Chapter 7.  FRGC reiterated that the Debtor has virtually no money
of its own, and will have no money to pay the upcoming property
taxes or continued adequate protection payments as ordered by the
Court unless it is able to sell lots.  According to FRGC, the
Debtor's lack of funds necessary to operate is what prompted it to
improperly spend the proceeds from Lot 132 on adequate protection
payments and in clear violation of the sale proceeds order.

In a court filing dated March 15, 2013, the Debtor objected to the
dismissal motion.  According to the Debtor, FRGC said that the
Debtor's assets have appreciated by more than $500,000 since the
commencement of this case.  The Debtor said that it is paying
monthly adequate protection payments to FRGC and will be able to
propose an amended plan of reorganization that has a reasonable
possibility of being confirmed before the hearing on the renewed
motion to dismiss.  The Debtor stated that it has replaced the
funds from the proceeds of a sale of a lot secured by FRGC's deed
of trust to pay the FRGC.

                          About FR 160

FR 160 LLC, originally named IMH Special Asset NT 160 LLC, was
formed for the purpose of owning 51 residential lots and Tract H
at the Flagstaff Ranch Golf Club Community generally located in
Coconino County, Arizona.  In January 2011, to resolve disputes
with the golf club, the parties entered into an agreement where
FR 160 delivered to the golf club a promissory note in the amount
of $4,950,000, a promissory note of $720,000 and a deed of trust
on the real property.  FR 160 failed to make certain payments and
the golf club initiated the non-judicial foreclosure process.
FR 160 commenced bankruptcy to stop the trustee's sale of the
property.  It filed a Chapter 11 petition (Bankr. D. Ariz. Case
No. 12-13116) in Phoenix on June 12, 2012.

FR 160, which claims to be a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B), estimated assets of up to $50 million
and debts of up to $100 million.  Attorneys at Snell & Wilmer
L.L.P., in Phoenix, serve as counsel.

The U.S. Trustee has not appointed an official committee in the
case due to an insufficient number of persons holding unsecured
claims against the Debtor that have expressed interest in serving
on a committee.  The U.S. Trustee reserves the right to appoint a
committee should interest develop among the creditors.

Attorneys at Gordon Silver, in Phoenix, represent creditor
Flagstaff Ranch Golf Club as counsel.

The Amended Plan dated April 1, 2013, provides that funds to be
used to make cash payments under the Amended Plan have been or
will be generated from (i) the new value contributed by IMHFC in
the amount of $500,000 to be deposited with the Debtor by no later
than the Effective Date, (ii) the revenues derived from the sale
of lots by the Debtor or the Reorganized Debtor; and (iii) the net
proceeds from any Debtor Causes of Action.


FREEDOM MEDICAL: Defendants Win Summary Judgment on RICO Claims
---------------------------------------------------------------
Freedom Medical, Inc. is in the business of purchasing and
refurbishing medical equipment and then reselling, renting, and
servicing it.  The Company filed a lawsuit, alleging that a number
of former employees, along with several companies controlled by
them and various associated individuals, combined together to
steal its inventory and business opportunities in violation of the
Racketeer Influenced and Corrupt Organizations Act.  The Company
also brought a number of state law claims against different
configurations of defendants.

The lawsuit is FREEDOM MEDICAL, INC. v. THOMAS R. GILLESPIE, III,
et al., Civil Action No. 06-3195 (E.D. Pa.).  The original
complaint named 17 individual defendants and 6 corporate
defendants.  Currently, 11 defendants remain.

In two separate motions, four of the remaining defendants sought
summary judgment on all claims.  One summary judgment motion is
filed by U.S. Med-Equip, Inc., Gurmit Bhatia, and Gregory Salario.
The other motion is filed by Sandra "Dawn" Hall.

The U.S. District Court for the Eastern District of Pennsylvania
held that summary judgment record does not demonstrate that the
defendants banded together to pursue the common objective of
stealing equipment from Freedom Medical or that it was part of an
overall, concerted plan.  Accordingly, District Judge Mary A.
McLaughlin concludes that Freedom Medical has failed to establish
all necessary elements of its substantive RICO claim or RICO
conspiracy claim against any of the four moving defendants, and
they are, therefore, entitled to summary judgment on those claims.
The Court will also grant summary judgment in favor of Ms. Hall on
all of the state law claims alleged against her, but will deny the
U.S. Med Defendants' motion for summary judgment on the state law
claims against them.

Freedom Medical filed for bankruptcy on Dec. 29, 2004 (Bankr. E.D.
Pa. Case No. 04-37092).

A copy of Judge McLaughlin's May 23, 2013 Memorandum is available
at http://is.gd/ClqzLkfrom Leagle.com.


FREEPORT RENAISSANCE: Mall Operations to Continue
-------------------------------------------------
Nick Crow, writing for Journal Standard, reports that Joan Welt,
manager of Lincoln Mall, said mall operations will remain intact
during Freeport Renaissance LLC's bankruptcy proceedings.

Freeport, the owners of Lincoln Mall, filed for Chapter 11 (Bankr.
N.D. Ill. Case No. 13-81624) on May 1, 2013.  Freeport listed
under $1 million in both assets and debts.  A copy of Freeport's
bankruptcy petition is available at no charge at
http://bankrupt.com/misc/ilnb13-81624.pdf

George P. Hampilos, Esq., at Hampilos & Langley, Ltd., serves as
the Debtor's counsel.  The petition was completed by Shahram
Elyaszadeh, a managing member.

"It's very short term," said Ms. Welt, according to the report.
"The owners are just taking care of a few things."

"This is just a reorganization," Ms. Welt said.  "The owners don't
think that it will take long."

The Lincoln Mall, 1265 W. Galena Ave., employs more than 60 people
and has spots for 15 different businesses, the report notes.


FRIENDSHIP DAIRIES: Wants Solicitation Period Moved Until July 31
-----------------------------------------------------------------
Friendship Dairies asks the U.S. Bankruptcy Court for the Northern
District of Texas to extend, for the third time, its exclusive
period to solicit acceptances for the proposed Chapter 11 Plan
until July 31, 2013.

The Court has rescheduled to June 20 the hearing to consider
adequacy of information in the Disclosure Statement.  The
reschedule was intended for the principal parties to convene a
meeting to negotiate terms of a consensual plan.

According to the Debtor, presuming the Disclosure Statement is
approved, the earliest a confirmation hearing could be scheduled
would be July 2013.

                    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, 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.


HAWAIIAN TELECOM: Clawback Suit Against Ex-CEO Goes to Trial
------------------------------------------------------------
District Judge Susan Oki Mollway in Hawaii denied motions for
summary judgment lodged by counterparties to the lawsuit, SHULTS &
TAMM (Litigation Trustee), Plaintiff, v. MICHAEL S. RULEY,
Defendant, Civil No. 12-702 SOM/BMK (D. Hawaii).

Shults & Tamm, A Law Corporation, is a Litigation Trustee suing
Michael Ruley, a former Chief Executive Officer and a Director of
Hawaiian Telecom Communications, Inc., to recover allegedly
preferential and fraudulent transfers pursuant to the Bankruptcy
Code.  Mr. Ruley moved for summary judgment on all counts, and the
Trustee moved for summary judgment with respect to Counts III and
IV.

Mr. Ruley was the CEO of Hawaiian Telecom from October 1, 2004,
until he resigned in February 2008.

A copy of the District Court's May 31, 2013 Order is available at
http://is.gd/dVuieMfrom Leagle.com.

Shults & Tamm, A Law Corporation, as Litigation Trustee, is
represented by Christopher J. Muzzi, Esq. -- cmuzzi@hilaw.us -- at
Moseley Biehl Tsugawa Lau & Muzzi.

Michael S. Ruley is represented by Chuck C. Choi, Esq., Jackson D.
Toof, Esq., and Neil J. Verbrugge, Esq. -- cchoi@hibklaw.com and
nverbrugge@hibklaw.com -- at Wagner Choi & Verbrugge; and Timothy
F. Brown, Esq. -- timothy.brown@arentfox.com -- at Arent Fox LLP.

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.--
http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13086) on Dec. 1,
2008.  Judge Peter Walsh of the U.S. Bankruptcy Court for the
District of Delaware on Dec. 30, 2008, approved the transfer of
the Chapter 11 cases to the U.S. Bankruptcy Court for the District
of Hawaii before Judge Lloyd King (Bankr. D. Hawaii Lead Case No.
08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represented the Debtors in
their restructuring efforts.  The Debtors tapped Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors was appointed and
represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
disclosed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of Sept. 30, 2008.

Judge King entered on Dec. 30, 2009, an order confirming a plan of
reorganization for Hawaiian Telcom.  The plan was declared
effective in October 2010 after the Reorganized Debtors obtained
the backing of the U.S. Federal Communications Commission and the
Hawaii Public Utilities Commission.  Shults & Tamm was appointed
the litigation trustee, and is represented by Christopher Muzzi,
Esq., at Moseley Biehl Tsugawa Lau & Muzzi in Honolulu.


HAWKER BEECHCRAFT: May Assume NORDAM Agreements
-----------------------------------------------
Raytheon Aircraft Company, the predecessor of Hawker Beechcraft
Corporation, and the NORDAM Group, Inc., are parties to
prepetition master agreements that allow Hawker to issue purchase
orders that NORDAM must fill.  Pursuant to its confirmed plan,
Hawker assumed the master agreements and some of the outstanding
purchase orders but rejected the majority of the outstanding
purchase orders.  NORDAM objected arguing that Hawker cannot
assume the master agreements and some of the purchase orders
without also assuming all of the purchase orders.

The Court conducted a one day trial at which it heard the
testimony of four witnesses and received the relevant agreements
and other documents into evidence.  In a June 13, 2013 Post-Trial
Findings of Fact and Conclusions of Law available at
http://is.gd/DpZK0Vfrom Leagle.com, Bankruptcy Judge Stuart M.
Bernstein overruled NORDAM's objection.

NORDAM and the Debtors have been commercial counterparties since
the mid-1990s.  Prior to July 25, 2003, the Debtors manufactured
the plastic and radome components designed by NORDAM for their
aircraft.  Through a series of agreements entered into on that
date, Raytheon outsourced the manufacture of these components to
NORDAM.  First, the parties entered into two asset purchase
agreements, the Asset Purchase Agreement (Radomes) and the Asset
Purchase Agreement (Plastics).  Raytheon sold NORDAM the tooling
needed to manufacture the components.  In exchange, NORDAM paid
$200,000 in cash and delivered a $6.3 million nonrecourse note for
the plastics tooling, and a $1 million nonrecourse note for the
radomes tooling.  Raytheon retained a security interest in the
tooling as collateral for the notes.

Second, the parties entered into two purchase and support
agreements, the Master Purchase and Support Agreement, as amended,
and the Master Purchase and Support Agreement, as amended.  NORDAM
agreed to manufacture and deliver the components ordered by
Raytheon under separate purchase orders issued by Raytheon that
incorporated the general terms and conditions in the Master
Agreements.

James H.M. Sprayregen, Esq., Paul M. Basta, Esq., Patrick J. Nash,
Jr., Esq., Ross M. Kwasteniet, Esq., and Scott A. McMillin, Esq.
-- patrick.nash@kirkland.com ross.kwasteniet@kirkland.com and
scott.mcmillin@kirkland.com -- at Kirkland & Ellis LLP, New York,
argue for the Reorganized Debtors.

Jocelyn Keynes Szekretar, Esq. -- jkeynes@halperinlaw.net -- at
Halperin Battaglia Raicht, LLP; and Steven W. Soule, Esq. --
ssoule@hallestill.com -- at Hall, Estill, Hardwick, Gable, Golden
& Nelson, P.C., argue for NORDAM Group, Inc.

                     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 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 Debtor was 49%-owned by affiliates of Goldman Sachs Group Inc.
and 49%-owned by Onex Corp.  The Company's balance sheet as of
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 was Kirkland & Ellis LLP, its
financial advisor was Perella Weinberg Partners LP and its
restructuring advisor was Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC served as claims and notice agent.

Sidley Austin LLP served as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. served as financial advisor to the DIP
Agent and the Prepetition Agent.  Wachtell, Lipton, Rosen & Katz
represented an ad hoc committee of senior secured prepetition
lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represented 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 -- held 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, was represented by
Foley & Lardner LLP.

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

Hawker Beechcraft on Feb. 19 disclosed that it has formally
emerged from the Chapter 11 process as a new company.  The company
changed its name to Beechcraft Corp.  The company's Joint Plan of
Reorganization was approved by the Bankruptcy Court on Feb. 1,
2013, and became effective on Feb. 15.

The Plan 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%.


HAWKER BEECHCRAFT: Newby's Discrimination Suit Dismissed
--------------------------------------------------------
District Judge Julie A. Robinson dismissed, with prejudice, the
employment discrimination lawsuit filed by Patricia A. Newby
against her former employer, Hawker Beechcraft Corporation.

The U.S. District Court for the District of Kansas held that Mr.
Newby's claim is the type of claim included in Class B of the
Debtor's Amended Plan, whose plan has been confirmed on Feb. 27,
2013 by a New York bankruptcy court.  The confirmation of the Plan
provided for the discharge of the Debtor from debts and claims
that arose before Feb. 1, 2013, in return for the distributions,
rights and treatment provided in the Amended Plan.

The lawsuit is PATRICIA A. NEWBY, Plaintiff, v. HAWKER BEECHCRAFT
CORPORATION, and CLAY GRAHAM, Defendants, Case No. 12-1301-JAR-DJW
(D. Kan.).  A copy of Judge Robinson's May 29, 2013 Order is
available at http://is.gd/7HVSnxfrom Leagle.com.

                    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 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 Debtor was 49%-owned by affiliates of Goldman Sachs Group Inc.
and 49%-owned by Onex Corp.  The Company's balance sheet as of
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 was Kirkland & Ellis LLP, its
financial advisor was Perella Weinberg Partners LP and its
restructuring advisor was Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC served as claims and notice agent.

Sidley Austin LLP served as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. served as financial advisor to the DIP
Agent and the Prepetition Agent.  Wachtell, Lipton, Rosen & Katz
represented an ad hoc committee of senior secured prepetition
lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represented 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 -- held 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, was represented by
Foley & Lardner LLP.

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

Hawker Beechcraft on Feb. 19, 2013, disclosed that it has formally
emerged from the Chapter 11 process as a new company.  The company
changed its name to Beechcraft Corp.  The Plan 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%.


HELLER ERHMAN: Judge Calls Out Filing "Flurry"
----------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that a bankruptcy judge says a recent "flurry" of court filings by
Heller Ehrman LLP may "dramatically" affect the defunct law firm's
quest to chase down unfinished business profits.

According to the report, Judge Dennis Montali of the U.S.
Bankruptcy Court in San Francisco handed Heller a mild scolding
Saturday as he called for a status conference to discuss the new
and "challenging" issues the firm's lawyers have introduced as its
remaining unfinished business lawsuits head to trial.

In bankruptcy, Heller sued dozens of law firms that took on its
former partners following its 2008 dissolution, the WSJ report
noted. The lawsuits aim to recover its share of the profits from
continued client relationships. Most of the suits settled, but
four remain against Davis Wright Tremaine LLP, Foley & Lardner
LLP, Jones Day LLP and Orrick, Herrington & Sutcliffe LLP. In
March, Montali ruled that Heller is entitled to some of the
profits but left the specific amount undetermined. Judge Montali
now says that in an "otherwise innocuous and routine" filing,
Heller "unleashed" a new request: for him to determine the
specific amount of those profits to which Heller's entitled,
without going to trial.

"To make the matters more challenging to the court, it is asked to
permit excess pages for, and allow filing of, a motion it has not
had time to study and thus does not even know the theory on which
it is based, notwithstanding the promise of plaintiff to file it
by June 14," the judge wrote, WSJ related.  "On that date
plaintiff filed a flurry of things."

Then, "to further complicate matters," the judge said, Heller also
requested to avoid a jury trial, as three of the four law firms
it's suing have demanded, the report further related.

"That motion, if granted, will dramatically affect the future
disposition of the three adversary proceedings with jury demands
and perhaps even the fourth (Jones Day)," the judge added, WSJ
cited.

Montali called a status conference for Tuesday "to sort through
what comes next," the report said.

"No party should file anything else related to these matters
before that hearing," added the judge.

                        About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  Heller Ehrman filed a voluntary Chapter 11 petition (Bankr.
N.D. Cal., Case No. 08-32514) on Dec. 28, 2008.  Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated Sept. 26, 2008, to dissolve the firm.  The Hon. Dennis
Montali presides over the case.  Pachulski Stang Ziehl & Jones LLP
assisted the Debtor in its restructuring effort.  The Official
Committee of Unsecured Creditors is represented by Felderstein
Fitzgerald Willoughby & Pascuzzi LLP.  The firm estimated assets
and debts at $50 million to $100 million as of the Petition Date.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing.  On Aug. 13, 2010, the
Court confirmed Heller's Joint Plan of Liquidation.


HEMCON MEDICAL: Court Enters Discharge Order
--------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon on May 29
entered an order discharging HemCon Medical Technologies, Inc.
from, among other things:

   a) any debt that arose prior to the date of entry of the
      order confirming the plan and from any kind of debt
      specified in Section 502(g), (h) or (i) or the Bankruptcy
      Code; and

   b) any judgment is void to the extent it is a determination
      of the Debtor's liability with respect to any discharged
      debt.

As reported by the Troubled Company Reporter on May 28, 2013,
Judge Elizabeth Perris confirmed the Debtor's Fifth Amended Plan
of Reorganization after determining that the Plan satisfies the
requirements under Section 1129 of the Bankruptcy Code.

Providence Health Services-Oregon, Biomedical Research Services,
Inc., CH Realty III/Portland Industrial, LLC, Total Resources
International, Inc., and the United States of America filed
objections to the confirmation of the Plan.  Each of the
objections, if not resolved, was withdrawn or is overruled.

The Confirmation Order provides that the Agreement for Purchase
and Sale of Stock made as of April 18, 2013, among TriStar
Wellness Solutions, Inc., or its assigns, and the Debtor is
amended to provide that the Purchase Price is $3,000,000.  The
Debtor, the Reorganized Debtor and the Plan Agent are authorized
to execute any documents and take all other actions necessary or
appropriate to cause all Equity Interests in the Debtor to be
cancelled as of the Effective Date and to issue 100 shares of
common stock to TriStar in exchange for the payment of the
Purchase Price of $3,000,000.

The Assignment and Assumption of Executory Contracts as set forth
in the Debtor's Notice of Assumption and Assignment of Executory
Contracts and Cure Amounts, except for the distribution agreement
with Cardinal Health Canada which is rejected, are approved.  The
cure amount payable to CH Realty III/Portland Industrial, LLC,
will be $8,020.

A full-text copy of the Confirmation Order, dated May 6, 2013, is
available for free at:

        http://bankrupt.com/misc/HEMCONplanorder0506.pdf

                 About HemCon Medical Technologies

Portland, Oregon-based HemCon Medical Technologies Inc., fdba
HemCon, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.
Ore. Case No. 12-32652) on April 10, 2012, estimating up to
$50 million in assets and liabilities.  Founded in 2001, HemCon --
http://www.hemcon.com/-- is a diversified medical technology
company that develops, manufactures and markets innovative wound
care, anti-microbial and oral care products for the military,
emergency medical, surgical, dental and over-the-counter markets.
HemCon has subsidiaries in the United Kingdom and Europe.

The bankruptcy filing comes after an en banc decision by the U.S.
Court of Appeals for the Federal Circuit on March 15, 2012, which
affirmed an award of $34.2 million in damages to Marine Polymer
Technologies Inc. in a patent infringement case initiated in 2006.

HemCon's European subsidiary is not subject to the Chapter 11
proceedings.

Judge Elizabeth L. Perris presides over the case.  Attorneys at
Tonkon Torp LLP represent the Debtor.  The petition was signed by
Nick Hart, CFO.

The Official Committee of Unsecured Creditors appointed Marine
Polymer as its chair.


HILLTOP FARMS: Plan Confirmation Hearing Set for July 25
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Dakota will
convene a telephonic confirmation hearing on July 25, 2013, at
9:30 a.m. (Central) for the Modified Plan of Reorganization filed
by Hilltop Farms, LLC.

Any written objections to the Plan must be filed to be received by
the Court no later than July 12, 2013.

Ballots to be cast on the Debtor's Modified Plan should be filed
no later than July 12, 2013.

The Debtor obtained Court approval of its Amended Disclosure
Statement on June 7, 2013.

The Amended Disclosure Statement was filed shortly before the
Court entered a ruling on its approval.  It discloses that the
Modified Plan provides the Debtor will pay $98.11 per month to the
priority creditor; $40,827.74 per month to impaired secured
creditors under Claim Classes 1 through 3; and an estimated
$835.00 per month to unsecured creditors under Claim Class 8 for
the first year of the Plan, for a total of approximately
$41,760.85 per month.

The approximate total monthly payment of $41,760.85 will be paid
from the net cash flow each month as projected.

The Debtor will continue to be managed and operated by Wilhelmus
and Olga Reuvekamp who will take a combined draw totaling $7,500
per month, as funds are available, increasing nominally for
necessary living expenses.

A full-text copy of the Amended Disclosure Statement dated June 7,
2013, is available at:

      http://bankrupt.com/misc/HILLTOPFARMS_AmdDSJune07.pdf

                        About Hilltop Farms

Elkton, South Dakota-based Hilltop Farms, LLC, owns properties in
Brookings County, South Dakota.  It filed a Chapter 11 petition
(Bankr. D.S.D. Case No. 12-40768) on Nov. 2, 2012, in Sioux Falls,
South Dakota.  It disclosed assets of $13.1 million and
$13.5 million in liabilities as of Nov. 2, 2012.  Laura L. Kulm
Ask, Esq., at Gerry & Kulm Ask, Prof LLC, serves as counsel to the
Debtor.  Judge Charles L. Nail, Jr., presides over the case.

Daniel M. McDermott, U.S. Trustee for Region 12, was unable to
form an official committee of unsecured creditors in the Debtor's
case.


HJ HEINZ: S&P Lowers Corporate Credit Rating to 'BB-'
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Pittsburgh-based H.J. Heinz Co. by five notches to 'BB-'
from 'BBB+'.  At the same time, S&P removed all of its ratings on
the company from CreditWatch, where they had been placed with
negative implications on Feb. 14, 2013, following the company's
announcement that it was being acquired by 3G and Berkshire.  The
outlook is stable.

S&P also lowered the ratings on Heinz's rollover unsecured debt
tranches to 'BB-' from 'BBB+', and assigned '4' recovery ratings
to the following issues:

   -- $231.1 million 6.375% U.S. dollar debentures due July 2028;

   -- GBP125 million 6.25% British pound notes due February 2030;

   -- $435.1 million 6.75% U.S. dollar notes due March 2032; and

   -- $931.0 million ($627 million carrying value) 7.125% U.S.
      dollar notes due August 2039.

The '4' recovery rating indicates S&P's expectation of average
recovery (30%-50%) in the event of a default.

S&P also lowered the ratings on Heinz's non-tendered unsecured
debt tranches to 'BB-' from 'BBB+', and assigned '4' recovery
ratings to the following issues:

   -- $58.3 million 2% notes due September 2016;

   -- $17.7 million 1.5% notes due March 2017;

   -- $34.4 million 3.125% notes due September 2021; and

   -- $5.8 million 2.85% notes due March 2022.

S&P understands that the following rated debt and preferred stock
issues will be repaid in mid-July when they are due, and S&P will
withdraw the ratings following their repayment.  S&P lowered the
ratings on these issues as follows:

   -- $500 million 5.35% notes due July 2013; lowered to 'BB-'
      from 'BBB+' and assigned a '4' recovery rating.

   -- $350 million 8% preferred stock due July 2013; lowered to
      'B-' from 'BBB-'.

S&P also lowered its short-term and commercial paper ratings to
'B' from 'A-2', and withdrew these ratings, as it did with its
ratings on all refinanced debt.

S&P's ratings on Heinz's new senior secured credit facilities and
second-lien notes are unchanged.

Pro forma for the transaction, S&P estimates Heinz will have
$14.2 billion in reported debt outstanding.  Including S&P's
adjustments for operating leases and pension obligations, S&P
estimates that Heinz will have roughly $14.6 billion in adjusted
debt outstanding after the transaction.  (Fully adjusted for
preferred stock treated as debt for analytical purposes, adjusted
debt will be about $22.6 billion.)

"The downgrade reflects our belief that following the buyout and
recapitalization, Heinz has a materially weaker credit profile,"
said Standard & Poor's credit analyst Bea Chiem.

Heinz's adjusted debt has increased from approximately
$5.4 billion before the buyout to approximately $14.6 billion
following this transaction.  Because of the increased debt, and
S&P's view that the company has a more aggressive financial policy
given its new ownership, S&P has revised its view of Heinz's
financial risk profile to "highly leveraged" from "intermediate."
S&P's assessment of Heinz's business risk profile as "strong" has
not changed.

"We expect credit protection measures to modestly improve with
debt repayment and cost savings," said Ms. Chiem.  "Still, we
estimate that credit measures will remain highly leveraged during
the next several years."


HOWREY LLP: Settles With Dickstein, Novak Druce, Wilson Sonsini
---------------------------------------------------------------
David McAfee of BankruptcyLaw360 reported that The Chapter 11
trustee in Howrey LLP's bankruptcy has reached settlements with
three law firms that hired former Howrey partners -- Dickstein
Shapiro LLP, Novak Druce & Quigg LLP and Wilson Sonsini Goodrich &
Rosati PC -- he told a California bankruptcy court.

According to the report, in July 2012, U.S. Bankruptcy Judge
Dennis Montali gave Howrey trustee Allan B. Diamond the go-ahead
to subpoena 70 law firms that hired former Howrey partners in
order to analyze the defunct firm's assets.

                        About Howrey LLP

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

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

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

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

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

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


HW HEARTLAND: Settled With NBH Bank; Chapter 11 Case Dismissed
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
dismissed the Chapter 11 case of HW Heartland, L.P.

The Debtor has reached a settlement of the claims of NBH Bank,
N.A.  In this relation, the Debtor said it is in the best
interests of the estate to dismiss the bankruptcy case because the
Debtor also intends to satisfy all claims of other creditors in
due course with additional equity investments from the Debtor's
limited partner.

In its May 30 order, the Court held that the Debtor, and all
parties in active concert with the Debtor (including the Debtor's
direct or indirect equity interest owners), are enjoined from:

   a) commencing another case for or against the Debtor for a
      period of six months after the date of the order;

   b) commencing any case that would stay the lender's right
      (i) to receive from escrow and file in the real property
      records the deed in lieu of foreclosure described in the
      agreement or (ii) if permitted by the agreement, to conduct
      a foreclosure of the property -- certain tracts of raw land,
      developed lots and related assets located in Kaufman County,
      Texas -- on July 2, 2013, or thereafter as described in the
      agreement; and

   c) commencing any action in any court seeking to enjoin or
      stay the lender (i) from receiving from escrow and filing in
      the real property records the deed in lieu of foreclosure
      described in the agreement, or (ii) if permitted by the
      agreement, to conducting a foreclosure of the property on
      July 2, 2013, or thereafter as described in the agreement.

                        About HW Heartland

HW Heartland, L.P., filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-35790) in its hometown in Dallas on Sept. 3, 2012.
The Debtor estimated assets and debts of at least $10 million.
Judge Barbara J. Houser oversees the case.  The Debtor tapped
Stephen M. Pezanosky, Esq., at Haynes and Boone, LLP, in Dallas,
as counsel.  The petition was signed by Lance Fair, authorized
signatory for HW Heartland GP, LLC, the sole general partner of
the Debtor.


IFA INSURANCE: A.M. Best Cuts Fin. Strength Rating to 'B-'
----------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B-
(Fair) from B+ (Good) and issuer credit rating to "bb-" from "bbb-
" of IFA Insurance Company (IFA) (Clark, NJ).  The outlook for
both ratings is negative.

The rating downgrades reflect IFA's net losses from Superstorm
Sandy in the fourth quarter of 2012 and the first quarter of 2013,
as well as changes in the New Jersey tax laws and the treatment of
income taxes and deferred tax assets, which were necessitated by
the deterioration in the company's capital position.  The most
recent financial results follow IFA's unprofitable operating
performance in recent years, which is a result of the company's
adverse trends in bodily injury and personal injury protection
loss experience in the New Jersey personal automobile market.
Although the company continues to refine its underwriting criteria
and implement rate increases in response to market trends and
conditions, uncertainty exists regarding its ability to improve
operating performance, given the competitive operating environment
of the New Jersey automobile market and the continued challenging
interest rate environment.

Further downward rating actions may occur if IFA's underwriting
results continue to deteriorate, in conjunction with a
corresponding loss of its risk-adjusted capitalization.


IKARIA INC: S&P Lowers Rating on Senior Secured Facilities to 'B'
-----------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its corporate
credit rating on Hampton, N.J.-based Ikaria Inc. to 'B' from 'B+'.
The outlook is stable.

"At the same time, we lowered our issue-level rating on subsidiary
Ikaria Acquisition Inc.'s senior secured credit facilities to 'B'
from 'BB' and and revised the recovery rating to '3', indicating
our expectation for meaningful (50%-70%) recovery of principal in
the event of payment default, from '1'.  We also assigned a 'B'
issue-level rating to its first-lien term loan and a 'CCC+' to its
second-lien term loan.  The recovery ratings are '3' and '6',
respectively.  The '6' recovery rating reflects our expectation
for negligible (0%-10%) recovery in the event of payment default,"
S&P said.

The rating actions follow a restructuring of Ikaria's business
model that removes any benefit to creditors from its early stage
pipeline, along with a leveraged dividend to sponsors.  Pro forma
this transaction, Ikaria's debt will increase by $676 million and,
even though EBITDA and cash flow will increase with research &
development expense being shifted to a separate entity, Ikaria's
leverage ratio increases sharply.

"The lower ratings on Ikaria Inc. reflect slightly increased
business risk, although still in the "weak" category,
characterized by its heavy reliance on the INOMAX therapy for all
of its revenues and earnings.  Additionally, Ikaria has near-term
patent expirations that could drive increasing competition and a
limited late-stage pipeline, the benefits of which are more than a
year away if the products are approved by the FDA and successfully
commercialized," said credit analyst John Babcock.  "The company's
financial risk profile remains "highly leveraged", reflecting our
projections for a debt-to-EBITDA ratio of 7.5x in 2013.  It also
incorporates the company's very aggressive financial policy,
highlighted by a significant dividend to its equity holders and
prefunded R&D expense that gives equity holders potential upside
from early stage pipeline while excluding debtholders from the
benefits of this investment."

"Our stable rating outlook reflects our expectation that Ikaria's
INOMAX therapy will be protected by recent patent protection
measures and that demand, coupled with modest price increases,
will continue to result in free cash flow generation.  We
anticipate the company will use this free cash flow to reduce its
debt burden.  However, we expect the company's adjusted debt-to-
EBITDA ratio to remain above 6x for the foreseeable future," S&P
noted.

S&P could lower the rating if competitors are successful in
getting around the patent protection for INOMAX, thereby
diminishing Ikaria's medium and long term prospects.  This would
result in a "vulnerable" business risk profile and drive a sharp
reduction in EBITDA of more than $50 million from S&P's 2014
projections.  S&P estimates this would result in neutral cash
flow, limiting the company's ability to make required debt
amortization payments and ability to refinance, if necessary.

While unlikely, S&P could raise its corporate credit rating if
Ikaria were to reduce adjusted leverage to about 5x.  S&P
estimates that the company would have to reduce its debt burden by
more than $500 million to get leverage to that level.


IMAGEPOINT INC: Suit Against BFS Retail Goes to N.D. Ill. Court
---------------------------------------------------------------
BFS Retail & Commercial Operations, LLC, convinced Tennessee
District Judge Karen K. Caldwell to transfer the venue of the
lawsuit filed against it by ImagePoint Inc. to the U.S. District
Court for the Northern District of Illinois pursuant to the forum-
selection clause contained in the contract between the parties.
Judge Caldwell denied BFS Retail's request to dismiss the lawsuit.

ImagePoint filed for Chapter 11 bankruptcy in 2009.  Knoxville,
Tennessee-based ImagePoint, Inc. -- http://www.imagepoint.com/--
provided fully integrated branding solutions for businesses.  Its
services included concept design to delivering a broad spectrum of
facility branding solutions; project management expertise to
provide complete turnkey services to navigate through local
permitting and surveying, on through to installation with a
network of pre-qualified installers; and a nationwide preventive
and on-call maintenance service program to keep brand image
consistently clean and bright.

ImagePoint initially filed the lawsuit as an adversary proceeding
in the bankruptcy court for the Eastern District of Tennessee as
part of its Chapter 11 bankruptcy case.  The case was later
converted to a Chapter 7 bankruptcy. ImagePoint then moved without
opposition to withdraw the reference of this matter to the
bankruptcy court and the District Court, E.D. Tenn. assumed
jurisdiction over the matter.

The action is now brought by James R. Martin on ImagePoint's
behalf.  Mr. Martin was the president of ImagePoint from 1986
until 2006 and its CEO until it ceased operating in 2009. He is
also a secured creditor of ImagePoint and was substituted as the
Plaintiff in this matter because he has a contractual right to
collect on ImagePoint's accounts receivable.

A copy of Judge Caldwell's June 6, 2013 Opinion and Order is
available at http://is.gd/xmTjHffrom Leagle.com.

The case in Tennessee is, IMAGEPOINT, INC. by JAMES R. MARTIN,
Secured Creditor, Plaintiff v. BFS RETAIL & COMMERCIAL OPERATIONS,
LLC Defendant, Civil Action No. 3:12-410 (E.D. Tenn.).

ImagePoint, Inc., is represented by John A. Lucas, Esq., and Lane
Elizabeth McCarty, Esq., at Wagner, Myers & Sanger, PC

BFS Retail & Commercial Operations LLC is represented by Joi
Monique Thomas, Esq., Robert J. Labate, Esq., and Christopher J.
Murdoch, Esq. -- joi.thomas@hklaw.com robert.labate@hklaw.com and
chris.murdoch@hklaw.com -- at Holland & Knight LLP; and Madison L.
Martin, Esq. -- madison.martin@stites.com -- at Stites & Harbison,
PLLC.


INTERFAITH MEDICAL: Merger With Brooklyn Hospital Hits Impasse
--------------------------------------------------------------
Barbara Benson, writing for Crain's New York Business, reports
that court document filed last week in Interfaith Medical Center's
Chapter 11 case revealed that Interfaith and Brooklyn Hospital
Center have agreed to a standstill of their planned merger.

This was confirmed June 18 by a hospital spokeswoman, Crain's
says.

The report notes Brooklyn Hospital Center and Interfaith Medical
Center, which filed for bankruptcy in December, signed a
nonbinding memorandum of understanding in February in which they
agreed to negotiate a merger.

According to Crain's, the court document said that since the
signing of the MOU "there has not been any further movement" on
the merger, and the deal "may have reached an impasse."  Crain's
notes Interfaith has only enough cash to operate through July, and
has a closing plan ready in case in does not get funding through
the state or through Chapter 11 proceedings.

According to Crain's, one reason for the roadblock is that the
state has not given Brooklyn Hospital the $1.6 million it needs to
investigate the hospital's finances and its worthiness as a
potential merger partner.  The report relates Interfaith's board
and management met last week with the state Department of Health
and with the Dormitory Authority of New York State, which was
$12.2 million by Interfaith at the time of its bankruptcy filing.
The hospital's officials were told there would be no state funding
for Brooklyn Hospital to conduct its due diligence.

                 About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman tapped the law firm
of DiConza Traurig LLP, as his counsel.


INTERSTATE PROPERTIES: Cash Collateral Termination Date Extended
----------------------------------------------------------------
The Hon. Margaret H. Murphy of the U.S. Bankruptcy Court for the
Northern District of Georgia earlier this month gave her stamp of
approval on a consent order extending until June 28, 2013, at
5 p.m., the termination date in the order authorizing Interstate
Properties, LLC to use cash collateral in which American National
Insurance Company assert an interest.

All other conditions of the cash collateral order dated March 27
remain in full force and effect.

As reported by the Troubled Company Reporter on April 12, 2013,
ANICO asserts that it holds a valid lien in The Crossings Shopping
Center and all or substantially all of the Debtor's personal
property used in operating of shopping center, to secure a loan
which as of the Petition Date, totals $14.2 million, excluding any
accruing post-petition interest or fees.

As adequate protection, the Debtor will pay ANICO at least
$101,128.41 per month.  ANICO is granted a replacement lien to the
same extent, validity, and priority as its prepetition liens, upon
all post-petition petition property of the Debtor.  ANICO is
granted a super-priority administrative claim to the extent that
the other forms of adequate protection granted are insufficient to
adequately protect ANICO for the Debtor's use of the cash
collateral.

As additional adequate protection of ANICO's interests in the cash
collateral, each month the Debtor will wire to ANICO: (i)
$14,045.78 for property taxes, and (ii) $6,941.67 for insurance
for The Crossings Shopping Center.  The payments will be made on
the 15th day of the month.

                    About Interstate Properties

Interstate Properties, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ga. Case No. 12-76037) in Atlanta on Oct. 17, 2012.  George
M. Geeslin, Esq., who has an office in Atlanta, Georgia, serves as
the Debtor's bankruptcy counsel.

The Debtor owns and operates, among others, two shopping centers,
one located in Elkview, West Virginia, and one located in Decatur,
Georgia.  In its schedules, as amended, the Debtor disclosed
$73,002,403 in total assets and $62,264,480 in total liabilities.

American National Insurance Company is represented by Sean C.
Kulka, Esq.


INTERSTATE PROPERTIES: Has $14MM Loan; Wants Case Dismissed
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
will convene a hearing on July 8, 2013, at 3 p.m., to consider
Interstate Properties LLC's motion to dismiss its Chapter 11 case.
Objections, if any, are due June 27.

The Debtor explained that it has received and accepted an offer to
refinance its indebtedness (i.e. $14,000,000) from UBS Investment
Bank.  As a condition to the refinance, UBS required that the case
be dismissed.  Also as a condition of the dismissal of the case,
all creditors will be paid an acceptable amount.  On information
of belief, all other creditors are willing to allow dismissal.

American National Insurance Company, largest creditor that holds a
security interest in the Debtor's shopping center located at 223
Crossings Mall Road, Elkview, West Virginia, together with a first
priority lien on substantially all other property of the Debtor.
The claim of Anico is in excess of $12,000,000.

                    About Interstate Properties

Interstate Properties, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ga. Case No. 12-76037) in Atlanta on Oct. 17, 2012.  George
M. Geeslin, Esq., who has an office in Atlanta, Georgia, serves as
the Debtor's bankruptcy counsel.

The Debtor owns and operates, among others, two shopping centers,
one located in Elkview, West Virginia, and one located in Decatur,
Georgia.  In its schedules, as amended, the Debtor disclosed
$73,002,403 in total assets and $62,264,480 in total liabilities.

American National Insurance Company is represented by Sean C.
Kulka, Esq.


JAMES DALEY: Wins Test Case on Exemption for IRA
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an individual bankrupt named James Daley became the
test case for a theory that would have caused individual
retirement accounts at some brokerage firms to lose their status
as assets exempt from claims of creditors in bankruptcy.

The report recounts that James Daley signed a standard-form
brokerage agreement when he opened a $64,000 rollover IRA with
Merrill Lynch & Co.  The agreement gave the broker a lien on the
account to cover any other debt he might have to Merrill from any
other account.  As it turned out, Mr. Daley never had any other
Merrill accounts and never owed the broker anything.  Mr. Daley's
bankruptcy trustee nonetheless took the position that the mere
inclusion of the right to a lien destroyed the exempt status of
the IRA.  The bankruptcy and district courts agreed with the
trustee.

The U.S. Court of Appeals in Cincinnati disagreed with the lower
courts, reversed, and pronounced the IRA was an exempt asset.

According to the report, Circuit Judge Jeffrey S. Sutton said that
the proscription against lending to the holder of the account was
never violated because no loan was ever made.  His conclusion was
supported by friend-of-the-court briefs submitted by the brokerage
industry.  While the litigation with Mr. Daley was proceeding, the
Internal Revenue Service issued an announcement saying provisions
of the type in a brokerage agreement by themselves do not result
in a loss of exempt status.

The case is Daley v. Mostoller (In re Daley), 12-06103, U.S. Court
of Appeals for the Sixth Circuit (Cincinnati).


JAMESTOWN LLC: No Unsecured Creditors Who Are Not Insiders
----------------------------------------------------------
Jamestown LLC said in a court filing it doesn't have unsecured
creditors who are not insiders.  The Debtor filed with the
Bankruptcy Court on May 28 an empty list of creditors purportedly
holding the 20 largest unsecured claims.

Jamestown LLC filed a Chapter 11 petition (Bankr. W.D. Mo. Case
No. 13-60728) on May 7, 2013.  The petition was signed by Stephen
Cope as managing member.  The Debtor estimated assets of at least
$10 million and debts of at least $1 million.  Douglas L. Healy,
Esq., at Healy & Healy serves as the Debtor's counsel.  Judge
Arthur B. Federman presides over the case.

This is the Company's second bankruptcy filing.  In May 2010,
Jamestown filed a Chapter 11 petition in Missouri.  About six
months after the Petition Date, the Bankruptcy Court dismissed the
Chapter 11 case upon the request of the U.S. Trustee for Region
13.  The U.S. Trustee told the Court that the Debtor failed to
provide proof of insurance and failed to file applications and
amendments as requested.


JEFFERSON COUNTY, AL: Debt Plan Is Costly
-----------------------------------------
Kelly Nolan and Katy Stech, writing for The Wall Street Journal,
reported that escaping the largest U.S. municipal failure could
leave Jefferson County, Ala., in an even deeper hole.

According to the WSJ report, the county's plan to emerge from
bankruptcy protection hinges in part on the sale of $1.9 billion
of new debt this fall to refinance debt tied to its troubled sewer
system. But some observers call terms of the new debt onerous.

The proposal for the refinancing, which has been approved by a
majority of county commissioners, includes a set of bonds that
schedule larger debt payments in the later years of the financing,
WSJ noted.  About $474 million are a type of debt called capital-
appreciation bonds.  Such bonds have been derided by California's
treasurer as "terrible" for their backloaded payments, and
Michigan has banned their sale by municipalities.

All told, Jefferson County taxpayers would stand to repay nearly
$6.9 billion over the four-decade term of the financing, more than
three times the amount the county initially plans to borrow, the
report pointed out.  That is perhaps billions more than they would
pay under a plan whose payments would be more evenly distributed,
said a potential investor.

Municipal bonds sold to fund water and sewage projects often cost
the issuer no more than two times the initial amount borrowed
after about 30 years, the report said.  At current interest rates,
a home buyer with good credit can expect to pay less than double
the cost of a home over the life of a 30-year mortgage.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley ArantBoult Cummings LLP and Klee, Tuchin, Bogdanoff&
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


JHCI ACQUISITION: S&P Puts 'CCC+' Rating on CreditWatch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'CCC+'
corporate credit rating on JHCI Acquisition Inc. on CreditWatch
with positive implications.  S&P also assigned a 'B-' rating to
the company's proposed first-lien debt, with a recovery rating of
'3', indicating S&P's expectation that lenders would receive a
meaningful recovery (50% to 70%) if a payment default occurs.  S&P
also assigned a 'CCC' rating to the company's second lien
facility, with a recovery rating of '6', indicating S&P's
expectation that lenders would receive negligible recovery (0%
to 10%) if a payment defaults.  Upon successful completion of the
proposed refinancing, S&P expects to raise the corporate credit
rating to 'B-' and remove the rating from CreditWatch.  The issue
ratings on JHCI's new debt are based on the anticipated 'B-'
corporate credit rating, and, accordingly, are not on CreditWatch.
Neither are the company's existing issue ratings, which S&P will
withdraw when the refinancing is complete.

"The CreditWatch placement follows JHCI's announcement that it is
entering into new credit agreements that will refinance existing
debt coming due in June and December 2014 and improve liquidity,"
said Standard & Poor's credit analyst Lisa Jenkins.

S&P had lowered JHCI's ratings to their current level on April 1,
2013, due to the refinancing risk the company faces.

Standard & Poor's characterizes JHCI's business risk profile as
"weak" and its financial risk profile as "highly leveraged," as
S&P's criteria define the terms.  Although the proposed
refinancing will address upcoming debt maturities and improve
liquidity, JHCI remains highly leveraged.  Total debt to EBITDA is
currently more than 9x and funds from operations to total debt is
about 10%.

JHCI generated weaker-than-expected operating performance in 2012.
Management hasimplemented various initiatives to improve operating
efficiency and business prospects, and these are beginning to bear
fruit.  However, it will take time for the full benefit of these
efforts to be reflected in financial results.


JONES GROUP: Moody's Downgrades CFR to 'Ba3'; Outlook Stable
------------------------------------------------------------
Moody's Investors Service lowered The Jones Group Inc. Corporate
Family Rating to Ba3 from Ba2. Moody's also lowered the company's
Probability of Default Rating to Ba3-PD from Ba2-PD and the
ratings assigned to Jones' senior unsecured notes to B1 from Ba3.
The company's Speculative Grade Liquidity Rating of SGL-2 was
affirmed. The rating outlook is stable. The rating actions
conclude the review for downgrade which commenced on April 25,
2013.

The following ratings were lowered:

The Jones Group Inc.

Corporate Family Rating to Ba3 from Ba2

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

$250 million senior unsecured notes due 2014 to B1 (LGD 4, 66%)
from Ba3 (LGD 4, 66%)

$400 million senior unsecured notes due 2019 to B1 (LGD 4, 66%)
from Ba3 (LGD 4, 66%)

$250 million senior unsecured notes due 2034 to B1 (LGD 4, 66%)
from Ba3 (LGD 4, 66%)

The following rating was affirmed:

Speculative Grade Liquidity Rating at SGL-2

Ratings Rationale:

The downgrade of Jones' ratings primarily reflects Moody's
expectations that notwithstanding measures the company is taking
to reduce operating costs in its wholesale business and to
accelerate the closure of approximately 170 underperforming retail
stores, that credit metrics are likely to remain elevated for an
extended period of time. Moody's expects debt/EBITDA is likely
remain in the mid to high four times range for the next 12 to 18
months as margins remain low for the company. While recent cost
savings measures should have some positive impact over time, the
company's high exposure to moderate price points and pressure on
its Jones branded product is likely to limit further upside on
margins.

Jones Ba3 Corporate Family Rating reflects the company's weak
performance in its owned retail business and its moderate priced
brands, evidenced by the company's low operating margins --
reported operating margins remain below 5%. The rating reflects
Moody's expectations that cost savings measures and the closure of
underperforming retail stores should over time enable the company
to improve operating margins.

Though Moody's thinks the pricing challenges at its moderate price
point brands are likely to persist. Moody's believes recent
acquisitions that bolstered the company's presence at higher price
points and international markets, such as Stuart Weitzman and Kurt
Geiger, are positive for the company, though these brands
currently represent only around 15% of total revenues. Moody's
expects credit metrics to remain weak with Debt/EBITDA expected to
be sustained in the mid to high four times range over the next 12
months. Jones' overall liquidity profile is good, underpinned by
access to a $650 million credit facilities and meaningful cash
balances ($150 million as of fiscal year end 2012). These
resources amply cover the company's $250 million debt maturity in
late 2014.

The company's Speculative Grade Liquidity rating of SGL-2 reflects
the company's good overall liquidity position. The company is
expected to maintain positive free cash flow, though its seasonal
working capital requirements will necessitate temporary borrowings
under its asset based credit facility. The company has $250
million of senior unsecured notes coming due in November 2014
however cash on hand, free cash flow, and access to its $650
million asset-based revolver amply cover this debt maturity. The
company is subject only to a springing financial covenant in its
asset-based revolver if availability is below certain thresholds,
which Moody's does not expect will be tested. The company's
trademarks are unencumbered, which provides the company with
additional alternative sources of financing as well.

The stable rating outlook reflects Moody's expectations that the
company's operating margins will begin to stabilize in the second
half of 2013 and begin to show some signs of recovery in 2014 as
the benefits of cost savings initiatives are realized. Moody's
also expects the company will maintain its good liquidity profile
and balanced financial policies.

Ratings could be upgraded if the company demonstrates sustained
performance across its businesses, which would be evidenced by
stable sales and improved operating margins. Quantitatively,
ratings could be upgraded if Debt/EBITDA was below 3.5 times and
EBITA/Interest Expense was sustained above 3.0 times while
maintaining a good liquidity profile.

Ratings could be downgraded if the company's cost saving
initiatives do not lead to operating margin improvement, if the
company's financial policies were to become more aggressive or
liquidity were to become more constrained. Quantitatively, ratings
could be lowered if debt/EBITDA was sustained above 5 times or if
interest coverage approached 1.75 times.

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

Headquartered in New York, NY, The Jones Group Inc. designs and
markets women's apparel, footwear, jeanswear, jewelry and handbags
through department stores, mid-tier chains, upscale department
stores and its own retail chains with a meaningful presence
outside the United States as well. The company's owned brands
include Nine West, Jones New York, Anne Klein, Stuart Weitzman,
Gloria Vanderbilt and Kurt Geiger. LTM revenues exceed $3.8
billion.


JOURNAL REGISTER: Expects to File Liquidating Plan
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Journal Register Co. won't join the ranks of
companies where the business was sold in Chapter 11, leaving
insufficient cash to pay expenses incurred during bankruptcy.

According to the report, now formally named Pulp Finish I Co.,
Journal Register sold the newspaper business in April to lender
and owner Alden Global Capital Ltd., mostly in exchange for
$114.15 million in secured debt and $6 million cash.  The company
said in a court filing that it expects to be filing a liquidating
Chapter 11 plan and explanatory disclosure statement "in the near
future."

The report notes that in a request for a three-month expansion of
the exclusive right to propose a plan, the company said that a
plan is the "most efficient means" for wrapping up the bankruptcy.
The statement implies that the company and creditors believe there
is enough cash for full payment of expenses incurred during
bankruptcy and priority claims that must be paid in full in cash.
At a June 25 hearing, the judge will decide on expanding so-called
exclusivity until Sept. 30.

                     About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  JRC is managed by Digital First Media and is
affiliated with MediaNews Group, Inc., the nation's second largest
newspaper company as measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler PC as counsel and FTI
Consulting, Inc. as financial advisor.


JVMW PROPERTIES: Secured Creditor Wants Collateral Use Prohibited
-----------------------------------------------------------------
Banco Popular de Puerto Rico asked the U.S. Bankruptcy Court for
the District of Puerto Rico to prohibit JVMW Properties Management
Corp. from using the cash collateral securing its prepetition
indebtedness.

According to BPPR, it should not be forced, through the non-
consented use of its cash collateral, to place its property and
collateral at substantial risk by essentially 'financing' a
bankruptcy proceeding that appears to have minimum, if any,
probability of reorganization and where the likelihood of BPPR
recovering on the used cash collateral is remote.

BPPR told the Bankruptcy Court that the Debtor has not requested
an order authorizing the use of cash collateral, yet, upon
information sufficient to form a belief, the Debtor has used,
without any authorization, the cash collateral of BPPR after the
Petition Date.

BPPR also filed a separate motion asking the Bankruptcy Court to
lift the automatic stay and allow BPPR to continue and conclude a
foreclosure process commenced prior to the Petition Date.

In response to BPPR's motion, the Debtor argued that the motions,
under which BPPR claims to be entitled to all proceeds derived
from the Debtor's real property, will be denied upon the
misleading allegations, which clearly lack specificity in defining
the particular properties and rent proceeds over which cash
collateral protections are to be afforded.  The Debtor further
argued that BPPR is not entitled to all postpetition rent proceeds
from the Debtor's properties.

Mont Blanc's Condominium Council of Owners joined in the Debtor's
response.  Mont Blanc agreed with the Debtor's statement that
failure to pay the operating expenses will cause extreme hardship
and actual and impending irreparable losses and damages that will
preclude the Debtor's reorganization under Chapter 11.

Responding to the Debtor and Mont Blanc, BPPR maintained that it
holds a valid security interest over the cash collateral generated
by its real estate collateral.  That security interest, according
to BPPR, extends to rents and cash collateral generated
postpetition as provided by Section 552(b)(2) of the Bankruptcy
Code which explicitly sets forth the requirements to have a valid
security interest over cash collateral that is, as in this case,
composed of rents.

A hearing on BPPR's motions will be held on June 19, 2013, at 9:30
a.m.

Luis C. Marini-Biaggi, Esq., and Nayuan Zouairabani, Esq., at
O'Neill & Borges LLC, in San Juan, Puerto Rico, serves as counsel
for BPPR.  Wigberto Lugo Mender, Esq., at Lugo Mender Group, LLC,
in Guaynabo, Puerto Rico, represents the Debtor.  Luis R. Vivas
Ugartemendia, Esq., in Guaynabo, Puerto Rico, serves as counsel
for Mont Blanc.

JVMW Properties Management Corp filed a Chapter 11 petition
(Bankr. D.P.R. Case No. 13-02532) on April 1, 2013.  The petition
was signed by Julio Blanco D'Arcy, as president.  The Debtor
scheduled assets of $15,694,947 and liabilities of $25,782,161.


KALETA CAPITAL: Receiver Wins Approval of Accord with Insurers
--------------------------------------------------------------
District Judge Nancy F. Atlas in Houston, Texas, approved a
settlement agreement between the receiver for Kaleta Capital
Management, BusinessRadio Network, L.P., and Daniel Frishberg
Financial Services, Inc.; and American International Specialty
Lines Insurance Company; Chartis, Inc.; Chartis Claims, Inc.; and
American International Companies regarding the remaining proceeds
of an errors and omissions insurance policy purchased by DFFS
relating to claims against BizRadio and DFFS, and all entities
they own or control.

The Court also approved a proposed plan for the allocation of the
Insurance Settlement proceeds among the Receivership Estate and
the 14 parties who made timely claims against the "Policy
Claimants."

The Court also approved the Receiver's settlement of his claims
against Alfred Fase Kaleta, a principal in two or more of the
Receivership Entities.

In November 2009, the Securities and Exchange Commission commenced
an enforcement action against Albert Kaleta, Daniel Frishberg, and
Kaleta Capital Management allegedly perpetrated several frauds
related to promissory-note securities.  In one such scheme, these
individuals and entities solicited investors, to make loans to
various entities related to a radio station.  The SEC alleges
violations of the anti-fraud provisions of the federal securities
laws.  The Court appointed Thomas Taylor as receiver over KCM on
Dec. 2, 2009.  On June 17, 2010 the Court expanded the
Receivership Estate to include BizRadio and DFFS.

The lawsuit is, SECURITIES AND EXCHANGE COMMISSION, Plaintiff, v.
ALBERT FASE KALETA and KALETA CAPITAL MANAGEMENT, et al.,
Defendants, BUSINESSRADIO NETWORK, L.P. /d/b/a BizRadio and DANIEL
FRISHBERG FINANCIAL SERVICES, INC., d/b/a DFFS CAPITAL MANAGEMENT,
INC., Relief Defendants, Civil Action No. H-09-3674 (S.D. Tex.).

A copy of Judge Atlas' May 31, 2013 Memorandum and Order is
available at http://is.gd/YaRbvhfrom Leagle.com.

The Securities and Exchange Commission is represented by Timothy
Sean McCole, of the Securities and Exchange Commission.

Receiver Thomas Taylor -- taylor@tltaylorlaw.com -- is represented
by Andrew M. Goforth, Esq. -- goforth@tltaylorlaw.com -- at The
Taylor Law Offices, P.C.

BusinessRadio Network, L.P., and Daniel Frishberg Financial
Services, Inc., are represented by Robert D. Axelrod, Esq., at
Axelrod Smith & Kirshbaum.

ProTechnik Inc., and Brian De Armas, Consol Defendants, are
represented by Michael Wayne Weston, Esq., and Pete W. Weston,
Esq., at Weston Associates PLLC.

Albert F. Kaleta, Consol Defendant, is represented by Dinesh
HariKiran Singhal, ESq. -- DineshSinghal@gmail.com -- at The
Singhal Law Firm.

Wallace Bajjali Development Partners, L.P., Movant, is represented
by Susan Kopecky Hellinger, Esq. -- shellinger@porterhedges.com --
at Porter Hedges LLP.

South Texas Broadcasting, Inc., interested party, is represented
by Joseph G. Epstein, Esq. -- jepstein@winstead.com -- at Winstead
PC.

John W. Saunders, interested party, is represented by William E
Schweinle, Jr., Esq., at Schweinele Parish PC.

Barbara Doreen House, interested party, is represented by David A
Bryant, Jr, Esq., at The Bryant Law Firm.

Diane Collins, interested party, is represented by Troy Ted
Tindal, Esq., Schmidt Law Firm, PLLC.

Ronald Ellisor, interested party, is represented by Charles
Littleton Fridge, III, Esq., at Fridge Resendez & Wise LLC;
Charles Thomas Schmidt, Esq. -- firm@schmidtfirm.com -- at Schmidt
Law Firm; and Troy Ted Tindal, Esq., at Schmidt Law Firm, PLLC.

LaVonne Ellisor, interested party, is represented by Charles
Littleton Fridge, III, Fridge Resendez & Wise LLC, Charles Thomas
Schmidt, Schmidt Law Firm & Troy Ted Tindal, Schmidt Law Firm,
PLLC.  Ivan Curiel, interested party, is represented by Charles
Littleton Fridge, III, Fridge Resendez & Wise LLC & Troy Ted
Tindal, Schmidt Law Firm, PLLC.

Joanne Cassidy, interested party, is represented by Ashish
Mahendru, Esq., at Mahendru PC.  Connie T Kaleta, interested
party, is represented by Dinesh HariKiran Singhal, Esq., at The
Singhal Law Firm.


LAGUNA BRISAS: Receiver May Access Cash Collateral Until July 31
----------------------------------------------------------------
The U.S. Bankruptcy Court has approved a seventh stipulation
authorizing the receiver for Laguna Brisas LLC to continue
accessing cash collateral on an interim basis.  The latest
stipulation, approved by the bankruptcy judge mid-May, grants
Byron Chapman, the state court receiver, access to cash collateral
from May 1 through July 31, 2013.

The stipulation was signed by the receiver and secured creditors
Wells Fargo, Kay Nam Kim and Mehrdad Elie.  As adequate
protection, Wells Fargo, Kim and Elie will, among other things,
receive replacement liens.

A hearing on the Debtor's disclosure statement and Wells Fargo's
motion to appoint a Chapter 11 trustee is currently set for
June 21.

Wells Fargo Bank is the Trustee for the registered holders of Banc
of America Commercial Mortgage Inc., Commercial Mortgage Pass-
Through Certificates, Series 2006-3.  CWCapital Asset Management
LLC is the special servicer.

Attorneys for Wells Fargo Bank can be reached at:

         Hamid R. Rafatjoo
         Keith C. Owens
         Jennifer L. Nassiri
         VENABLE LLP
         2049 Century Park East, Suite 2100
         Los Angeles, CA 90067
         Tel: (310) 229-9900
         Fax: (310) 229-9901
         E-mail: hrafatjoo@venable.com
                 kowens@venable.com
                 jnassiri@venable.com

                       About Laguna Brisas

Laguna Beach, California-based Laguna Brisas LLC, doing business
as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual,
LLC, which is owned and operated by Dae In "Andy" Kim and his wife
Jane.  The Company owns a Best Western Plus Hotel and Spa in
Laguna Beach, California.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-12599) on Feb. 29, 2012.  Bankruptcy Judge Mark S.
Wallace presides over the case.

The Debtor filed the Chapter 11 petition to stop foreclosure sale
of the first priority trust deed holder, Wells Fargo Bank.  The
hotel has been in possession of and operated by a receiver, Bryon
Chapman of Rim Hospitality, since Oct. 3, 2011.

Johnny Kim, Esq. -- no relation to the Debtor's insider, "Andy"
Kim -- represents the Debtor as special counsel.

The Debtor disclosed $15,097,815 in assets and $13,982,664 in
liabilities.  The petition was signed by Dae In "Andy" Kim,
managing member.


LAGUNA BRISAS: Orantes Firm Replaces Jonathan Hayes as Counsel
--------------------------------------------------------------
Laguna Brisas LLC asks the U.S. Bankruptcy Court for permission to
employ Orantes Law Firm, P.C. as general insolvency counsel.

The Debtor initially tapped M. Jonathan Hayes, Esq., at the Law
Office of M. Jonathan Hayes, as counsel.  A substitution of
counsel form reflecting that Orantes became the Debtor's new
counsel was executed and filed on April 23, 2013.

The Orantes Law Firm will provide various services, including:

   a. to bring forward a plan of reorganization expeditiously, as
      well as provide the Debtor more general services, such as to
      advise the Debtor with respect to compliance with the
      requirement of the Office of the United States Trustee;

   b. to advise the Debtor regarding matters of bankruptcy law,
      including their rights and remedies in regard to their
      assets and in regard to the claims of creditors; and

   c. to represent the Debtor in the proceedings or hearings in
      the bankruptcy Court and in any action in any other court
      where the Debtor's rights under the Bankruptcy Code may be
      litigated or affected, subject to the Firm's specific
      agreement.

Giovanni Orantes, Esq., will charge at a discounted hourly rate of
$400.  The firm's associates will charge $350 and paralegals $129
to $200.

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

The firm acknowledges that for the last year the Debtor's managing
member Dae In Kim worked with the Orantes Law Firm.

The firm can be reached at:

         Giovanni Orantes, Esq.
         Thomas Y. Lucero, Esq.
         THE ORANTES LAW FIRM, P.C.
         3435 Wilshire Blvd. Suite 2920
         Los Angeles, CA 90010
         Tel: (213) 389-4362
         Fax: (877) 789-5776
         E-mail: go@gobklaw.com

                        About Laguna Brisas

Laguna Beach, California-based Laguna Brisas LLC, doing business
as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual,
LLC, which is owned and operated by Dae In "Andy" Kim and his wife
Jane.  The Company owns a Best Western Plus Hotel and Spa in
Laguna Beach, California.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-12599) on Feb. 29, 2012.  Bankruptcy Judge Mark S.
Wallace presides over the case.

The Debtor filed the Chapter 11 petition to stop foreclosure sale
of the first priority trust deed holder, Wells Fargo Bank.  The
hotel has been in possession of and operated by a receiver, Bryon
Chapman of Rim Hospitality, since Oct. 3, 2011.

Johnny Kim, Esq. -- no relation to the Debtor's insider, "Andy"
Kim -- represents the Debtor as special counsel.  The Debtor
disclosed $15,097,815 in assets and $13,982,664 in liabilities.

The petition was signed by Dae In "Andy" Kim, managing member.


LAST MILE: Has Green Light to Sell Assets to Lender
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Last Mile, Inc.'s sale of assets to GLC Leveraged
Capital Advisors, LLC, pursuant to a credit bid of all of GLC's
claims against the Debtor arising under a senior, secured, super-
priority debtor-in-possession credit agreement, dated as of
Sept. 10, 2012, among the Debtor, the lenders party thereto and
GLC, as agent.

The Debtor has conducted an extensive marketing process.  The
Debtor determined that the GLC offer constitutes the highest and
best offer for the acquired assets.

Upon closing, GLC will deliver (a) an amount sufficient to cover
the Debtor expenses to counsel for the Debtor, and (b) the initial
amount plus an amount sufficient to cover the Committee expenses
to counsel for the Committee, in each case to hold in a separate
interest bearing accounts to effectuate the transactions
contemplated by the exit term sheet.

                          About Last Mile

Based in Lebanon, Pennsylvania, Last Mile Inc., aka Sting
Communications, is a telecommunications services company
delivering advanced Ethernet transport services.  It specializes
in designing, implementing and managing Wide Area Networks that
leverage the power of Internet Protocol to link the customers'
locations securely, efficiently and cost effectively to support
delivery of advanced applications, voice, data and video at
scalable broadband speeds.

Last Mile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-14769) on Oct. 12, 2011.  Judge Sean H. Lane presides over
the case.  Thomas A. Pitta, Esq. at Emmet, Marvin & Martin, LLP
represents the Debtor in its restructuring effort. In its
schedules, the Debtor disclosed $11,757,058 in assets and
$23,300,655 in liabilities.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Last Mile Inc., aka Sting Communications.
Halperin Battaglia Raicht, LLP, serves as counsel for the
Committee.


LAST MILE: Emmet Marvin Replaces Lowenstein as Counsel
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Last Mile Inc. doing business as Sting Communications,
to employ Emmet, Marvin & Martin LLP as substitute counsel
effective as of April 15, 2013.

On Dec. 15, 2011, the Court entered an order approving the
retention of Lowenstein Sandler PC (now known as Lowenstein
Sandler LLP) as counsel.  Thomas A. Pitta, the primary attorney
working on the matter at Lowenstein, resigned from Lowenstein to
join Emmet as of April 15, 2013.  In light of the involvement
of the attorney, the Debtor decided to retain Emmet as their new
bankruptcy counsel effective as of April 15, 2013.

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

                          About Last Mile

Based in Lebanon, Pennsylvania, Last Mile Inc., aka Sting
Communications, is a telecommunications services company
delivering advanced Ethernet transport services.  It specializes
in designing, implementing and managing Wide Area Networks that
leverage the power of Internet Protocol to link the customers'
locations securely, efficiently and cost effectively to support
delivery of advanced applications, voice, data and video at
scalable broadband speeds.

Last Mile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-14769) on Oct. 12, 2011.  Judge Sean H. Lane presides over
the case.  Thomas A. Pitta, Esq., at Emmet, Marvin & Martin, LLP
represents the Debtor in its restructuring effort. In its
schedules, the Debtor disclosed $11,757,058 in assets and
$23,300,655 in liabilities.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Last Mile Inc., aka Sting Communications.
Halperin Battaglia Raicht, LLP, serves as counsel for the
Committee.


LEED CORP: Chapter 11 Case Closed
---------------------------------
The U.S. Bankruptcy Court for the District of Idaho closed the
Chapter 11 case of The Leed Corporation, according to court
documents dated May 23.

The Debtor, in its motion, said there are no unresolved adversary
proceedings or contested matters that require that the case remain
open.  The Debtor has substantially consummated the Fifth Amended
Plan of Reorganization, which was confirmed on Oct. 25, 2012.

The Debtor filed a statistical report on May 23, 2013.

                    About The Leed Corporation

Twin Falls, Idaho-based The Leed Corporation -- dba Green Cut
Sprinklers and Landscaping, Leed Corp., Quality Built Homes, Green
Cut Construction, Shoshone Developers, Desert Green Sprinklers &
Landscaping, Green Cut Lawn Care, and Desert Green -- is a real
estate developer, including new construction and land development,
as well as landscaping and related care and maintenance of
existing real estate in southern Idaho, primarily based out of
Shoshone, Idaho.

The Company filed for Chapter 11 protection (Bankr. D. Idaho Case
No. 10-40743) on April 29, 2010.  Robert J. Maynes, Esq., who
has an office in Idaho Falls, Idaho, assists the Debtor in its
restructuring effort.  The Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in debts in
its Chapter 11 petition.

In October 2012, Leed obtained confirmation of its Fifth Amended
Chapter 11 Plan after addressing feasibility concerns.  Under the
Plan, reorganizing the Debtor's operation consists of three
components, namely (1) the landscaping operations, (2) the
remaining eight rental properties, which will be liquidated, and
(3) the winding down of construction operations, consisting of the
Old School Project, Desert Rose and Riverview Subdivisions.


LIFE UNIFORM: U.S. Trustee Appoints 5-Member Creditors Panel
------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases of Life Uniform Holding Corp.

The Creditors Committee members are:

      1. Angelica Corporation
         Attn: Lew Belote
         1105 Lakewood Parkway, Suite 210
         Alpharetta, GA 30009
         Tel: (678) 823-4100
         Fax: (678) 823-4165

      2. Simon Property Group, Inc.
         Attn: Ronald Tucker, Esq.
         225 W. Washington St.
         Indianapolis, IN 46204
         Tel: (317) 263-2346
         Fax: (317) 263-7901

      3. Strategic Partners, Inc.
         Attn: Bob Pierpoint
         9800 DeSoto Ave.
         Chatsworth, CA 91311
         Tel: (818) 617-2102

      4. Koi Design, LLC
         Attn: Jeremy Husk
         1757 Stanford Street
         Santa Monica, CA 90404
         Tel: (310) 828-0055 ext. 213
         Fax: (310) 828-0099

      5. Dansko, LLC
         Attn: Cindy Worthington
         33 Federal Road
         West Grove, PA 19390
         Tel: (610) 869-8335 ext. 1170
         Fax: (610) 869-9224

                       About Life Uniform

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

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

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

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

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

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


MALUHIA DEVELOPMENT: Court Dismisses Bankruptcy Case
----------------------------------------------------
Bankruptcy Judge Harlin D. Hale ordered the dismissal of the case
of Maluhia Development Group, LLC.

The Bankruptcy Court's ruling, entered on May 22, 2013, stemmed
the request of William T. Neary, the U.S. Trustee for Region 6,
for a dismissal or a Chapter 7 conversion of Maluhia's bankruptcy
case.  The Debtor did not oppose the request.

As reported by the Troubled Company Reporter on May 23, 2013, the
U.S. Trustee, in filing its Motion to Dismiss, reasoned that the
bankruptcy case had been pending for over three years, and while
the Debtor filed a proposed disclosure statement and plan of
reorganization in July 2012, no plan was confirmed by court-
ordered confirmation deadlines.  The Debtor is also delinquent in
filing of operating reports for January to March 2013, the U.S.
Trustee added.

In line with the case dismissal order, the Debtor is directed to
remit all outstanding U.S. Trustee fees without delay.

                    About Maluhia Development

Chicago, Illinois-based Maluhia Development Group, LLC, dba MDG,
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Texas Case
No. 10-30475) on Jan. 21, 2010.  Rakhee V. Patel, Esq., at
Pronske & Patel, P.C., assists the Company in its restructuring
effort.  The Debtor disclosed $14,734,422 in assets and
$16,643,988 in liabilities as of the Chapter 11 filing.


MAXCOM TELECOM: Misses Interest Payment on 11% Senior Notes
-----------------------------------------------------------
Maxcom Telecomunicaciones, S.A.B. de C.V., elected not to make the
June 18 scheduled interest payment of approximately US$11 million
on its 11% Senior Notes due 2014, according to a statement.

Maxcom said that it intends to utilize the 30-day grace period w
to allow the Company to continue discussions with a new investor
and certain of the noteholders to recapitalize and reorganize the
Company's debt.

Maxcom believes that it is prudent to utilize such grace period to
implement a comprehensive recapitalization that would
significantly reduce Maxcom's debt service expense and position
Maxcom for growth with a US$45 million capital infusion.

Maxcom, private equity firm Ventura Capital Privado, S.A. de C.V.,
an ad hoc committee representing a significant amount of the
Senior Notes and certain of its current equity holders have been
negotiating the terms of restructuring and recapitalization
agreements, which would be implemented through a voluntary,
prepackaged Chapter 11 filing under the U.S. Bankruptcy Code and
an equity tender offer in accordance with U.S. and Mexican
securities laws.

The Company intends to operate in the ordinary course of business
during this period and continue to provide a high level of
responsiveness to its customers, vendors and business partners.

No assurances can be given that a proposed recapitalization and
restructuring will be successful or that holders of Maxcom's debt
obligations and/or relevant stakeholders will reach an agreement.
If a consensual, pre-packaged Chapter 11 restructuring cannot be
implemented, Maxcom may be forced to file for bankruptcy or
concurso mercantil without the support of a significant portion of
its creditors.  A failure to complete a restructuring through pre-
packaged restructuring Chapter 11, or otherwise, could have a
material adverse effect on the business or the interests of
holders of Maxcom's debt and equity securities.

The Company has engaged Lazard and its alliance partner Alfaro,
Davila y Rios, S.C. as its financial advisor and Kirkland & Ellis,
LLC and Santamarina y Steta, S.C. as its U.S. and Mexican legal
advisors to assist the Company in evaluating potential
restructuring proceedings, including the commencement of a Chapter
11 case.  The Ad Hoc Committee has retained Cleary Gottlieb Steen
& Hamilton, LLP and Cervantes Sainz, S.C., as its U.S. and Mexican
legal advisors. Ventura has retained VACE Partners as its
financial advisor, and Paul Hastings LLP and Jones Day as its U.S.
and Mexican legal advisors, respectively.

                        Prepack Chapter 11

Kathryn Brenzel of BankruptcyLaw360 reported that Mexico's Maxcom
Telecomunicaciones SAB said it's eyeing a prepackaged Chapter 11
in the U.S. as a possible key to new capital and reorganization,
following a private equity firm's failed takeover and news that
Maxcom will delay paying $11 million in interest on outstanding
senior debt.

According to the report, the telecommunications company is mulling
bankruptcy proceedings and a possible takeover as part of
restructuring and recapitalization agreements, Maxcom said in a
statement.
                          About Maxcom

Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico
City, Mexico, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom launched commercial
operations in May 1999 and is currently offering local, long
distance, data, value-added, paid TV and IP-based services on a
full basis in greater metropolitan Mexico City, Puebla, Tehuacan,
San Luis, and Queretaro, and on a selected basis in several cities
in Mexico.

                           *    *     *

Maxcom carries a 'CC' corporate credit rating from Standard &
Poor's Ratings Services and a "Caa1" from Moody's Investors
Service.


MFM DELAWARE: Wants to Hire Rosner Law Group as Bankr. Counsel
--------------------------------------------------------------
MFM Delaware, Inc., et al., are seeking bankruptcy court authority
to retain The Rosner Law Group LLC as their bankruptcy counsel,
nunc pro tunc to May 24, 2013.

The Debtors anticipate RLG to, among other things:

  (1) advise them of their rights, powers and duties as debtors
      and debtors-in-possession;

  (2) take all necessary action to protect and preserve the
      estates of the Debtors;

  (3) prepare on behalf of the Debtors all necessary motions,
      applications, answers, orders, reports, and papers in
      connection with the administration of the Debtors' estates;
      and

  (4) present on behalf of the Debtors anticipated sale and cash
      collateral financing motions and all related transactions
      and any related revisions, amendments, etc.

The RLG principal attorneys and paralegal presently designated to
represent the Debtors and their current hourly rates are:

          Frederick B. Rosner, attorney      $375/hour
          Scott J. Leonhardt, attorney       $325/hour
          Julia B. Klien, attorney           $250/hour
          Paralegals                         $150-200/hour

RLG will be charging for its legal services on an hourly basis in
accordance with its customary rates and will seek reimbursement of
actual and necessary out-of-pocket expenses.

RLG is also seeking a $15,000 postpetition retainer.

Frederick Rosner, Esq., assures the Court that his firm does not
represent any interest adverse to that of the Debtors.

A June 25, 2013 hearing has been set for the Debtors' request.

                       About MFM Industries

Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries,
Inc. sought Chapter 11 protection (Bankr. D. Del. Case No.
13-11359 and 13-11360) on May 28, 2013.

Founded in 1964 as a clay-based absorbents supplier, MFM is
supplier of cat litter in the U.S.  The company produces 100,000
tons of cat litter a year, representing 1 percent of the total
market.  Its private label market share is 20 percent.  The
company's cat litter products are comprised of a blend of fuller's
earth clay, sodium bentonite and scenting properties.   Clay is
supplied from a leased clay mine in Ocala, Florida, and is
transported five miles away to the company's manufacturing plant
in Reddick, Florida.  Direct Capital Partners, LLC, acquired a
majority stake in the company in 1997.


MFM DELAWARE: Wants to Employ King & Spalding as Counsel
--------------------------------------------------------
MFM Delaware, Inc., et al., seek permission from the Bankruptcy
Court to employ King & Spalding LLP as their counsel, nunc pro
tunc to May 24, 2013.

As bankruptcy and restructuring counsel to the Debtors, K&S is
expected to, among other things:

  (1) advise the Debtors on their powers and duties as debtors-in-
      possession in the continued management and operation of
      their business;

  (2) take all necessary action to protect and preserve the
      Debtors' estates;

  (3) negotiate and prepare on the Debtors' behalf a plan,
      disclosure statement, and all related documents; and

  (4) advise the Debtors on finance and finance-related matters,
      and on intellectual property rights and licensing
      strategies.

To the best of the Debtors' knowledge, K&S neither holds nor
represents any interest adverse to their estates.  The Debtors
believe K&S is a "disinterested person" within the meaning of Sec.
101(14) and 327(a) of the Bankruptcy Code.

The current standard hourly rates of attorney's resident in K&S's
New York and Atlanta offices range from a low of $290 per hour for
the firm's most junior associates to as much as $1,150 per hour
for certain of the firm's most senior partners, and the current
standard hourly rates of paralegals and legal assistants resident
in K&S's New York and Atlanta offices range from a low of $160 to
a high of $315.

The K&S professionals and paraprofessionals expected to be most
active in the Debtors' cases and their current hourly rates are:

     Arthur J, Steinberg, Partner, New York    $1,090 per hour
     Jeff Dutson, Associate, Atlanta           $500 per hour
     Annie R. Carroll, Associate, Atlanta      $385 per hour
     Missy Heinz, Senior Paralegal, Atlanta    $285 per hour

The firm also expects to be reimbursed for actual and necessary
expenses it incurs in line with the services to be rendered.

                       About MFM Industries

Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries,
Inc. sought Chapter 11 protection (Bankr. D. Del. Case No.
13-11359 and 13-11360) on May 28, 2013.

Founded in 1964 as a clay-based absorbents supplier, MFM is
supplier of cat litter in the U.S.  The company produces 100,000
tons of cat litter a year, representing 1 percent of the total
market.  Its private label market share is 20 percent.  The
company's cat litter products are comprised of a blend of fuller's
earth clay, sodium bentonite and scenting properties.   Clay is
supplied from a leased clay mine in Ocala, Florida, and is
transported five miles away to the company's manufacturing plant
in Reddick, Florida.  Direct Capital Partners, LLC, acquired a
majority stake in the company in 1997.


MJS LAS CROABAS: FDIC-R Has Green Light to Foreclose
----------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte in Puerto Rico granted the
Federal Deposit Insurance Corporation, as receiver for Westernbank
Puerto Rico, relief from the automatic stay in the Chapter 11 case
of MJS Las Croabas Properties, Inc., to permit FDIC-R to enforce
its loan documents against the Debtor including, without
limitation, a foreclosure of the Debtor's property in a district
action.  Judge Lamoutte said FDIC-R has proven there is no equity
in the Property and the Debtor has failed to prove that it can
successfully reorganize in a reasonable amount of time.  A copy of
the Court's May 29, 2013 Opinion and Order is available at
http://is.gd/BpNHHqfrom Leagle.com.

In a separate order also on May 29, Judge Lamoutte denied the
Debtor's Motion for Turnover of Property and granted FDIC-R's
motion to excuse turnover, pursuant to 11 U.S.C. section
543(d)(1).  FDIC-R argued that "the interests of creditors . . .
would be better served by permitting a custodian to continue in
possession, custody, or control" of the Debtor's Property.  A
copy of the Court's May 29 Opinion and Order is available at
http://is.gd/pG2OWsfrom Leagle.com.

The Debtor financed the construction and development of The Ocean
Club at Seven Seas entirely with financing obtained from
Westernbank with the loans that constitute the outstanding debt
that is the subject of FDIC-R's proof of claims.

On April 30, 2010, the Puerto Rico Commissioner of Financial
Institutions closed Westernbank and FDIC-R was appointed receiver
of Westernbank.  On March 15, 2012, FDIC-R filed a Complaint in
the U.S. District Court for the District of Puerto Rico seeking to
enforce its loan documents against the Debtor including, without
limitation, a foreclosure of the Property.  On April 30, 2012,
FDIC-R won appointment of a receiver for the Debtor's Property.

When the Debtor filed for Chapter 11, it owed FDIC-R a total of
roughly $20,478,704.36 for the loan granted to MJS Las Croabas,
Inc.  The Mortgage Deeds securing the MJS Loan and reflecting
FDIC-R's first priority liens in the Property are perfected.

In addition, the Debtor provided a Guarantee of the amounts owed
by a related debtor, Sabana del Palmar, Inc., Case No. 12-6177
ESL, U.S. Bankruptcy Court for the Middle District of Puerto Rico
to FDIC-R, and the debt owed pursuant to the guarantee was
approximately $40,709,406 as of the Petition Date.

FDIC-R holds approximately 79% of the unsecured claims in this
case.

MJS Las Croabas Properties, Inc., is a real estate company formed
in 2004 for the purpose of purchasing real property and
constructing residential units for marketing and resale to third
parties in a development located in Fajardo, Puerto Rico known as
The Ocean Club at Seven Seas.  The Property is worth $7,150,000
and consisted of 66 remaining unsold units plus two undeveloped
adjacent lots.  Of the remaining 66 Units, 7 had been approved by
the Court for sale but none of the sales had closed.

MJS Las Croabas Properties is a corporation wholly owned by
Gulfcoast Irrevocable Trust XIII.  It has no employees.

Michael Scarfia, Sr., is the sole officer of MJS Las Croabas
Properties and the sole trustee and beneficiary of Trust XIII. Mr.
Scarfia is an experienced real estate developer.

MJS Las Croabas Properties, Inc., filed for Chapter 11 protection
(Bankr. D.P.R. Case No. 12-05710) on July 19, 2012.


MOOG INC: S&P Affirms 'BB' CCR & Raises Debt Rating to 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Moog Inc.  The outlook is stable.  S&P also
raised the subordinated debt rating to 'BB' from 'B+' and revised
the recovery rating to '4' from '6', indicating expectations of an
average recovery (30%-50%) in the event of a payment default.

The ratings on East Aurora, N.Y.-based Moog reflect S&P's
expectation that the company should maintain debt to EBITDA of
less than 4x despite debt-financed acquisitions.  Moog is a major
provider of highly engineered motion control systems for critical
applications, including aircraft flight controls and industrial
processes.  The ratings incorporate our view of the company's
"fair" business risk profile, which is characterized by its
significant niche positions within the cyclical and competitive
commercial aerospace and industrial markets.  The "significant"
financial risk assessment reflects credit ratios that S&P expects
will remain in line with its expectations for the rating (debt to
EBITDA of 2.5x-3.5x) due to strong demand from the commercial
aerospace market and contributions from acquisitions, as well as
the company's "adequate" liquidity.

"We expect sales in fiscal 2013 to increase about 5% as strength
in the commercial aerospace market and the contribution from
acquisitions offset weakness in the industrial segment and some
areas of defense," said credit analyst Christopher DeNicolo.
"However, EBITDA margins will likely be moderate due to the lower
margins in the industrial segment."  S&P believes that credit
ratios will be fairly stable in fiscal 2013 (ending Sept. 30,
2013) due to flat earnings and modest increases in debt to fund
acquisitions, with debt to EBITDA of about 3x and funds from
operations to debt of 30%-35%.  Credit ratios could improve
further in 2014, but will depend on the level of debt-financed
acquisitions.

The outlook is stable.  S&P expects Moog's credit metrics to
remain in line with its expectations for the rating (debt to
EBITDA of less than 4.0x) due to the strong commercial aerospace
market and contributions from its acquisitions, which offset
weaknesses in the industrial segment, lower U.S. defense spending,
and debt to fund continued small- to mid-sized acquisitions.

S&P could lower the ratings if the company's debt-financed
acquisitions increase leverage significantly or its operating
performance is weaker than expected, resulting in debt to EBITDA
of more than 4x.

S&P could raise the ratings if the company articulates a more
limited acquisition strategy that results in sustained debt to
EBITDA of less than 2.5x and management commits to maintaining
leverage at this level.


MOTORCAR PARTS: Ernst & Young Raises Going Concern Doubt
--------------------------------------------------------
Motorcar Parts of America, Inc., filed on June 17, 2013, its
annual report on Form 10-K for the fiscal year ended March 31,
2013.

Ernst & Young LLP, in Los Angeles, California, noted that the
Company's wholly owned subsidiary Fenwick Automotive Products
Limited has recurring operating losses since the date of
acquisition and has a working capital and an equity deficiency.
"In addition, Fenco has not complied with certain covenants of its
loan agreements with its bank.  These conditions relating to Fenco
coupled with the significance of Fenco to the Consolidated
Companies, raise substantial doubt about the Consolidated
Companies' ability to continue as a going concern."

According to the regulatory filing, during May 2013, Fenco
appointed a new board of independent directors, hired an
independent chief restructuring officer and all its previously
existing officers resigned from Fenwick Automotive Products
Limited ("FAPL").  "As a result of the loss of control of Fenco,
the Company will likely deconsolidate the financial statements of
Fenco from its consolidated financial statements during the first
quarter of fiscal 2014.  On June 10, 2013, each of FAPL, Introcan
and Introcan's subsidiaries, Flo-Pro Inc., LH Distribution Inc.,
Rafko Logistics Inc., Rafko Holdings Inc. and Rafko Enterprises
Inc. filed a voluntary petition for relief under Chapter 7 of
Title 11 of the United States Code in the U.S. Bankruptcy Court
for the District of Delaware.  As of March 31, 2013, Fenco's
financial statements are included in the consolidated financial
statements of the Company.

The Company reported a net loss of $91.5 million on $406.3 million
of sales in fiscal 2013, compared to a net loss of $48.5 million
on $363.7 million of sales in fiscal 2012.

"During fiscal 2013, our undercar product line segment recorded a
non-cash goodwill and intangible asset impairment charge of
$68,356,000 and $16,330,000, respectively.  After recording the
impairment charge, we had no goodwill or intangible assets
attributable to our undercar product line segment remaining on our
consolidated balance sheet at March 31, 2013.

"During fiscal 2012, Fenco discontinued the CV axle product line
and shut down the related facility located in Bedford, New
Hampshire.  As a result Fenco recorded an impairment loss of
approximately $1,031,000, which represents the write-off of the
carrying amount of plant and equipment."

The Company's balance sheet at March 31, 2013, showed
$367.1 million in total assets, $370.6 million in total
liabilities, and a stockholders' deficit of $3.5 million.

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

Torrance, California-based Motorcar Parts of America, Inc.
(Nasdaq: MPAA) is a remanufacturer of alternators and starters
utilized in imported and domestic passenger vehicles, light trucks
and heavy duty applications.  Motorcar Parts of America's products
are sold to automotive retail outlets and the professional repair
market throughout the United States and Canada, with
remanufacturing facilities located in California, Mexico and
Malaysia, and administrative offices located in California,
Tennessee, Mexico, Singapore and Malaysia.


MTS LAND: Aug. 26 Confirmation Hearing on Third Amended Plan
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona continued
until Aug. 26, 2013, at 10 a.m. the confirmation hearing for MTS
Land LLC' Third Amended Chapter 11 Plan.

At the hearing, the Court will also consider the limited objection
filed by the U.S. Trustee for Region 14.  The U.S. Trustee's
objection is based upon one defect -- the Debtors' proposed
exculpation clause at Section 9.5 of the Plan.  According to the
U.S. Trustee, the proposed release of potential claims is not in
the best interests of creditors or other parties in interest,
because the releases do not benefit the estate.

                             The Plan

As reported by the Troubled Company Reporter on April 10, 2013,
the Debtors' Third Amended Joint Plan, as Modified, was filed with
the Bankruptcy Court on April 2, 2013.  The Debtors' Plan is a
100% payment plan.  All creditors with Allowed Claims will be paid
the amount of their Allowed Claims in full through the Plan.  The
Holders of Equity Securities of Debtors will retain all of their
legal interests.

Class 1 is comprised of the Secured Portion of the Allowed USB
Loan Claim, with an estimated Claim of $32,450,046.03 as of the
Petition Date.  Beginning on the 14th Business Day of the 1st full
month after the Effective Date, and on each subsequent month up to
and through the Restated UBS Loan Maturity Date, Reorganized
Debtor will distribute to USB monthly principal and interest
payments on the Secured Portion of the outstanding balance of the
Restated USB Note amortized over a period of 25 years at the
Restated USB Interest Rate.

The Restated USB Loan Maturity Date will be 5th anniversary of the
Effective Date, provided that at the option of Reorganized Debtor,
the Restated USB Loan Maturity Date may be extended for up to
4 additional periods of 6 months each, subject to the certain
conditions including the payment of an extension fee of 0.25% of
the then outstanding principal balance of the Restated USB Note.

Except to the extent that a Creditor with an Allowed General
Unsecured Claim agrees to less favorable treatment, each Creditor
with an Allowed General Unsecured Claim, will, in full and final
satisfaction of such Claim, be paid in full in Cash, plus post-
Effective Date interest at the Unsecured Interest Rate.

     a. In the event that USB is determined by the Bankruptcy
Court to be entitled to the 1111(b) Election and elects to make
it: on the latest of: (i) the 1st anniversary of the Effective
Date, as soon thereafter as is practical; (ii) such date as may be
fixed by the Bankruptcy Court, or as soon thereafter as is
practicable; (iii) the 14th Business Day after such Claim is
Allowed, or as soon thereafter as is practicable; or (iv) such
date as the Holder of such Claim and Reorganized Debtor have
agreed or will agree.

     b. In the event that USB is determined by the Bankruptcy
Court to be entitled to the 1111(b) Election and elects not to
make it: The total amount of Allowed General Unsecured Claims
(including the Allowed unsecured portion of the USB Claims) plus
interest at the Unsecured Interest Rate, will be paid in 60 equal
monthly payments beginning on the 14th Business Day of the 1st
full month after the Effective Date, and on the same day of each
subsequent month; provided, however, in the event that the Class 1
USB Loan Claims and the Class 2 Hertz Loan Claims are paid in full
prior to the 60th month, then all net proceeds from the sale of
the remaining Real Property will be distributed Pro Rata among the
Holders of Allowed General Unsecured Claims until paid in full.

A copy of the Amended Disclosure Statement for the Debtors' Third
Amended Joint Plan, as Modified, is available at:

           http://bankrupt.com/misc/mtsland.doc546.pdf

                          About MTS Land

MTS Land, LLC, and MTS Golf, LLC, own and operate the now dormant
Mountain Shadows Golf Club.  They filed separate Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-16257 and 12-16257) in
Phoenix on July 19, 2012.  Mountain Shadows Golf Club --
http://www.mountainshadowsgolfclub.com/-- is an 18 hole, par 56
course located at Paradise Valley.  Nestled in the foothills of
Camelback Mountain, the 3,081-yard Executive course claims to be
one of the most scenic golf courses in Arizona.  MTS Land and MTS
Golf are affiliates of Irvine, Cal.-based Crown Realty &
Development Inc.  MTS Land and MTS Golf each estimated assets and
debts of $10 million to $50 million.

Judge Charles G. Case II oversees the Debtors' cases.  Gerald M.
Gordon, Esq., Robert C. Warnicke, Esq., and Teresa M. Pilatowicz,
Esq., at Gordon Silver, represent the Debtor.  The petition was
signed by Robert A. Flaxman, administrative agent.

Lender U.S. Bank is represented by Steven D. Jerome, Esq., and
Evans O'Brien, Esq., at Snell & Wilmer L.L.P.

The Plan filed in the Debtors' cases provides that all creditors
with allowed claims will be paid the amount of their allowed
claims in full through the Plan.  Holders of equity securities of
Debtors will retain all of their legal interests.

The U.S. Trustee for Region 14 advised the Court that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtors have expressed interest in serving on a committee.
The U.S. Trustee reserves the right to appoint a committee if
interest develop among the creditors.


MUD KING: Hoover Slovacek Approved as Bankruptcy Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized Mud King Products, Inc., to employ Hoover Slovacek as
counsel.

Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D.
Tex. Case No. 13-32101) on April 5, 2013.  The petition was signed
by Erich Mundinger as vice president.  The Debtor disclosed
$18,959,158 in assets and $3,351,216 in liabilities as of the
Chapter 11 filing.  Melissa Anne Haselden, Esq., at Hoover
Slovacek, LLP represents the Debtor in its restructuring effort.
Judge Karen K. Brown presides over the case.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditor.


NATIONAL LITHO: Court Grants DIP Lender Superpriority Admin Claim
-----------------------------------------------------------------
Judge Laurel M. Isicoff ruled that National Acquisition, LLC is
entitled to a superpriority administrative claim for $199,633,
subject to notice and hearing, attorney's fees and costs, in the
bankruptcy case of National Litho, LLC (Case No. 12-27566, Bankr.
S.D. Fla.).  A copy of Judge Isicoff's May 23, 2013 Order is
available at http://is.gd/pCe0Snfrom Leagle.com.

National Acquisition is the DIP Lender of National Litho, which
filed for Chapter 11 bankruptcy protection on July 22, 2013.  The
Debtor's case was converted into a Chapter 7 proceeding two days
before the entry of a final order on the DIP financing motion.

Before the Court entered its ruling, the Chapter 7 Trustee and
Lake Holdings LLC filed objections to the claim allowance request.


NEW ENGLAND COMPOUNDING: Dist. Court Clarifies Preservation Order
-----------------------------------------------------------------
At the behest of the Chapter 11 Trustee of New England Compounding
Pharmacy, Massachusetts District Judge Dennis Saylor, IV, modified
the so-called Preservation Order to clarify that nothing in the
order in anyway restricts, limits or impairs the Chapter 11
Trustee's ability to reject unexpired leases of NECC or applies to
any property not subject to the Preservation Order.  Nothing in
the order will be deemed to impose upon the Chapter 11 Trustee any
obligation (including, without limitation, any payment obligation)
to any lessor of equipment or the lessor of the premises operated
by NECC, or to entitle the Lessor to any claim or administrative
expense in NECC's bankruptcy case or otherwise against NECC's
bankruptcy estate, including, without limitation, arising after
the effective date of any rejection of any unexpired lease of NECC
by the Chapter 11 Trustee under section 365 of the Bankruptcy
Code.

On June 12, 2013, in the case of In Re: New England Compounding
Pharmacy Products Liability Litigation, Court Case Number 13 md
02419 FDS (Lead Case), the Massachusetts District Court entered an
Order, directing any party to this case, or any interested third
party, to appear and show cause why partial relief from the terms
of a Preservation Order (docketed in Erkan v. New England
Compounding Pharmacy, Civil Action No. 12 12052 FDS) barring the
disposal or destruction of certain property that is or was in the
possession of NECC should not be granted.

A copy of Judge Saylor's Further Order Concerning Preservation of
NEC Property dated June 12 is available at http://is.gd/XyyBgq
from Leagle.com.

                   About New England Compounding

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012,
after a meningitis outbreak linked to an injectable steroid,
methylprednisolone acetate ("MPA"), manufactured by NECC, killed
39 people and sickened 656 in 19 states, though no illnesses have
been reported in Massachusetts.  The Debtor owns and operates the
New England Compounding Center is located in Framingham, Mass.  In
October 2012, the company recalled all its products, not just
those associated with the outbreak.

The company said at the outset of bankruptcy that it would work
with creditors and insurance companies to structure a Chapter 11
plan dealing with personal injury claims.

Daniel C. Cohn, Esq., at Murtha Cullina LLP, serves as the
Debtor's counsel.  Verdolino & Lowey, P.C. is the financial
advisor.

The Debtor estimated assets and liabilities of at least
$1 million.

An official unsecured creditors' committee was formed to represent
individuals with personal-injury claims. The members selected
Brown & Rudnick LLP to be the committee's lawyers.


ONCURE HOLDINGS: Gets $25MM Bankruptcy Loan Greenlighted For Now
----------------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that a Delaware
bankruptcy judge gave private equity-owned cancer center operator
OnCure Holdings Inc. an interim go-ahead for a $25 million post-
petition loan, despite the U.S. Trustee's Office's objection to
how the credit facility was structured.

According to the report, an attorney for the U.S. Trustee's Office
had argued that a provision that allows $15 million of the debtor-
in-possession financing provided by a group of OnCure's
prepetition lenders to be rolled up into an earlier loan of equal
value, but at a better interest rate, ought to be delayed.

                     About OnCure Holdings

Headquartered in Englewood, Colorado, OnCure Holdings, Inc. --
http://www.oncure.com-- is a provider of management services and
facilities to oncology physician groups throughout the country.

OnCure Holdings and its affiliates delivered their voluntary
petitions for protection under Chapter 11 of the Bankruptcy Code
on June 14, 2013, to the U.S. Bankruptcy Court for the District of
Delaware.  Paul E. Harner, Esq., and Keith A. Simon, Esq., at
Latham & Watkins LLP, in New York, serve as the Debtors' lead
bankruptcy counsel.  Daniel J. DeFranceschi, Esq., at Richards,
Layton & Finger P.A., in Wilmington, Delaware, serves as the
Debtors' local Delaware counsel.


ORCHARD SUPPLY: Gets Interim Nod for $176MM DIP Loan
----------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that a Delaware
bankruptcy judge gave his blessing to a slate of first-day motions
for Orchard Supply Hardware Stores Corp., including debtor-in-
possession facilities totaling $176 million, designed to keep the
home-and-garden chain operating while it pursues a Chapter 11 sale
to Lowe's Home Improvement LLC.

According to the report, hamstrung by a crushing debt load,
Orchard entered court protection after securing a $205 million
stalking-horse deal to sell the bulk of its stores to industry
giant Lowe's and a pair of DIP agreements from prepetition
lenders.

As reported in the June 19, 2013 edition of the TCR, the DIP
facility comprises:

   * a $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.

   * a $12 million delayed drawn term loan credit facility from
certain prepetition term lenders led by Gleacher Products Corp.,
as lenders.

                       About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

Orchard Supply and its two affiliates delivered their voluntary
petitions for protection under Chapter 11 of the Bankruptcy Code
on June 16, 2013.  The case is pending at the United States
Bankruptcy Court for the District of Delaware before Hon.
Christopher S. Sontchi.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.

Moelis & Company LLC serves as the Debtors' investment banker.
FTI Consulting, Inc., serves as the Debtors' financial advisors.
A&G Realty Partners, LLC, serves as the Debtors' real estate
advisors.  BMC Group Inc. is the Debtors' claims and noticing
agent.


ORCHARD SUPPLY: Moody's Lowers CFR to Caa3 After Ch. 11 Filing
--------------------------------------------------------------
Moody's Investors Service downgraded Orchard Supply Hardware
Stores Corporation's Probability of Default Rating (PDR) to D-PD
from Caa2-PD following the company's announcement on June 17, 2013
that it filed voluntary Chapter 11 petitions in the United States
Bankruptcy Court for the District of Delaware. The Corporate
Family Rating was downgraded to Caa3 from Caa2 as well. The rating
outlook is stable

Shortly following these rating actions, Moody's will withdraw all
of OSH's ratings because of its bankruptcy filing.

The following ratings were downgraded:

Orchard Supply Hardware Stores Corporation

Corporate Family Rating to Caa3 from Caa2

Probability of Default Rating to D-PD from Caa2-PD

Orchard Supply Hardware Corporation

Senior secured term loan to Caa3 (LGD 3, 38%) from Caa2 (LGD 4,
61%).

Ratings Rationale:

The downgrade of the CFR and PDR reflect the company's bankruptcy
filing. Moody's assessment of loss given default assumes a greater
than average family recovery rate for the debt capitalization at
default and consequently a moderate expected loss for the senior
secured term loan.

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

Orchard Supply Hardware Stores Corporation operates neighborhood
hardware and garden stores focused on paint, repair and the
backyard. As of June 16, 2013 the Company has 89 stores in
California and two stores in Oregon. Revenues were approximately
$657 million in fiscal 2012.


PACERS INC: Cal. App. Ct. Upholds Counsel Disqualification
----------------------------------------------------------
Midway Venture LLC appealed an order granting Peter Luster's
motion to disqualify Midway's counsel in its action against him
for interference with contractual relations and prospective
economic advantage.

The action was filed in October 2010, alleging that Mr. Luster, a
former principal of Pacers Inc., was involved in situations that
disrupted the operations of a gentlemen's club Midway acquired
from Pacers.

In the action, Mr. Luster filed a motion to disqualify Midway's
counsel, Ernest Franceschi.  Mr. Luster argued that because Mr.
Franceschi served as Midway's manager during negotiations of the
contractual relationships that are the subject of its action
against him, Mr. Franceschi was a material witness to the disputed
issues in the case and therefore has a conflict of interest.

In a June 4, 2013 Order, the Court of Appeals of California,
Fourth District, affirmed the trial court ruling disqualifying Mr.
Franceschi as Midway's counsel in the case.

The appeals case is MIDWAY VENTURE, LLC, Plaintiff and Appellant,
v. PETER LUSTER, et al., Defendants and Respondents, Case No.
D0612609 (Cal. App.).  A copy of the Appellate Court's June 4,
2013 order is available at http://is.gd/syozM5from Leagle.com.

Ernest J. Franceschi, Jr., Esq., of Franceschi Law Corporation,
represents Midway Venture.  David B. Norris, Esq. --
dbn@norrislegal.com -- of the Law Offices of David Baxter Norris,
represents Peter Luster.

Pacers, Inc., located in San Diego, Calif., sought Chapter 11
protection (Bankr. S.D. Calif. Case No. 09-12738) on August 27,
2009, is represented by Michael T. O'Halloran, Esq., in San Diego,
and estimated its assets at less than $500,000 and debts at more
than $1 million at the time of the filing.


PACIFIC COURIER: Gladfelder Sexual Harassment Suit Narrowed
-----------------------------------------------------------
In the lawsuit AMY GLADFELDER v. PACIFIC COURIER SERVICES, LLC, et
al., Case No. 3:12-CV-02161-SI (D. Ore.), District Judge Michael
H. Simon dismissed the plaintiff's ninth claim on wrongful
constructive termination.

Amy Gladfelder, a former staff accountant at Pacific Courier
Services, alleged that PCS owner James Holman sexually harassed
her during her employment at PCS.  In her nine-count lawsuit, Ms.
Gladfelder asserted torts of intentional infliction of emotional
distress, negligent infliction of emotional distress and wrongful
constructive termination.

Judge Simon also ruled that because Ms. Gladfelder has a right to
have her "day in court" without undue delay, Mr. Holman's Motion
to Stay Case is denied.

A copy of Judge Simon's May 28, 2013 Opinion and Order is
available at http://is.gd/HbBYG9from Leagle.com.

Pacific Courier Services LLC filed for bankruptcy protection on
Jan. 29, 2013.

Patrick L. McGuigan, Esq. -- plmcguigan@hkm.com -- of HKM
Employment Attorneys PLLC, in  Portland, Oregon, represents Amy
Gladfelder.

Christopher E. Hawk, Esq., of Gordon & Rees LLP, in Portland,
Oregon, represents Pacific Courier Services.


PARKWAY ACQUISITION: Parkway Hospital Lot Owner in Ch. 11
---------------------------------------------------------
Parkway Acquisition I, LLC filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case NO. 13-12015) in Manhattan on June 17, 2013.

The Debtor owns the real property located at 70-35 113th Street,
Forest Hills, New York.  The property formerly housed the Parkway
Hospital but the property has essentially laid vacant since the
closure of the hospital in 2008 and the bankruptcy filing of the
hospital.

Although it fell into foreclosure in January 2011, the property
has attracted a renewed interest form a financially sound investor
group led by Ellie Weinstein, MD.

The Debtor accordingly sought Chapter 11 protection to hopefully
implement a transfer and redevelopment of the property in
furtherance of a plan of reorganization.

Auberge Grand Central LLC is the current holder of a mortgage in
the principal sum of $8.9 million.  The property is technically in
the possession of a receiver, Israel Rubin.

The Debtor intends to quickly file a plan of reorganization that
addresses all of the outstanding debts of the property.  Chief
among these debts is the payments of real estate taxes of
approximately $4 million and a restructuring of the mortgage,
through a cure and reinstatement or a discounted pay-off.

The new investor group acknowledges the principal debt but will
challenge default interest and other accruals.  The company says
that given the zoning restrictions, it would be difficult for the
property to be sold to a real estate developer.

An initial case conference is slated for July 17, 2013.  The
Chapter 11 plan and disclosure statement are due Oct. 15, 2013.

Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP,
serves as counsel.

Judge Allan l. Gropper was initially assigned to the case but the
case was quickly transferred to Judge Shelly C. Chapman.

In its schedules of assets and liabilities, the Debtor valued the
property at $8.99 million.  It said that liabilities total $13.9
million.


PATRIOT COAL: In Talks With Aurelius, Knighthead for Exit Funds
---------------------------------------------------------------
Tiffany Kary, writing for Bloomberg News, reports that Patriot
Coal Corp. revealed in court papers it is in talks with Aurelius
Capital Management LP and Knighthead Capital Management LLC over a
potential investment of "hundreds of millions of dollars" that
would help fund its reorganization, and seeks court permission to
pay them fees.  Patriot is negotiating with the two investors, who
may participate in a rights offering that could serve as the basis
for an exit from its Chapter 11 case.

The potential investment "if consummated, will involve Knighthead
and Aurelius providing and/or backstopping hundreds of millions of
dollars of financing for the debtors' estates," Patriot's lawyers
said, according to the report.

The report notes Knighthead holds $57.4 million of Patriot's 8.25
percent senior notes due 2018, or 23 percent of them, and Aurelius
owns $77.9 million of the same notes, or 31 percent of them.
Aurelius also owns $19.7 million of Patriot's 3.25 percent senior
notes due 2013, or 10 percent of the total amount.

                        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.


PIPELINE DATA: Settlement Approved; Plan Quickly Filed
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pipeline Data Inc. filed a liquidating Chapter 11
plan two hours after the bankruptcy court in Delaware approved a
settlement with secured noteholders.  The settlement was the
product of a settlement hammered out by mediator Robert J.
Rosenberg.  Pipeline processed credit cards and sold the business
in March to Calpian Inc. for $9.75 million.

According to the report, the settlement with senior convertible
noteholders, approved on June 17, pays the lenders $13.3 million,
for a total recovery of $19 million given $5.7 million already
received.  If the company generates cash beyond $4.475 million,
the lenders will receive 60 percent of the excess.

The report notes that unsecured creditors receive nothing.  A
hearing date will be set for approval of the explanatory
disclosure statement once the document is filed.

                      About Pipeline Data

Pipeline Data Inc., a processor of debit and credit cards for
smaller retailers, filed a Chapter 11 petition (Bankr. D. Del.
Case No. 12-13123) on Nov. 19, 2012, in Delaware with plans for
selling the business as a going concern.

Alpharetta, Georgia-based Pipeline Data provided credit and debit
card payment processing services to approximately 15,000
merchants.

Attorneys at Whiteford Taylor Preston LLC, in Wilmington,
Delaware, and Kirkland & Ellis L.L.P. serve as counsel.
AlixPartners L.L.P. is the financial advisor.  Dragonfly Capital
Partners L.L.C. is the investment banker.

The Debtor estimated assets of $1 million to $10 million and debts
of $50 million to $100 million.  Pipeline, which sought bankruptcy
together with affiliates, owes $66.6 million in principal and
interest to first-lien creditors who have liens on all assets.

In its schedules, Pipeline Data disclosed $4,491,699 in total
assets and $61,595,942 in total liabilities.

Ten affiliates of the Debtor filed separate petitions for
Chapter 11 (Bankr. D. Del. Case Nos. 12-13124 to 12-13131; Case
No. 12-13133 and 12-13134).  The cases are jointly administered
under Case No. 12-13123).

After the bankruptcy court in Delaware approved selling the
business in January 2013 to Applied Merchant Systems West Coast
Inc. for $9.85 million, the deal fell through.  The court later
authorized the second-place bidder, Calpian Inc., to buy the
operation for $9.75 million. The sale was completed on March 15.


PREMIER PAVING: May Use Wells Fargo's Cash Collateral Until July 1
------------------------------------------------------------------
Premier Paving, Inc., sought and obtained approval from the Hon.
Michael E. Romero of the U.S. Bankruptcy Court for the District of
Colorado to use the cash collateral of Wells Fargo Bank, NA, until
July 1, 2013.

Aaron A. Garber, Esq., at Kutner Miller Brinen, P.c., the attorney
for the Debtor, said that the Debtor and Wells Fargo, a secured
creditor of the Debtor with a first lien on certain assets of the
Debtor, including cash collateral, accounts receivable, equipment
and inventory, have entered into previous cash collateral
agreements that have been approved by the Court, the last of which
expired on June 1, 2013.  Mr. Garber stated that the Debtor and
Wells Fargo have reached further agreement for the Debtor to
continue to use cash collateral to meet its operational needs and
generate new revenues through July 1, 2013.

To the extent that Wells Fargo or any other party possesses a
properly perfected security interest in the Debtor's cash
collateral, as adequate protection for the Debtor's use of cash
collateral, the Debtor will continue to provide the party with a
replacement lien on all inventory, equipment, accounts and general
intangibles generated by the Debtor postpetition to the extent
that the use of cash collateral results in a decrease in the value
of the secured party's interest in the property.  The Debtor will
pay Wells Fargo the sum of $25,000 per month, with the first
payment having been due on June 30, 2012.

A copy of the stipulation and budget is available for free at:

                        http://is.gd/1w3W7P

Wells Fargo is represented by:

         Douglas W. Brown
         BROWN, BERARDINI & DUNNING, P.C.
         2000 S. Colorado Boulevard
         Tower Two, Suite 700
         Denver, Colorado 80222
         Tel: (303) 329-3363
         E-mail: dbrown@bbdfirm.com

                        About Premier Paving

Headquartered in Denver, Colorado Premier Paving Inc. --
http://www.premierpavinginc.com/-- operates a full-service
highway construction company, which services include paving,
grading and milling, geo-textiles, trucking, traffic control and
quality control.  Premier Paving also owns and operates an asphalt
plant.

Premier Paving filed for Chapter 11 bankruptcy (Bankr. D. Colo.
Case No. 12-16445) on April 2, 2012.  Judge Michael E. Romero
presides over the case.  In its petition,
the Debtor estimated up to $50 million in assets and debts.  The
petition was signed by David Goold, treasurer.

Lee M. Kutner, Esq., at Kutner Miller Brinen, P.C., serves as the
Debtor's counsel.  Pinnacle Real Estate Advisors LLC provides
professional broker services related to the sale of certain of the
Debtor's real estate assets.  The Official Unsecured Creditors
Committee is represented by Onsager, Staelin & Guyerson, LLC.


PREMIER PAVING: Disclosure Statement Hearing Set for July 1
-----------------------------------------------------------
A hearing to consider the adequacy of the disclosure statement
explaining Premier Paving, Inc.'s plan of reorganization will be
held on July 1, 2013, at 03:00 p.m.

Under the Plan, the Debtor will restructure its debt and
obligations and continue to operate in the ordinary course of
business and continue with its efforts to sell or refinance the
obligations associated with its asphalt plant.

All classes of claims, except Class 12(a)(Allowed Unsecured Claims
of less than or equal to $1,000) and Class 12(d)(Insider Unsecured
Claims, will receive a 100% recovery of their claim amount.
Holders of Class 12(a) Claims will recover 50%, while holders of
Class 12(d) Claims will not receive anything.

All creditors, except Suncor Energy and the convenience class, are
paid over seven years.  Suncor Energy will be paid at an
accelerated rate because it is the only asphalt cement provider in
Colorado.  Asphalt cement is a petroleum-based product that, when
mixed with rock, forms the basis of the Debtor's product produced
at the asphalt plant.  The Debtor's product is unique and
proprietary in its design.  The Debtor is contractually bound to
provide its proprietary asphalt product to its customers.
Accordingly, the Debtor must maintain its relationship with Suncor
Energy, which stated that it will cease its relationship with the
Debtor unless it is paid in an accelerated rate.

The Debtor will pay the principal portion of the secured claim of
its primary secured creditor, Wells Fargo Bank, N.A., over seven
years, in order to also maximize the payment to unsecured
creditors and provide sufficient cash flow for business
operations.

A full-text copy of the Disclosure Statement dated June 7, 2013,
is available for free at:

       http://bankrupt.com/misc/PREMIERPAVINGds0607.pdf

                        About Premier Paving

Headquartered in Denver, Colorado Premier Paving Inc. --
http://www.premierpavinginc.com/-- operates a full-service
highway construction company, which services include paving,
grading and milling, geo-textiles, trucking, traffic control and
quality control.  Premier Paving also owns and operates an asphalt
plant.

Premier Paving filed for Chapter 11 bankruptcy (Bankr. D. Colo.
Case No. 12-16445) on April 2, 2012.  Judge Michael E. Romero
presides over the case.  In its petition,
the Debtor estimated up to $50 million in assets and debts.  The
petition was signed by David Goold, treasurer.

Lee M. Kutner, Esq., at Kutner Miller Brinen, P.C., serves as the
Debtor's counsel.  Pinnacle Real Estate Advisors LLC provides
professional broker services related to the sale of certain of the
Debtor's real estate assets.  The Official Unsecured Creditors
Committee is represented by Onsager, Staelin & Guyerson, LLC.


RACE POINT: S&P Assigns 'B+' CCR to 4 RPP Co-Borrowers
------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' corporate
credit rating to the four Race Point Power (RPP) co-borrowers
(Race Point Power II LLC, Race Point Power III LLC, Race Point
Power IV LLC, and NeoElectra Lux S.ar.l.) and lowered its rating
to 'B+' from 'BB' on the co-borrowers' $275 million (with an
estimated $69.5 million outstanding as of Jan. 2013), seven-year
senior secured term loan.  At the same time, S&P revised its
recovery rating on the loan to '3' from '1'.  The recovery rating
of '3' indicates S&P's expectation for meaningful (50% to 70%)
recovery of principal in the event of a payment default.  The
outlook is negative.

The 'B+' corporate credit rating is assigned based on the
methodology S&P uses for project developers, which applies to
independent corporate project developers, corporate utility
subsidiaries, or structured, closed-end portfolios.  S&P views the
issuer as a corporate project developer, in its analytical
judgment.  The rating reflects S&P's quality of cash flow (QCF)
score of '8' and anticipated parent-only credit ratios for RPP.
S&P's QCF score reflects its view of the concentration of
distributions from NeoElectra's assets in Spain and the nation's
tough fiscal and economic environment, which has increased Spanish
regulatory risk.

"The 'B+' rating reflects our view of regulatory risk and
concentration in Spanish power plants, a limited ability to absorb
further revenue taxes or a tariff reduction on Spanish assets,
poor performance from some of the U.S assets, and the effects of
double leverage on the portfolio overall," said Standard & Poor's
credit analyst Tony Bettinelli.

The negative outlook reflects S&P's view of the regulatory
uncertainty regarding persistent tariff deficits in Spain and the
possibility that project revenue could be further reduced by
future legislation in Spain.


RAM OF EASTERN: Plan Exclusivity to Expire Today
------------------------------------------------
RAM of Eastern North Carolina LLC's time to file its Plan of
Reorganization and Disclosure Statement is to expire today, absent
further extension from the Court.  On May 28, the Hon. J. Rich
Leonard of the U.S. Bankruptcy Court for the Eastern District of
North Carolina extended until June 20, the Debtor's exclusive plan
filing period.

                About RAM of Eastern North Carolina

RAM of Eastern North Carolina, LLC, formerly Grantham Crossing,
LLC, filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
13-01125) in Wilson, North Carolina, on Feb. 21, 2013.

The Debtor, which owns commercial and residential rental
properties in Craven and Carteret Counties, North Carolina,
disclosed $11.7 million in total assets and $7.70 million in total
liabilities in its schedules.

George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, serves as
bankruptcy counsel to the Debtor.


RAM OF EASTERN: Gets Final OK to Use Cash Collateral
----------------------------------------------------
Bankruptcy Judge J. Rich Leonard granted RAM of Eastern
California, LLC final authority to access cash collateral to be
used for its postpetition, necessary and reasonable operating and
other expenses.

Prior to filing for bankruptcy, Wells Fargo Bank, N.A., Sound Bank
and First South Bank -- the secured creditors -- perfected
security interests in the Debtor's real property assets.

In relation to the Final Cash Collateral Use Order, the Debtor is
required to submit monthly budgets to Wells Fargo every month up
and to confirmation of its bankruptcy plan.  The Debtor is also
ordered to continue to make adequate payment to Wells Fargo on a
monthly basis in the amount of $10,200.

The Debtor is also required to remain current in the payment of
all postpetition tax liabilities.

The Debtor is prohibited from disposing of any asset to which the
Secured Creditors' lien may attach out of the ordinary course of
its business without the advance written consent of the Secured
Creditor, and, as necessary, the approval of the Court.

The Debtor will not dispose of any assets in a bulk sale without
the prior notice to the secured creditors and, as necessary, the
approval of this Court.

The Debtor has a June 20 deadline to file a Chapter 11 plan.

               About RAM of Eastern North Carolina

RAM of Eastern North Carolina, LLC, formerly Grantham Crossing,
LLC, filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
13-01125) in Wilson, North Carolina, on Feb. 21, 2013.

The Debtor, which owns commercial and residential rental
properties in Craven and Carteret Counties, North Carolina,
disclosed $11.7 million in total assets and $7.70 million in total
liabilities in its schedules.

George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, serves as
bankruptcy counsel to the Debtor.


RELIANCE GROUP: Deloitte Wins Dismissal of Lawsuit
--------------------------------------------------
Judge Eileen Bransten of the Supreme Court, New York County,
granted Deloitte & Touche LLP's motion for summary judgment and
dismissed the lawsuit, THE RGH LIQUIDATING TRUST, on behalf of:
RELIANCE GROUP HOLDINGS, INC.; THE GENERAL UNSECURED CREDITORS OF
RELIANCE GROUP HOLDINGS, INC. RELIANCE FINANCIAL SERVICES CORP.
(n/k/a Reorganized RFS Corporation); and THE GENERAL UNSECURED
CREDITORS OF RELIANCE FINANCIAL SERVICES CORP., Plaintiffs, v.
DELOITTE & TOUCHE LLP and JAN A. LOMMELE, Defendants (N.Y.).

The action is based upon the Defendants' allegedly improper
performance of actuarial and accounting services for Reliance
Group Holdings, Inc., Reliance Financial Services Corp., and
Reliance Insurance Company.  The RGH Liquidating Trust commenced
this action in January 2006, asserting fraud claims on behalf of
the general unsecured creditors of RGH and RFS, including a
syndicate of 15 banks that collectively loaned RFS $237.5 million;
the Pension Benefit Guaranty Corporation; and two former employees
of RGH and RFS, David Woodward and Christine Howard.  In November
2007, Plaintiff filed an Amended Complaint, asserting one cause of
action for actuarial fraud and one cause of action for accounting
and auditing fraud.

The Defendants move for summary judgment, seeking dismissal of the
Amended Complaint, as it remains, in its entirety.  In particular,
Defendants seek dismissal as to the claims of the Banks, the PBGC,
and Woodward and Howard.

According to the Amended Complaint, the Banks included Chemical
Bank, Bank of America of Illinois, Bank of New York, Bankers Trust
Company, Credit Lyonnais New York Branch, Credit Lyonnais Caymen
Islands Branch, National Westminster Bank USA, Bank of Montreal,
Corestates Bank, N.A., Union Bank, ABN AMRO Bank N.V., New York
Branch, Sanwa Bank California, Banque Paribas, New York Branch,
The Yasuda Trust and Banking Co., Ltd., and PNC Bank, National
Association.

A copy of the Court's June 6, 2013 slip opinion is available at
http://is.gd/bxURmBfrom Leagle.com.

                  About Reliance Group Holdings

Headquartered in New York, Reliance Group Holdings, Inc. --
http://www.rgh.com/-- owned 100% of the stock of Reliance
Financial Services Corporation, which, in turn, owned 100% of the
stock of Reliance Insurance Company.  RIC generated upwards of 90%
of the income of RGH, whose principal business was its ownership,
through RFS, of RIC and its property and casualty insurance
subsidiaries.

On May 29, 2001, the Commonwealth Court of Pennsylvania placed RIC
in rehabilitation, and named the Pennsylvania Insurance
Commissioner as RIC's rehabilitator.  RIC entered liquidation on
Oct. 3, 2001, and the Commissioner was appointed liquidator.

RGH and RFS filed for Chapter 11 protection on June 12, 2001
(Bankr. S.D.N.Y. Case No. 01-13403), disclosing $12,598,054,000 in
assets and $12,877,472,000 in liabilities.  On April 22, 2005,
RFS's plan of reorganization, approved by the bankruptcy court,
went into effect and RFS emerged from bankruptcy as Reorganized
RFS Corporation.  Under RFS's bankruptcy plan, its litigation
claims and those of its general unsecured creditors were assigned
to RGH.  The bankruptcy court confirmed RGH's First Amended Plan
effective Dec. 1, 2005, which created a liquidating trust.


RESIDENTIAL CAPITAL: Proposes NewOak Capital as Consultant
----------------------------------------------------------
Residential Capital LLC and its affiliates seek the Bankruptcy
Court's authority to employ NewOak Capital Advisors LLC as a
consultant, nunc pro tunc to May 24, 2013, to provide these
services:

   (a) Analysis and confirmation of the tranche structure of the
       FGIC Insured Trusts and FGIC guarantees associated with
       the settlement with the Financial Guaranty Insurance
       Corporation;

   (b) Calculation of the expected lifetime losses from the date
       of issuance for each of the 61 mortgage pools underlying
       each of the FGIC Insured Trusts;

   (c) Calculation of the expected lifetime losses from the date
       of issuance for each of the tranches in the
       securitizations that are not guaranteed by FGIC; and

   (d) Provision of other expert-related testimony, consulting or
       advisory services as may be needed in connection with the
       FGIC Settlement.

NewOak may provide similar valuation services in connection with
an independent analysis of the claims asserted by MBIA Insurance
Corporation.

NewOak will be paid a combination of flat-rates and hourly rates.
The firm will receive a flat-rate of $1,000 for each of the 61
individual mortgage pools underlying the RMBS trusts for which
NewOak performs an expected lifetime loss calculation; and a flat-
rate of $1,000 for each CUSIP, tranche, or class of certificates
not guaranteed by FGIC for which NewOak performs an expected
lifetime loss calculation.

For NewOak's other consulting and potential expert witness
services, it will be paid the following hourly rates:

      Partners             $950
      Managing Directors   $750
      Director/Associate   $600
      Associate            $500
      Analyst              $400

The firm will also be paid its necessary out-of-pocket expenses.

Ron D'Vari, Chief Executive Officer of NewOak Capital Advisors
LLC, assures the Court that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtors and
their estates.

The Court was slated to consider approval of the employment
application on June 19, 2013, at 12:00 p.m. (ET).  Objections were
due June 18.

Gary S. Lee, Esq., Lorenzo Marinuzzi, Esq., and James A. Newton,
Esq., at Morrison & Foerster LLP, in New York, filed the
employment application on behalf of the Debtors.

                     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: Use of AFI Cash Collateral Limited
-------------------------------------------------------
Judge Martin Glenn signed off on a stipulation, which provides
that Residential Capital LLC and its affiliates' rights to use
cash collateral of Ally Financial Inc. pursuant to the AFI DIP and
cash collateral order are terminated as of June 14, 2013, except
that the Debtors are permitted to use Cash Collateral from the
period beginning on June 13, 2013, through and including
June 27, 2013, solely for payment of (i) the cash collateral costs
subject to the certain caps, and (ii) the adequate protection
payments.

The stipulation was signed by Gary S. Lee, Esq., and Todd M.
Goren, Esq., at Morrison & Foerster LLP, in New York, for the
Debtors; Richard M. Cieri, Esq., Ray C. Schrock, Esq., and Stephen
E. Hessler, Esq., at Kirkland & Ellis LLP, in New York, for Ally
Financial Inc. and Ally Bank; J. Christopher Shore, Esq., and
Harrison Denman, Esq., at White & Case LLP, in New York, for the
Ad Hoc Group of Holders of Junior Secured Notes; and Gerard Uzzi,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, for the
Ad Hoc Group of Holders of Junior Secured Notes.

                     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: U.S. Trustee Supports Motion to Unseal
-----------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, supports
Berkshire Hathaway, Inc.'s motion seeking an order unsealing the
report of the Chapter 11 examiner in Residential Capital's cases
arguing that, although there are occasions that examiner reports
are appropriately filed under temporary seal, the strong
presumption of public access to bankruptcy records should be
abridged only in accordance with the specific standards of Section
107 of the Bankruptcy Code.

The U.S. Trustee argues that, in this case, the Examiner's Report
was temporarily sealed based on the Debtors' oral application
under Section 105.  Courts may balance competing statutory
interests of public access and confidentiality in Section 107 when
temporarily sealing documents pending an opportunity for a full
hearing, the U.S. Trustee says.  The general equitable authority
of the Court found in Section 105 should not be substituted,
however, for a statutory provision that specifically deals with
the sealing of documents, the U.S. Trustee asserts.

Section 107 provides both a presumptive right of public access --
and an absolute right of United States Trustee access -- to
documents filed in bankruptcy courts, the U.S. Trustee further
asserts.

The Debtors, according to the U.S. Trustee, have not demonstrated
that they have met the requirements for temporary seal and
similarly, because relief under Section 107 has not been sought,
it is unclear whether any of the parties to the Plan Support
Agreement can satisfy the specific requirements of Section 107.
The Debtors should be required to satisfy those standards and not
be permitted to circumvent Section 107 by relying instead on the
Court's general equitable powers under Section 105 -- even if the
sealing is of limited duration, the U.S. Trustee further argues.

A hearing on Berkshire's Motion to Unseal will be held on
June 26, 2013, at 10:00 a.m.

Trial Attorney Eric J. Small, Esq., in New York, represents the
U.S. Trustee.

                     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: Stipulation on MortgageIT Issue Approved
-------------------------------------------------------------
The Bankruptcy Court approved the stipulation between Debtor
Residential Funding Company, LLC, and MortgageIT, Inc., which
stipulation directs MortgageIT to pay RFC $200,000 in exchange for
the dismissal of a lawsuit RFC filed against MortgageIT in federal
court.

The payment arises from MortgageIT's alleged breach of a
prepetition contract with RFC relating to the sales of residential
mortgage loans.  RFC filed the lawsuit, pending in the U.S.
District Court for the District of Minnesota, on account of the
alleged breaches.

DB Structured Products, Inc., MortgageIT, Inc. and MortgageIT
Holdings, Inc., are represented by Steven Wilamowsky, Esq., at
Bingham McCutchen LLP, in New York.

The Debtors are represented by Gary S. Lee, Esq., and Norman S.
Rosenbaum, Esq., at Morrison & Foerster LLP, in New York.

                     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 Court Approval to Hire APS International as Agent
-----------------------------------------------------------------
RG Steel Sparrows Point LLC filed a motion seeking approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
APS International.

RG Steel tapped the firm to serve as agent of the company and its
affiliates, RG Steel Warren LLC and RG Steel Wheeling LLC, in
connection with the lawsuits they filed against George Kelk Corp.
and nine other defendants.

The other defendants are BIMAC Inc., Golden Ocean Management AS,
International Freight Systems Inc., Opta Minerals Inc., PCL
(Shipping) Pte. Ltd., Transport Sales and Service, United Bulk
Carriers International Navegacao Lda?Madeira, and Veitsch-Radex
America Inc.

APS' primary task as agent is to serve complaints and summonses on
the defendants, which are all based outside of the United States.
RG Steel anticipates that it will take three months to one year or
more to serve the complaints and summonses.

BIMAC Inc. may be reached at:

         Jeffrey Vanacore
         Perkins Coie LLP
         30 Rockefeller Plaza, 22nd Floor
         New York, NY 10112

George Kelk Corporation may be reached at:

         George Kelk, President
         George Kelk Corporation
         48 Lesmill Road CANADA
         Don Mills, ON M3B 2T5

Golden Ocean Management AS may be reached at:

         Herman Billung, President
         Golden Ocean Management AS
         Bryggegata 3 PO Box 2005-Vika
         Oslo, No 0125

International Freight Systems may be reached at:

         Ron Chamberlain, President
         International Freight Systems Inc.
         18900 County Road 42 CANADA
         Tilbury, ON N0P 3L0

Opta Minerals Inc. may be reached at:

         Jeffrey Vanacore, Esq.
         PERKINS COIE LLP
         30 Rockefeller Plaza, 22nd Floor
         New York, NY 10112

                 - and -

         Edward Kok
         Opta Minerals, Inc.
         810 Sherman Avenue
         Coeur d'Alene, ID 83814

PCL (Shipping) Pte. Ltd. may be reached at:

         George Chalos
         Chalos & Co., P.C.
         55 Hamilton Avenue
         New York, NY 11771

Transport Sales and Service may be reached at:

         Timothy Reardon, Esq.
         Nadler Nadler & Burdman Company, LPA
         6550 Seville Drive, Suite B
         Canfield, OH 44406

United Bulk Carriers may be reached at:

         James Saville, Jr.
         Hill Rivkins LLP
         45 Broadway, Suite 1500
         New York, NY 10006

Veitsch-Radex America Inc. may be reached at:

         Eric Monzo, Esq.
         MORRIS JAMES LLP
         PO Box 2306, 500 Delaware Ave Suite 1500
         Wilmington, DE 19899

                 - and -

         Richard Parks, Esq.
         Pietragallo Gordon Alfano Bosick & Raspanti, LlP
         7 West State Street, Suite 100
         Sharon, PA 16146

                          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.


RHODE ISLAND: Moody's May Cut Ratings on 38 Studios Debt Default
----------------------------------------------------------------
Annie Linskey, writing for Bloomberg News, reports Rhode Island
may have its credit grade cut by Moody's Investors Service after
lawmakers debated defaulting on $75 million in debt that brought a
company started by former Boston Red Sox pitcher Curt Schilling to
Providence.

According to the report, Moody's rates the state's general-
obligation debt Aa2, its third highest score.  A change would
affect $2.1 billion in securities, Moody's said in a statement
this week.

Bloomberg relates that Rhode Island's debt tied to 38 Studios LLC,
Mr. Schilling's company, was cut two steps to Baa1 from A2 by
Moody's, citing a potential for default next year.  The Rhode
Island Economic Development Corp. sold the bonds in 2010 to
provide an incentive for Mr. Schilling to move his video-game
company from Massachusetts.  The bonds were backed by a state
"moral obligation pledge," Moody's has said.  Moody's added that a
state reserve fund won't be able to cover interest payments due in
May 2014 without additional money provided under the forthcoming
budget.

According to the report, Moody's said its analysts are focused on
the results of budget deliberations during the next few weeks.
"Failure to appropriate funds to pay debt service on 38 Studios or
any other appropriation-dependent debt which would likely have a
multi-notch impact," the company said.

Governor Lincoln Chafee, 60, included a $2.5 million payment
on the debt in his spending plan for fiscal 2014, which begins
July 1, Bloomberg relates, citing the Providence Journal.  In
debating the plan, lawmakers considered whether to default on the
38 Studios obligations.

"I am confident that we will continue to honor our obligations,"
Gov. Chafee said in a statement.  "We want to send a clear message
to the investment community that Rhode Island is a place that will
make the difficult but necessary decisions for the long-term
health of our state. I believe that the General Assembly will do
the right thing to protect the reputation and borrowing ability of
Rhode Island."


RHYTHM AND HUES: Settles Dispute With JS Communications
-------------------------------------------------------
The Hon. Neil W. Bason of the U.S. Bankruptcy Court for the
Central District of California entered an order approving the
stipulation settling the dispute regarding the request of JS
Communications, Co. Ltd., for payment of a break-up fee in
connection with the sale of substantially all of Rhythm & Hues,
Inc.

JS, the Official Committee of Unsecured Creditors, and the Debtor
stipulated and agreed that JS will be entitled to an allowed
break-up fee in the amount of $300,000.

On March 7, 2013, the Debtor entered into a non-binding letter of
intent with JS, pursuant to which JS proposed to purchase
substantially all of the Debtor's assets as a stalking horse
bidder and JS, as stalking horse bidder, would be entitled to a
break-up fee of $425,000 upon the consummation of the sale to a
buyer other than JS that paid at least $525,000 in cash above the
purchase price contemplated.  The Bid Procedures were approved by
the Court on March 13, 2013.

As reported by the TCR on April 10, 2013, the Debtor closed a
transaction with Parana Studios affiliate 34x118 HOLDINGS, LLC, on
April 8.  The Buyer paid the Debtor $1.2 million in cash, and
assumed a number of liabilities, including the outstanding
obligations under the DIP loan.

The Debtor and the Committee filed an objection to JS's break-up
fee, asserting that a break-up fee is triggered and becomes due to
JS only by an increase in the cash component of the winning bid
and that the cash increment under the winning bid of the Buyer was
not adequate to do so.  JS contested the assertions and stated,
"The convenant of the winning bidder to pay cure fees that JS
would not pay under the LOI and to leave cash assets with the
estate that JS asserts it would have acquired under the LOI
constitute cash increments triggering the break-up fee under the
terms of the Bid Procedures Order, and that in any event the
Bankruptcy Court might under the circumstances consider non-cash
increases in value of the winning bid as entitling JS to the
payment of a break-up fee."  The Committee and the Debtor
contested these assertions.

Evan M. Jones, Esq., at O'Melveny & Myers LLP, the counsel for JS,
stated that the Objections are based on the technical question of
whether the winning bid met the requirements to trigger the
payment of a break-up fee to JS, and are not based on any failure
by JS to perform under its LOI in good faith.  "The parties
recognized that litigation of the disputes will be costly and the
results uncertain and, therefore, after negotiations, the parties
have reached an agreement with respect to the dispute.  JS has
agreed that any payment due to it can be paid to O'Melveny & Myers
LLP," Ms. Jones stated.

JS is also represented by Ana Acevedo, Esq., at O'Melveny & Myers.
The Committee is represented by Gary E. Klausner, Esq., and Eric
D. Goldberg, Esq., at Stutman, Treister & Glatt Professional
Corporation.   The Debtor is represented by Brian L. Davidoff,
Esq., C. John M. Melissinos, Esq., and Courtney E. Pozmantier,
Esq., at Greenberg Glusker Fields Claman & Machtinger LLP.

                      About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed its
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in Los
Angeles on Feb. 13, 2013, estimating assets ranging from $10
million to $50 million and liabilities ranging from $50 million to
$100 million.  Judge Neil W. Bason oversees the case.  Brian L.
Davidoff, Esq., C. John M Melissinos, Esq., and Claire E. Shin,
Esq., at Greenberg Glusker, serve as the Debtor's counsel.
Houlihan Lokey Capital Inc., serves as investment banker.

The petition was signed by John Patrick Hughes, president and CFO.

R&H provided visual effects and animation for more than 150
feature films and has received Academy Awards for Babe and the
Golden Compass, an Academy Award nomination for The Chronicles of
Narnia and Life of Pi.  R&H owned a 135,000 square-foot facility
in El Segundo, California, and had more than 460 employees.

Key clients Universal City Studios LLC and Twentieth Century Fox,
a division of Twentieth Century Fox Film Corporation, provided DIP
financing.  They are represented by Jones Day's Richard L. Wynne,
Esq., and Lori Sinanyan, Esq.

The Official Committee of Unsecured Creditors tapped Stutman,
Treister & Glatt Professional Corporation as its counsel.

As reported by the Troubled Company Reporter on May 16, 2013, the
Debtor sought court authorization from to change its corporate
name to AWTR Liquidation, Inc.


RHYTHM AND HUES: Hires O'Connor Davies as Bankruptcy Accountants
----------------------------------------------------------------
Rhythm and Hues, Inc. asks the Bankruptcy Court for permission to
employ O'Connor Davies, LLP as general bankruptcy accountants.

The firm will provide various services, including:

   a. Preparing the Debtor's federal consolidated and California
      corporate income tax returns for 2012 and 2013 and such
      other years as may be required;

   b. Working with the IRS on the on-going audit, and assisting
      the Debtor with the resolution of the proof of claim filed
      by the IRS in connection therewith; and

   c. Preparing a federal net operating loss carryback refund
      claim for the Debtor.

The firm's rates are:

  Professional         Position          Hourly Rate
  ------------         --------          -----------
  Dean M. Hottle II    Partner               $410
  Tim Desmond          Partner               $400
  Patrick Halloran     Partner               $350
  Erika Prakasam       Manager               $290
  Matt Corona          Manager               $280

Dean M. Hottle II attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                     About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed its
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in Los
Angeles on Feb. 13, 2013, estimating assets ranging from $10
million to $50 million and liabilities ranging from $50 million to
$100 million.  Judge Neil W. Bason oversees the case.  Brian L.
Davidoff, Esq., C. John M Melissinos, Esq., and Claire E. Shin,
Esq., at Greenberg Glusker, serve as the Debtor's counsel.
Houlihan Lokey Capital Inc., serves as investment banker.

The petition was signed by John Patrick Hughes, president and CFO.

R&H provided visual effects and animation for more than 150
feature films and has received Academy Awards for Babe and the
Golden Compass, an Academy Award nomination for The Chronicles of
Narnia and Life of Pi.  R&H owned a 135,000 square-foot facility
in El Segundo, California, and had more than 460 employees.

Key clients Universal City Studios LLC and Twentieth Century Fox,
a division of Twentieth Century Fox Film Corporation, provided DIP
financing.  They are represented by Jones Day's Richard L. Wynne,
Esq., and Lori Sinanyan, Esq.

The Official Committee of Unsecured Creditors tapped Stutman,
Treister & Glatt Professional Corporation as its counsel.

At the end of March 2013, the Debtor sold the business to 34x118
Holdings Inc., an affiliate of competitor Prana Studios Inc.  The
buyer agreed to pay $1.2 million cash, take over payment of the
loan financing the Chapter 11 effort, pay defaults on contracts
going along with the sale, and assume liabilities to employees for
as much as $5 million.  On May 24, 2013, the Debtor obtained Court
permission to change its corporate name to AWTR Liquidation, Inc.


RHYTHM AND HUES: Plan Outline Deadline Extended to July 31
----------------------------------------------------------
The deadline for Rhythm and Hues, Inc., now known as AWTR
Liquidation, Inc., to file a plan of reorganization has been
extended from June 11, 2013 to July 31, 2013.  A further case
status conference will be held on July 2, 2013 at 1:00 p.m.

                     About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed its
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in Los
Angeles on Feb. 13, 2013, estimating assets ranging from $10
million to $50 million and liabilities ranging from $50 million to
$100 million.  Judge Neil W. Bason oversees the case.  Brian L.
Davidoff, Esq., C. John M Melissinos, Esq., and Claire E. Shin,
Esq., at Greenberg Glusker, serve as the Debtor's counsel.
Houlihan Lokey Capital Inc., serves as investment banker.

The petition was signed by John Patrick Hughes, president and CFO.

R&H provided visual effects and animation for more than 150
feature films and has received Academy Awards for Babe and the
Golden Compass, an Academy Award nomination for The Chronicles of
Narnia and Life of Pi.  R&H owned a 135,000 square-foot facility
in El Segundo, California, and had more than 460 employees.

Key clients Universal City Studios LLC and Twentieth Century Fox,
a division of Twentieth Century Fox Film Corporation, provided DIP
financing.  They are represented by Jones Day's Richard L. Wynne,
Esq., and Lori Sinanyan, Esq.

The Official Committee of Unsecured Creditors tapped Stutman,
Treister & Glatt Professional Corporation as its counsel.

At the end of March 2013, the Debtor sold the business to 34x118
Holdings Inc., an affiliate of competitor Prana Studios Inc.  The
buyer agreed to pay $1.2 million cash, take over payment of the
loan financing the Chapter 11 effort, pay defaults on contracts
going along with the sale, and assume liabilities to employees for
as much as $5 million.  On May 24, 2013, the Debtor obtained Court
permission to change its corporate name to AWTR Liquidation, Inc.


RITE AID: S&P Assigns 'CCC' Rating to $400MM Sr. Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'CCC' issue-
level rating and '6' recovery rating to Rite Aid Corp.'s
$400 million senior unsecured notes due 2021.  S&P rates the
proposed unsecured notes two notches below the company's 'B-'
corporate credit rating.  The outlook is stable.

Rite Aid intends to use the net proceeds from the notes to
refinance a portion its existing $810 million 9.5% unsecured notes
due 2017.

The ratings on Rite Aid reflect its "weak" business risk profile
and "highly leveraged" financial risk profile.  S&P based the
business risk profile on the company's competitive disadvantage
and weak profitability relative to its peers, CVS Caremark and
Walgreen Co. (which S&P rates 'BBB+' and 'BBB', respectively)
because of its higher cost structure and under-investment in its
store base.  Still, Rite Aid achieved significant improvement in
profitability in fiscal 2013 due to the higher margin contribution
from a strong generic drug pipeline, increased prescription volume
from the ExpressScript/Walgreen dispute, and the progress of its
loyalty and merchandising programs.  S&P expects Rite Aid's
financial risk profile to remain highly leveraged due to its
significant debt burden.  Rite Aid achieved good improvement in
credit protection measures in fiscal 2013 due to higher
profitability and S&P expects credit measures to remain near
current levels in the mid-7x area in fiscal 2014.  S&P expects
Rite Aid to generate positive free cash flow and maintain
substantial availability under its $1.795 billion revolving credit
facility.

RATINGS LIST

Rite Aid Corp.
Corporate Credit Rating                    B-/Stable/--

New Rating
Rite Aid Corp.
$400M senior unsecured notes due 2021      CCC
Recovery rating                            6


RIVER CANYON: District Court Declines to Stay Confirmation Hearing
------------------------------------------------------------------
The confirmation hearing on River Canyon Real Estate Investments,
LLC's Chapter 11 reorganization plan will proceed this week after
Senior District Judge John L. Kane in Colorado denied the request
of United Water & Sanitation District to stay the confirmation
hearing pending the Sanitation District's appeal from certain
bankruptcy court orders.

The Sanitation District has lodged an appeal before the District
Court challenging certain pre-confirmation hearing real property
valuation orders issued by the bankruptcy court.  The Sanitation
District contends the bankruptcy court's valuation orders are
final and appealable, and argues the bankruptcy judge decision to
adopt a particular method for valuing the real property lots at
issue was erroneous and substantially reduces the value of its
claim.

The bankruptcy court has already denied a request by the
Sanitation District to stay the confirmation hearing, rejecting
its contention that the valuation orders are final and appealable
and finding insufficient grounds to allow United to proceed
interlocutorily.

"I find the bankruptcy court's reasoning sound. There are many
moving parts to the confirmation inquiry, and the entirety of [the
Sanitation District's] appeal will be moot if the Debtor's plan is
rejected or if the Douglas Country District Court issues rulings
impacting [the Sanitation District's] standing to pursue its claim
as a 'special district' under C.R.S. Sec. 32-1-101 et seq.  I am
unpersuaded that the authorities relied on by [the Sanitation
District] warrant tying up the proceedings below so that a
potentially secured creditor may proceed to retry an evidentiary
issue thoughtfully handled below by the bankruptcy court," Judge
Kane said.

Judge Kane denied the Debtor's Motion to Dismiss Appeal, but
briefing on the merits of the appeal shall remain stayed unless
and until the Debtor's Chapter 11 Plan is confirmed.  The parties
are directed file a Status Report informing the District Court of
the status or results of the confirmation proceedings on or before
June 24, 2013.

A copy of Judge Kane's June 12 Order is available at
http://is.gd/42P5hLfrom Leagle.com.

United Water & Sanitation District is represented by:

         Bart B. Burnett, Esq.
         Kevin Scott Neiman, Esq.
         Robert Michael Horowitz, Esq.
         HOROWITZ & BURNETT, P.C.
         E-mail: bburnett@hblegal.net
                 kneiman@hblegal.net
                 bhorowitz@hblegal.net

River Canyon Real Estate Investments, LLC, is represented by:

         David Vincent Wadsworth, II, Esq.
         David Jarom Warner, Esq.
         Harvey Sender, Esq.
         SENDER WASSERMAN WADSWORTH, P.C.
         E-mail: dwadsworth@sww-legal.com
                 dwarner@sww-legal.com
                 hsender@sww-legal.com

                        About River Canyon

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.  River Canyon filed a Chapter 11 petition (Bankr. D. Colo.
Case No. 12-20763) on May 23, 2012, in Denver as part of its
settlement negotiations with lender Beal Bank Nevada, and to
preserve the value of its assets.  At Beal Bank's behest, Cordes &
Company was named, effective Oct. 15, 2010, as receiver for the
643-acre real estate development with golf course in Douglas
County, Colorado.  The Debtor disclosed assets of $19.7 million
and liabilities of $45.3 million in its schedules.  The property
and golf course are estimated to be worth $11 million, and secures
a $45 million debt.  Judge Elizabeth E. Brown presides over the
case.  The Debtor is represented by Sender & Wasserman, P.C., as
its Chapter 11 counsel.  Alan Klein, Glenn Jacks, Dan Hudick, and
Bill Hudick own most of the Debtor.  Mr. Jacks, which has a 12.8%
membership interest, signed the Chapter 11 petition.

Richard A. Wieland, the U.S. Trustee for Region 19, was unable to
form an official committee of unsecured creditors because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.  The
U.S. Trustee reserves the right to appoint such a committee should
interest develop among the creditors.


ROTECH HEALTHCARE: Creditors Have Until July 12 to File Claims
--------------------------------------------------------------
Rotech Healthcare Inc., et al., sought and obtained an order from
the U.S. Bankruptcy Court for the District of Delaware
establishing July 12, 2013, at 5:00 p.m. (prevailing Eastern Time)
as the deadline by which each person or entity, other than
governmental units, must file a proof of claim based on
prepetition claims against the Debtors.

Governmental units have until Oct. 7, 2013, at 5:00 p.m.
(prevailing Eastern Time) by which to file proofs of claim.

                    About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.


ROTECH HEALTHCARE: Creditors Committee Has OK to Retain Buchanan
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Rotech Healthcare Inc., et al., obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to retain Buchanan Ingersoll & Rooney PC as its local
Delaware counsel, nunc pro tunc to April 18, 2013.

The hourly rates of Buchanan Ingersoll personnel are:

          Mary F. Caloway, shareholder            $570
          Kathleen A. Murphy, associate           $320
          Tammy R. Rogers, paralegal              $155

                    About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.


ROTECH HEALTHCARE: Has Court OK to Employ Deloitte as Auditor
-------------------------------------------------------------
Rotech Healthcare Inc., and its debtor affiliates, obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Deloitte Tax LLP as tax service providers and
Deloitte & Touche LLP as independent auditors.

                    About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.


ROTECH HEALTHCARE: Creditors Panel Can Hire Grant Thornton
----------------------------------------------------------
The Official Committee of Unsecured Creditors received authority
from the U.S. Bankruptcy Court for the District of Delaware to
retain Grant Thornton LLP as financial advisors.

Grant Thornton will, among other things:

   -- assist the Committee in the analysis of the current
      financial position of the Debtors;

   -- attend and advise at meeting/calls with the Committee and
      its counsel and representatives of the Debtor and other
      parties; and

   -- assist and advise the Committee in its analysis of the

      Debtors' hypothetical liquidation analyses under various
      scenarios.

The hourly rates of Grant Thornton's personnel are:

       Partner/Principal/Managing Director     $625 - $695
       Senior Manager/Director                 $525 - $610
       Manager                                 $410 - $465
       Senior Associate                        $290 - $360
       Paraprofessional                         $75 - $175

                    About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.


ROTECH HEALTHCARE: Objects to Proposed Moelis Retention
-------------------------------------------------------
BankruptcyData reported that Rotech Healthcare filed with the U.S.
Bankruptcy Court supplemental objection to the official committee
of equity security holders' motion to retain Moelis & Company as
financial advisor.

Rotech Healthcare states that the Revised Engagement Letter is
inconsistent with this Court's ruling at the June 13, 2013 hearing
by conditioning Moelis' engagement on an 11 U.S.C. Sec. 328(a)
retention.  Compensation provided under terms and conditions of
employment approved under Sec. 328(a) may only be altered 'if such
terms and conditions prove to have been improvident in light of
developments not capable of being anticipated at the time of the
fixing of such terms and conditions.'  This is in direct
contravention of the Court's reservation of rights with respect to
awarding Equity Committee's professionals less fees if they do not
add value to the estate or if the fees are objectionable pursuant
to Section 330.  In fact, by insisting on Section 328(a)
retention, the Equity Committee and Moelis intentionally attempt
to undermine the Court's ruling, and that alone is cause to deny
Moelis' retention."

                    About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.


ROTECH HEALTHCARE: Equity Holders Lose Bid to Hire Moelis
---------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that the equity
committee in the Rotech Healthcare Inc. Chapter 11 case lost a bid
to hire Moelis & Co. LLC as its financial adviser, when a Delaware
bankruptcy judge said Moelis' fee was too expensive for a creditor
not believed to be getting any recovery.

According to the report, U.S. Bankruptcy Judge Peter J. Walsh said
that Moelis' proposed fee of $125,000 per month, plus an
additional transaction fee if a sale or restructuring provided a
recovery for the committee, was not justified.

                    About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.


ROTHSTEIN ROSENFELDT: Trustee Wants Investors' Evidence Excluded
----------------------------------------------------------------
Carolina Bolado of BankruptcyLaw360 reported that the trustee
overseeing the liquidation of Ponzi schemer Scott Rothstein's law
firm asked a Florida bankruptcy court to exclude evidence from
investors objecting to a provision in the exit plan that bars
suits against TD Bank NA.

According to the report, Rothstein Rosenfeldt Adler PA trustee
Herbert Stettin said the evidence and expert testimony that
investors are planning to provide "amounts to little more than
rank speculation" and will be irrelevant to the court's analysis
of a bar order that would extinguish investors' rights to sue TD
Bank.

                   About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.


SABANA DEL PALMAR: FDIC-R Has Green Light to Foreclose
------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte granted the Federal Deposit
Insurance Corporation, as receiver for Westernbank Puerto Rico,
relief from the automatic stay in the Chapter 11 case of Sabana
Del Palmar, Inc., allowing FDIC-R to enforce its loan documents
against the Debtor including, without limitation, a foreclosure of
the Debtor's property.  Judge Lamoutte said FDIC-R has proven
there is no equity in the Debtor's Property and the Debtor has
failed to prove that it can successfully reorganize in a
reasonable amount of time.  A copy of the Court's May 29, 2013
Opinion and Order is available at http://is.gd/mZWuFjfrom
Leagle.com.

In a separate ruling also on May 29, Judge Lamoutte denied Sabana
del Palmar's Motion for Turnover of Property, and granted FDIC-R's
motion to excuse turnover.  A copy of the Court's May 29, 2013
Opinion and Order is available at http://is.gd/Efx3hQfrom
Leagle.com.

FDIC-R's expert established that the Property is currently valued
at $9,920,000 for purposes of the Motion for Relief.  The Debtor
financed the construction and development of the Property with
financing obtained from Westernbank with the loans that constitute
the outstanding debt that is the subject of FDIC-R's proof of
claims.  On April 30, 2010, the Puerto Rico Commissioner of
Financial Institutions closed Westernbank and the FDIC-R was
appointed receiver of Westernbank.

On March 15, 2012, the FDIC-R filed a Complaint in the U.S.
District Court for the District of Puerto Rico seeking to enforce
its loan documents against the Debtor including, without
limitation, a foreclosure of the Property.  On July 3, 2012, at
the behest of FDIC-R, the District Court appointed a receiver over
the Debtor's Property.

When it filed for bankruptcy, the Debtor owed FDIC-R $32,070,760
on a loan secured by, inter alia, a first priority mortgage lien
on the Property -- First Loan -- and an additional $8,698,961 on a
loan secured by an additional lien in, inter alia, the Property --
Second Loan.  The balance owed takes into consideration roughly
$27,000,000 paid by the debtor towards the construction loan.
FDIC-R is a first-priority secured creditor and that its liens in
the Property are perfected.

The Debtor submitted a sketch of a plan of reorganization wherein
Debtor proposes to sell the unsold units of the Property over a
three-year period.  The Debtor's Sketch of Plan involves managing
the Property and apportioning a percentage of the proceeds of the
sales of the units of the Property to unsecured creditors.
Further, the Sketch of Plan is contingent on the Debtor obtaining
post-petition financing and giving super-priority status to the
proposed lender.

                      About Sabana Del Palmar

Sabana Del Palmar, Inc., is a real estate company formed in 1996
for the purpose of purchasing real property and constructing 150
residential units for marketing and resale to third parties in a
development located in Bayamon, Puerto Rico, known as Mirabella
Village & Club.  The Property consists of the 69 remaining unsold
units (150 were constructed, and 81 were subsequently sold). Of
the remaining 69 units, 19 have been approved by the Court for
sale.  However, the sales had not closed.

Sabana Del Palmar is a corporation wholly-owned by Gulfcoast
Irrevocable Trust IV.  It has no employees.

Michael Scarfia, Sr., is the sole officer of Sabana Del Palmar and
the sole trustee and beneficiary of Trust IV.  Mr. Scarfia is an
experienced real estate developer.

Sabana Del Palmar, dba Mirabella Village & Club, filed for
Chapter 11 bankruptcy (Bankr. D.P.R. Case No. 12-06177) on
Aug. 5, 2012.  Carmen D. Conde Torres, Esq., at C.Conde & Assoc.,
serves as the Debtor's counsel.  In its petition, the Debtor
scheduled assets of US$262,415 and liabilities of US$49,594,964.
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/prb12-06177.pdf The petition was signed
by Mr. Scarfia as president.


SAN DIEGO HOSPICE: Government Files $112 Million Claim
------------------------------------------------------
Paul Sisson, writing for U-T San Diego, reports that the federal
government said Monday the San Diego Hospice owed it $112 million
for "false claims for payment" in 2009 and 2010.  According to the
report, the claim, which dwarfs all the others in the bankruptcy
case, had been anticipated since late 2012, when the hospice's
chief executive officer, Kathleen Pacurar, publicly acknowledged
problems with Medicare billings that led to the hospice's
liquidation.

According to the report, Sam Maizel, the attorney who represents
the hospice's creditors in the bankruptcy case, said Tuesday that
he would like to know more about how the government arrived at
$112 million.  "We're certainly going to investigate the basis for
the (Centers for Medicare & Medicaid) claim. It provides no
evidence of how they've calculated the amount they've asserted,"
Mr. Maizel said.  He is with Pachulski Stang Ziehl & Jones.

The report notes the government's $112 million claim would raise
the projected unsecured claims in the case to between $150 million
and $159 million.  A liquidation plan filed in May states that the
bankruptcy trust expects to have about $13.5 million to disburse
once all sales are final and all commissions are paid.  If
creditors approve the plan, an estimated $5.5 million to $6.1
million would be used to pay 100 percent of administrative and
priority claims including about $1.7 million in lawyers' fees and
$1.2 million in unpaid employee leave and other reimbursements.
That would leave between $7.3 million and $7.9 million to pay the
estimated $124 million to $128 million in unsecured requests.

According to the report, Mr. Maizel said the amount will be paid
on a pro-rata basis. Given that the CMS claim represents 90
percent of the unsecured claims, that would mean the federal
government is entitled to 90 percent of the remaining money.

According to the report, the liquidation plan states that
creditors have asked CMS to split its claim into two parts.  The
government, under the proposal, would receive an unsecured claim
equal to the total amount of all other unsecured claims.  For
example, if the creditors approve a total of $12 million in
unsecured claims, then the government would also get $12 million,
creating a total pool of $24 million. This arrangement would give
the government a 50-50, rather than a 90-10 split of the remaining
cash.

The report relates Mr. Maizel said he did not take the
government's claim as a rejection of the 50-50 proposal.  "I
believe we are still negotiating," he said.

             About San Diego Hospice & Palliative Care

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Cal. Case No. 13-01179) in San Diego on
Feb. 4, 2013.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

The Debtor scheduled $20,369,007 in total assets and $14,888,058
in total liabilities.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

Procopio, Cory, Hargreaves & Savitch LLP serves as counsel to the
Debtor.

On April 30, 2013, San Diego Hospice received Court authority to
sell its unused 24-bed hospice facility to Scripps Health for
$16.55 million.  Scripps made the opening bid of $10.7 million at
the auction that took place before the sale-approval hearing.  The
other bidder was Sharp Healthcare.  The sale is also subject to
approval by regulators in California.

In May 2013, San Diego Hospice and its creditors' committee
jointly filed a liquidating Chapter 11 plan and an explanatory
disclosure statement.  There will be a June 27 hearing in U.S.
Bankruptcy Court in San Diego for approval of disclosure materials
telling unsecured creditors with claims from $12 million to $16
million why their recovery may range from nothing to 43 percent.


SBM CERTIFICATE: SEC Wants Chapter 11 Trustee
---------------------------------------------
The Securities and Exchange Commission has filed a motion asking
the Bankruptcy Court to enter an order directing the appointment
of a chapter 11 trustee in the bankruptcy case of SBM Certificate
Company, et al.

The Debtors filed their Chapter 11 bankruptcy petitions the last
day they were to otherwise respond to the Commission's motion
seeking, among other relief, the immediate appointment of a
receiver in a matter pending against them in the United States
District Court for the District of Maryland, Greenbelt Division.
SEC v. SBMIC, et al., 06-cv-866-DKC (U.S. Dist. Md. Chasanow, CJ).

The Debtors, on March 2, 2012, were held in civil contempt by
Chief Judge Chasanow for engaging in acts of misappropriation of
company assets, self-dealing and deliberate violations of a lawful
judgment entered against them. SEC v. SBM Inv. Certificates, Inc.,
et al., 2012 WL 706999 (Mar. 2, 2012 D. Md.).  On March 22, 2013,
the Commission moved, among other things, for the immediate
appointment of a receiver because evidence emerged that Debtors
had engaged in further acts of misconduct and had utterly failed
to comply with a final consent judgment.

"The Commission maintains that the grounds for its motion seeking
the appointment of a receiver before Chief Judge Chasanow also
justify the immediate appointment of a Chapter 11 trustee in these
bankruptcy proceedings.  The Debtors, through their management,
are grossly unfit to continue managing these Debtors. To preserve
the assets of these bankruptcy estates, this Court should appoint
a Chapter 11 trustee," says Alan S. Maza, counsel to the SEC.

The Commission recounts that the Debtors, without admitting or
denying liability, consented to entry of a Final Consent Judgment
in SEC v. SBMIC, et al., 06-cv-866-DKC, which ordered them, among
other things, to retain an independent consultant, repay investors
with principal and interest, and perform various undertakings
designed to protect investor/creditors.  Over 2,000
investors/creditors, mostly individuals who have invested less
than $10,000, own approximately $33 million in Debtors' face-
amount certificates.

According to the Commission, the Final Consent Judgment offered a
construct for Debtors to come into compliance with the law and
resume the payment of interest and principal to these small
investor/creditors or liquidate and return whatever assets
remained.

However, in implementing the Final Consent Judgment, Debtors
repeatedly demonstrated contemptuous conduct, utterly failed to
comply with applicable law, squandered corporate and
investor/creditor assets, and diverted funds for the personal
benefit of its Chairman and Chief Executive Officer Eric M.
Westbury.

The Debtors, Mr. Westbury and Geneva Capital Partners, LLC, which
is a company Mr. Westbury owns and controls with his wife, without
admitting or denying liability, also consented to entry of an
Administrative Order of the Commission finding that Debtors
willfully violated Section 28 of the Investment Company Act of
1940, and that Debtors, Mr. Westbury and Geneva willfully violated
the anti-fraud provisions of the federal securities laws.

The Commission's Administrative Order censured Mr. Westbury,
ordered him to pay a civil penalty of $130,000 and ordered
Debtors, Mr. Westbury and Geneva to cease and desist from
committing or causing any violations and any future violations of
the anti-fraud provisions of the federal securities laws.

Mr. Westbury signed his consent and then refused to pay even the
first installment of his $130,000 civil penalty and, as a result,
the Commission became his largest creditor.  It was by virtue of
the Commission's status as a creditor that it learned that Mr.
Westbury and his wife Victoria, within the past two years, filed
four Chapter 13 bankruptcies and that, in the course of these
bankruptcy proceedings, revealed acts of misappropriation, self-
dealing and gross mismanagement by Mr. Westbury on behalf of
Debtors.

Accordingly, the Commission seeks the immediate appointment of a
Chapter 11 Trustee to preserve any remaining assets and to insure
the protection of the interests of the Debtors' estates.

The SEC is represented by:

         Alan S. Maza
         Alistaire Bambach
         Division Bankruptcy Counsel
         U.S. Securities and Exchange Commission
         3 World Financial Center
         New York, NY 10281
         Telephone: 212-336-1100
         E-mail: mazaa@sec.gov

                    About SBM Certificate

SBM Certificate Company filed a bare-bones Chapter 11 petition
(Bankr. D. Md. Case No. 13-17282) in Greenbelt, Maryland, on
April 26, 2013.  Eric W. Westbury, Sr., signed the petition as
director.  Lawrence A. Katz, Esq., at Leach Travell Britt PC,
in Tysons Corner, Virginia, serves as counsel to the Debtors.
Silver Spring-based SBM disclosed $28.7 million in assets and
$49.4 million in liabilities as of Dec. 31, 2012.


SCOOTER STORE: Numotion Offers Service to Ex-Alliance Customers
---------------------------------------------------------------
Numotion on June 18 disclosed that it has become apparent that a
great many past clients of Alliance Seating and Mobility, a
subsidiary company of The Scooter Store, are now unable to access
timely repair.  This appears to be due to the ongoing bankruptcy
proceedings and a dramatic reduction of field service employees.

Unfortunately a great many of these clients are complex mobility
users with significant disabilities, who depend on their
wheelchairs for daily activities.  These clients are full time
wheelchair users and are at grave risk should their wheelchairs
fail and they cannot find a provider willing and able to offer
service and repairs.

Numotion has made the decision to provide access to repairs for
any client owned wheelchair to all former customers of Alliance
Seating and Mobility.  Paul Bergantino, Numotion CEO stated,
"While we recognize the payment risk we feel that the customer's
wellbeing is paramount and we will work hard to fill the void left
by Alliance.  Our concern is with these clients and we will do
what we can to see that they remain safe and independent."

For those in need of service please contact your local Numotion
office.  Please visit Numotion.com or call our National Customer
Care Center at 800-500-9150.

                          About Numotion

Formed by the merger of ATG Rehab and United Seating & Mobility,
Numotion -- http://www.Numotion.com-- aims to be the most
responsive and innovative provider of custom wheelchairs to do
business with.  With more than 2,000 employees, over 120 locations
nationwide and accredited nationally by ACHC, Numotion remains
committed to a strong local focus.

                       About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.


SEA TRAIL: Chinese Investor Wins Auction With $8.5MM Offer
----------------------------------------------------------
Jason Gonzales, writing for StarNews Online, reports that The Sea
Trail Golf Resort and Conference Center was sold Tuesday for $8.5
million to a Chinese investor, identified only as Mr. Pan, during
a bankruptcy auction, according to a press release from Tryon
Capital Ventures, a company representing Mr. Pan's company. The
sale will be finalized in mid-July.

According to the report, Mr. Pan is a successful investor from
China and enlisted Tryon Ventures to help with the purchase,
according to the release. He is described as an industrialist in
China who has considerable real estate holdings in his country.

"This is Mr. Pan's first investment in the U.S. and he is excited
about the opportunity to re-vitalize Sea Trail as an outstanding
resort and conference center," said Pete Coker, a managing
director at Tryon Capital Ventures, in the release, the report
says. "We look forward to assisting with the transition to new
ownership and working with his team to bring renewed life to this
award-winning Sunset Beach golf resort community."

As reported by the Troubled Company Reporter, Sea Trail had a
$6 million stalking horse offer from Cienda Management LLC.

The resort was once listed at more than $34 million.

The Bankruptcy Administrator for the Eastern District of North
Carolina has a pending motion seeking dismissal of the case.  The
Bankruptcy Administrator said the Debtor has the inability to
effectuate substantial consummation of a confirmed plan.

The Court entered an order confirming the Debtor's First Amended
Plan of Reorganization on Oct. 23, 2012, and entered an amended
order confirming the Plan on Dec. 3, 2012.  The Plan Effective
Date is contingent upon a sale of the assets.

A hearing on the Motion to Dismiss has been continued to July 11.

                    About Sea Trail Corporation

Sunset Beach, North Carolina-based Sea Trail Corporation owns and
operates the Sea Trail Golf Resort and Conference Center.  The
Debtor's business operations are comprised of three operating
divisions, including the golf division, the convention and resort
division, and the real estate division.

Sea Trail filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
11-07370) on Sept. 27, 2011, in Wilson, North Carolina.  The
Debtor reported $34,222,281 in assets and $22,174,201 in
liabilities as of the Chapter 11 filing.  Stubbs & Perdue P.A. is
the Debtors' attorney.  McIntyre, Paradis, Wood & Company CPA's
PLLC is the Debtor's accountants.  The Finley Group, Inc., is the
Debtor's financial consultant.

Sea Trail Corporation's official committee of unsecured creditors
retained J.M. Cook and his firm, J.M. Cook, P.A., as counsel.


SEVEN COUNTIES: Proofs of Claim Due Aug. 8
------------------------------------------
The last day for persons and entities to file proofs of claim
asserting prepetition claims against Seven Counties Services,
Inc., is Aug. 8, 2013.

                        About Seven Counties

Seven Counties Services Inc., a not-for-profit behavioural
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-31442) in the hometown
on April 4, 2013.  The petition was signed by Anthony M. Zipple as
president/CEO.  The Debtor scheduled assets of $45,603,716 and
scheduled liabilities of $232,598,880.  Seiller Waterman LLC
serves as the Debtor's counsel.  Judge Joan A. Lloyd presides over
the case.

The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.


SEVEN COUNTIES: Appointment of Patient Care Ombudsman Waived
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky,
Louisville Division, granted Seven Counties Services, Inc.'s
motion to waive the appointment of a patient care ombudsman in the
Chapter 11 case.

Bankruptcy Judge Joan A. Lloyd held that a patient care ombudsman
is not necessary in the case.

                        About Seven Counties

Seven Counties Services Inc., a not-for-profit behavioural
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-31442) in the hometown
on April 4, 2013.  The petition was signed by Anthony M. Zipple as
president/CEO.  The Debtor scheduled assets of $45,603,716 and
scheduled liabilities of $232,598,880.  Seiller Waterman LLC
serves as the Debtor's counsel.  Judge Joan A. Lloyd presides over
the case.

The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.


SEVEN COUNTIES: Court DQs Lloyd & McDaniel as KERS' Counsel
-----------------------------------------------------------
For reasons stated in open court, the U.S. Bankruptcy Court for
the Western District of Kentucky, Louisville Division, granted
Seven Counties Services, Inc.'s motion to disqualify Lloyd &
McDaniel, PLC, as counsel for Kentucky Retirement Systems and
Kentucky Employee Retirement System.

                        About Seven Counties

Seven Counties Services Inc., a not-for-profit behavioural
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-31442) in the hometown
on April 4, 2013.  The petition was signed by Anthony M. Zipple as
president/CEO.  The Debtor scheduled assets of $45,603,716 and
scheduled liabilities of $232,598,880.  Seiller Waterman LLC
serves as the Debtor's counsel.  Judge Joan A. Lloyd presides over
the case.

The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.


SPECIALTY PRODUCTS: Wants $1-Bil. Asbestos Appeal in 3rd Circ.
--------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that Specialty Products
Holding Corp. sought permission to go directly to the Third
Circuit with its appeal of a Delaware bankruptcy court's decision
pegging its asbestos-related liability at $1.1 billion, saying a
quick resolution of the issue has implications for its case and
others.

According to the report, U.S. Bankruptcy Judge Judith K.
Fitzgerald issued an opinion May 20 estimating Specialty Products'
current and future liability for asbestos-related mesothelioma
claims at $1.1 billion, a figure that eclipsed its various
projections by hundreds of millions of dollars.

                     About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as co-
counsel.  Logan and Company is the Company's claims and notice
agent.  The Company estimated its assets and debts at $100 million
to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.


SUGARLEAF TIMBER: Wants to Use Farm Credit's Cash Collateral
------------------------------------------------------------
Sugarleaf Timber, LLC, seeks permission from the U.S. Bankruptcy
Court for the Middle District of Florida to use the proceeds of a
Master Hunting Lease, which constitutes cash collateral subject to
the liens of Farm Credit of North Florida, ACA, as agent/nominee
for itself and its wholly owned subsidiary, Farm Credit of North
Florida, FLCA.

The Debtor owns approximately 7,060 acres of real property in
Southeast Clay County, Florida, with frontage on US Highway 17,
Warner Road, Leno Road and Sungarden Road.  The Property is
subject to one or more liens of Farm Credit.  The Debtor holds
$109,816.22 of Hunting Lease Proceeds representing two years of
rental income the Debtor has received from NRPS during the
pendency of this case.  Robert D. Wilcox, Esq., at Brennan, Manna
& Diamond, PL, the attorney for the Debtor, says that the Debtor
anticipates receiving an additional annual payment of
approximately $50,000 on Oct. 1, 2013.  Both the lease proceeds
that the Debtor holds and the anticipated future payment are
subject to the liens of Farm Credit and constitute cash
collateral.

Mr. Wilcox states that in anticipation of future demand for
industrial and residential land, the Debtor wants to further
enhance the amount of industrial and residential development
permitted on the Property.  The Debtor, according to Mr. Wilcox,
wants to use the Cash Collateral to pay for the services of
England-Thims & Miller, Inc., to continue the process of
transitioning the Property from a timber plantation to a mixed-use
project in order to maximize the value of the Property for the
benefit of the Debtor's creditors and its estate.

Mr. Wilcox says that Farm Credit would be adequately protected
with regard to its interest in the Cash Collateral because (i) the
Property's current value substantially exceeds the amount of the
Debtor's debt to Farm Credit, and (ii) the Development Services
will materially enhance the value of the Property, which will
increase the already substantial equity cushion between the
Property's value ($30.33 million to $38.84 million) and the amount
of the Debtor's debt to Farm Credit (approximately $24 million).

                      About Sugarleaf Timber

Sugarleaf Timber, LLC, in Jacksonville, Florida, is in the
business of purchasing, developing, and reselling real property in
Northeast Florida.  The Company filed for Chapter 11 bankruptcy
(Bankr. M.D. Fla. Case No. 11-03352) on May 8, 2011.  Chief
Bankruptcy Judge Paul M. Glenn presides over the case.  Robert D.
Wilcox, Esq., at Brennan, Manna & Diamond, P.L., in Jacksonville,
Fla., serves as the Debtor's bankruptcy counsel.

In its schedules, the Debtor disclosed assets of $31,016,486 and
liabilities of $26,781,079.  The petition was signed by Victoria
D. Towers, manager of Diversified Investments of Jacksonville LLC,
which serves as manager to the Debtor.

The Debtor's plan that was filed in October 2011 provides for the
delivery of a portion of the Debtor's properties which are subject
to Farm Credit's liens, which delivery the Debtor asserts will
provide the "indubitable equivalent" of Farm Credit's secured
claim.  Management of the reorganized Debtor will remain the same
after the bankruptcy exit.  Counsel for Farm Credit has opposed
the Plan, citing that the Plan is a partial "dirt for debt" plan
seeking to force Farm Credit to receive a portion of its real
property in full satisfaction of approximately $27,400,000 in
secured claims while the Debtor retains approximately 622 acres of
real property collateral which Farm Credit is forced to release
under the Plan.

An Official Committee of Unsecured Creditors has not been
appointed.  Additionally, no trustee or examiner has been
appointed.


SUPERMEDIA INC: Verizon Finishes Off Creditor Suit Over Spinoff
---------------------------------------------------------------
Jess Davis of BankruptcyLaw360 reported that Verizon
Communications Inc. defeated a $9 billion fraudulent transfer suit
that targeted its spinoff of the former Idearc Inc., when a Texas
federal judge ruled that the bankrupt phone directory company's
creditors couldn't prove that Verizon had intended for the spinoff
to fail.

According to the report, U.S. District Judge Joe A. Fish said
Idearc creditors, represented by litigation trustee U.S. Bank NA,
didn't show enough direct or circumstantial evidence that Verizon
had fraudulent intent when it spun off its phone book unit.

The case is U.S. Bank National Association v. Verizon
Communications Inc et al., Case No. 3:10-cv-01842(N.D. Tex.).

                         About SuperMedia

Headquartered in D/FW Airport, Texas, SuperMedia Inc., formerly
known as Idearc, Inc., is a yellow pages directory publisher in
the United States. Its portfolio includes the Superpages
directories, Superpages.com, digital local search resource on both
desktop and mobile devices, the Superpages.com network, which is a
digital syndication network, and its Superpages direct mailers.
SuperMedia is the official publisher of Verizon, FairPoint and
Frontier print directories in the markets in which these companies
are the incumbent local telephone exchange carriers.  Idearc was
spun off from Verizon Communications, Inc., in 2006.

At Dec. 31, 2012, SuperMedia had approximately 3,200 employees, of
which approximately 950 or 30% were represented by unions.

SuperMedia and three affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-10545) on March 18, 2013, to
effectuate a merger of equals with Dex One Corp.  SuperMedia
disclosed total assets of $1.4 billion and total debt of $1.9
billion.

Morgan Stanley & Co. LLC is acting as financial advisors to
SuperMedia, and Cleary Gottlieb Steen & Hamilton LLP and Young
Conaway Stargatt & Taylor, LLP are acting as its legal counsel.
Fulbright & Jaworski L.L.P is special counsel.  Chilmark Partners
Is acting as financial advisor to SuperMedia's board of directors.
Epiq Systems serves as claims agent.

This is also SuperMedia's second stint in Chapter 11.  Idearc and
its affiliates filed for Chapter 11 protection (Bankr. N.D. Tex.
Lead Case No. 09-31828) in March 2009 and emerged from bankruptcy
in December 2009, reducing debt from more than $9 billion to
$2.75 billion.


T SORRENTO: Has OK to Hire Deverick to Appraise Real Property
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
granted T Sorrento, Inc., permission to employ Deverick &
Associates, Inc., as appraiser.

As reported by the Troubled Company Reporter on May 31, 2013, the
Debtor owns several parcels of real property.  The parcels are
separately grouped together and referred to as "Casino",
"Stanley", "McKinney Ranch", and the "Irving Property".  Casino
and Stanley were financed through RMR Investment, Inc. with the
participation of RMR's advisor, West Orient Investment, Inc., who
are the two active parties in the case.  The Debtor requires the
assistance of a real property appraiser for purposes of valuing
the Debtor's property.

                         About T Sorrento

Clark, Nevada-based T Sorrento, Inc., is a wholly owned subsidiary
of Transcontinental Realty Investors, Inc., a Nevada corporation.
T Sorrento filed for a Chapter 11 petition (Bankr. D. Nev. Case
No. 12-13907) in Las Vegas on April 2, 2012.  At the behest of RMR
Investments, Inc., the Nevada Bankruptcy Court transferred the
venue of the case to the Northern District of Texas, Dallas
Division, as the Debtor's principal office and principal place of
business are located in Dallas and the mailing address for each of
the Debtor's officers is also located in Dallas, Texas.  The case
was transferred to the Northern District of Texas by a June 27,
2012 court order.  Dallas Bankruptcy Judge Barbara J. Houser
oversees the case.

T Sorrento disclosed assets of $17.4 million and debts of
$5.4 million in its schedules.  The Debtor's Schedule A states it
owns six lots (about 30 acres) at "Mira Lago" in Farmers Branch,
two lots (24 acres) at Valley Branch Circle in Farmers Branch, 5.7
acres in McKinney and less than an acre in Irving.  The total
value of the real property is stated as $17,442,754.  The Debtor
has no personal property.  The Debtor disclosed it has secured
debt held by two entities totaling $5,121,368.  Property taxes
owed total $90,000.  Six unsecured creditors are owed a total of
$235,203.

Lender RMR Investments is represented by Mark E. Andrews, Esq.,
and Stephen K. Lecholop II, Esq., at Cox Smith Matthews
Incorporated.


T SORRENTO: May Hire Dohmeyer to Testify on Interest Rates
----------------------------------------------------------
T Sorrento, Inc., has obtained authorization from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Dohmeyer Valuation Corp. to testify as to valuation and
appropriate interest rates for purposes of the Debtor's Chapter 11
Plan.

As reported by the Troubled Company Reporter on May 31, 2013,
Robert M. Dohmeyer of DVC will be primarily responsible for
assisting the Debtor in the matter.

                         About T Sorrento

Clark, Nevada-based T Sorrento, Inc., is a wholly owned subsidiary
of Transcontinental Realty Investors, Inc., a Nevada corporation.
T Sorrento filed for a Chapter 11 petition (Bankr. D. Nev. Case
No. 12-13907) in Las Vegas on April 2, 2012.  At the behest of RMR
Investments, Inc., the Nevada Bankruptcy Court transferred the
venue of the case to the Northern District of Texas, Dallas
Division, as the Debtor's principal office and principal place of
business are located in Dallas and the mailing address for each of
the Debtor's officers is also located in Dallas, Texas.  The case
was transferred to the Northern District of Texas by a June 27,
2012 court order.  Dallas Bankruptcy Judge Barbara J. Houser
oversees the case.

T Sorrento disclosed assets of $17.4 million and debts of
$5.4 million in its schedules.  The Debtor's Schedule A states it
owns six lots (about 30 acres) at "Mira Lago" in Farmers Branch,
two lots (24 acres) at Valley Branch Circle in Farmers Branch, 5.7
acres in McKinney and less than an acre in Irving.  The total
value of the real property is stated as $17,442,754.  The Debtor
has no personal property.  The Debtor disclosed it has secured
debt held by two entities totaling $5,121,368.  Property taxes
owed total $90,000.  Six unsecured creditors are owed a total of
$235,203.

Lender RMR Investments is represented by Mark E. Andrews, Esq.,
and Stephen K. Lecholop II, Esq., at Cox Smith Matthews
Incorporated.


T SORRENTO: Files Second Amended Plan, Modifies Claims Treatment
----------------------------------------------------------------
T Sorrento, Inc., and Transcontinental Realty Investors, Inc.,
filed a Second Amended Chapter 11 Plan on June 10, 2013, to, among
other things, modify the treatment of claims classified under the
Plan.

The amount of the allowed Class 2 (Allowed Secured Claim of RMR
Casino) will be determined by the Bankruptcy Court at the
confirmation hearing.  Within 30 days of the effective date of the
Plan, the Debtor will execute and deliver a deed of trust to RMR
Casino, the McKinney Ranch, and 2400 Walton Walker as security for
the Debtor's obligations and RMR will execute and deliver a
release of its lien on Stanley that serves as security for its
secured claim.

If the Court confirms the Plan with the proposed injunctions, the
Allowed Class 2 Claim and the Allowed Class 3 Claim (Secured Claim
of RMR - Stanley) will each accrue interest after confirmation at
the annual rate of 10.00%, with interest paid monthly on the first
day of each month at 6.00% during the first year, 6.50% during the
second year, 7.00% during the third year, and 8.00% during the
fourth and fifth years.

If the Court confirms the Plan without the proposed injunctions,
the Allowed Class 2 Claim and the Allowed Class 3 Claim will each
accrue interest after confirmation at the annual rate of 4.25%
using simple interest, with interest paid monthly.

The Plan also provides that it does not operate to enlarge, reduce
or modify the liability of any other individual or entity other
than the Debtor, including specifically Prime Income Asset
Management, Inc., Transcontinental Realty, and Basic Capital
Management, Inc.

A full-text copy of the Second Amended Plan, dated June 10, 2013,
is available for free at:

        http://bankrupt.com/misc/TSORRENTOplan0610.pdf

Hudson M. Jobe, Esq., at Quilling, Selander, Lownds, Winslett &
Moser, P.C., in Dallas, Texas, represents the Debtor.  C. Gregory
Shamoun, Esq., and Dennis M. Holmgren, Esq., at Shamoun & Norman
LLP, in Dallas, Texas, represent Transcontinental Realty.


TOMSTEN INC: Has Court's Nod to Hire Baker Tilly as Accountant
--------------------------------------------------------------
Tomsten, Inc., doing business as Archiver's, sought and obtained
authorization from the Hon. Gregory F. Kishel of the U.S.
Bankruptcy Court for the District of Minnesota to employ the firm
of Baker Tilly Virchow Krause, LLP, as accountant during the case,
specifically relating to tax advice, the preparation of tax
returns and a limited-scope audit on the Debtor's 401(k) plan.

Baker Tilly will: (i) prepare and sign as preparer the Federal
Corporation return for the client for the tax year beginning
Jan. 1, 2012, through Dec. 29, 2012; (ii) prepare and sign the
Colorado, Georgia, Idaho, Illinois, Indiana, Iowa, Kansas,
Kentucky, City of Louisville KY, Michigan, Minnesota, Missouri,
Kansas City MO, Nebraska, North Carolina, City of Columbus OH,
City of Fairlawn OH, City of North Olmsted, OH, Tennessee, Texas,
Utah, and Wisconsin state returns; (iii) perform a limited-scope
audit of the financial statements of the plan at Dec. 31, 2012,
and for the year then ended.  Baker Tilly will be paid hourly
rates of $125 to $375 for its services.

John Lindell, a partner at Baker Tilly, attested to the Court that
the firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                          About Tomsten

Hennepin, Minnesota-based Tomsten, Inc., doing business as
Archiver's, filed a bare-bones Chapter 11 petition (Bankr. D.
Minn. Case No. 13-42153) in Minneapolis on April 29, 2013.  The
Debtor estimated assets of at least $10 million and liabilities of
at least $1 million as of the Chapter 11 filing.  The Debtor has
tapped Jann Olsten, Esq., and the law firm of Ravich Meyer Kirkman
McGrath Nauman & Tansey as counsel.  Judge Gregory F. Kishel
presides over the case.


TOMSTEN INC: U.S. Trustee Forms Five-Member Committee
-----------------------------------------------------
Daniel M. McDermott, U.S. Trustee for Region 12, appointed five
members to the official committee of unsecured creditors in the
Chapter 11 case of Tomsten, Inc., doing business as Archiver's.

The Creditors Committee members are:

      1. American Crafts
         1140 N 1430 W
         Orem, UT 84057
         Attn: Dave Mitchell
         Tel: (801) 226-0747 ext. 221

      2. Doodlebug Design
         3630 W. California Avenue
         Salt Lake City, UT 84104
         Attn: John Bishop
         Tel: (801) 952-0555

      3. National Spinning Co., Inc/Hampton Art
         1212 Avenue of the Americas Suite 1901
         New York, NY 10036
         Attn: Sandy Berger
         Tel: (212) 382-6478

      4. GGP
         110 North Wacker Drive
         Chicago, IL 60606
         Attn: Julie Minnick Bowden
         Tel: (312) 960-2707

      5. 3L Corporation
         111 Marquardt Drive
         Wheeling, IL 60090
         Attn: Tom Vasko
         Tel: (847) 808-6071

Dave Mitchell of American Crafts is hereby designated as Acting
Chairperson of the Committee pending selection by the Committee
members of a permanent Chairperson.

                          About Tomsten

Hennepin, Minnesota-based Tomsten, Inc., doing business as
Archiver's, filed a bare-bones Chapter 11 petition (Bankr. D.
Minn. Case No. 13-42153) in Minneapolis on April 29, 2013.  The
Debtor estimated assets of at least $10 million and liabilities of
at least $1 million as of the Chapter 11 filing.  The Debtor has
tapped Jann Olsten, Esq., and the law firm of Ravich Meyer Kirkman
McGrath Nauman & Tansey as counsel.  Judge Gregory F. Kishel
presides over the case.


TOMSTEN INC: Committee May Hire CBIZ Accounting as Fin'l Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Tomsten, Inc.,
doing business as Archiver's, sought and obtained permission from
the Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota to retain CBIZ Accounting, Tax and Advisory
of New York, LLC, as financial advisor, retroactive to May 13,
2013.

CBIZ Accounting will, among other things:

      a. assist the Committee in its evaluation of the Debtor's
         postpetition cash flow and other projections and budgets
         prepared by the Debtor or its financial advisors;

      b. monitor the Debtor's activities regarding cash
         expenditures and general business operations subsequent
         to the filing of the petition under Chapter 11, as well
         as assist the Committee in its review of monthly
         operating reports;

      c. assist the Committee with any investigation into the pre-
         petition acts, conduct, property, liabilities and
         financial condition of the Debtor, its management, or
         creditors, including the operation of the Debtor's
         businesses, as instructed by the Committee;

      d. analyze transactions with creditors, insiders, related
         and affiliated companies, subsequent and prior to the
         date of the filing of the petition under Chapter 11, as
         instructed by the Committee; and

      e. if applicable, provide financial analysis related to any
         prospective DIP financing, including advising the
         Committee concerning such matters.

CBIZ Accounting will be paid at these hourly rates:

         Directors & Managing Directors          $410-$595
         Managers & Senior Managers              $310-$410
         Staff                                   $170-$310

Charles M. Berk, Managing Director of CBIZ Accounting, attested to
the Court that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

Mr. Berk can be reached at:

         Charles Berk
         Managing Director
         1065 Avenue of the Americas
         New York, NY 10018
         Tel: (212) 790-5883
         Fax: (212) 790-5909
         E-mail: cberk@cbiz.com

                          About Tomsten

Hennepin, Minnesota-based Tomsten, Inc., doing business as
Archiver's, filed a bare-bones Chapter 11 petition (Bankr. D.
Minn. Case No. 13-42153) in Minneapolis on April 29, 2013.  The
Debtor estimated assets of at least $10 million and liabilities of
at least $1 million as of the Chapter 11 filing.  The Debtor has
tapped Jann Olsten, Esq., and the law firm of Ravich Meyer Kirkman
McGrath Nauman & Tansey as counsel.  Judge Gregory F. Kishel
presides over the case.


TOMSTEN INC: Committee Taps Faegre Baker Daniels as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Tomsten, Inc.,
doing business as Archiver's, asks for permission from the Hon.
Gregory F. Kishel of the U.S. Bankruptcy Court for the District of
Minnesota to retain Faegre Baker Daniels LLP as counsel,
retroactive to May 13, 2013.

Faegre Baker will, among other things, assist the Committee in its
investigation of the acts, conduct, assets, liabilities and
financial condition of the Debtors, the operation of the Debtor's
business and any other matter relevant to this case, at these
hourly rates:

      a. Stephen Mertz, Partner        $605
      b. Jay Jaffe, Partner            $550
      c. Wendy Ponader, Counsel        $435
      d. Colin Dougherty, Associate    $315
      e. Kayla Britton, Associate      $260
      f. Sarah Herendeen, Paralegal    $230

Stephen M. Mertz, Esq., a partner at Faegre Baker, attested to the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Faegre Baker can be reached at:

         Stephen M. Mertz
         Colin F. Dougherty
         FAEGRE BAKER DANIELS LLP
         2200 Wells Fargo Center
         90 South Seventh Street
         Minneapolis, MN 55402-3901
         Tel: (612) 766-7000
         Fax: (612) 766-1600
         E-mail: stephen.mertz@faegrebd.com
                 colin.dougherty@faegrebd.com

                    - and -

         Jay Jaffe
         Wendy W. Ponader
         Kayla D. Britton
         FAEGRE BAKER DANIELS LLP
         600 E. 96th Street, Suite 600
         Indianapolis, IN 46240
         Tel: (317) 569-4687
         Fax: (317) 237-8587
         E-mail: jay.jaffe@faegrebd.com
                 wendy.ponader@faegrebd.com
                 kayla.britton@faegrebd.com

                          About Tomsten

Hennepin, Minnesota-based Tomsten, Inc., doing business as
Archiver's, filed a bare-bones Chapter 11 petition (Bankr. D.
Minn. Case No. 13-42153) in Minneapolis on April 29, 2013.  The
Debtor estimated assets of at least $10 million and liabilities of
at least $1 million as of the Chapter 11 filing.  The Debtor has
tapped Jann Olsten, Esq., and the law firm of Ravich Meyer Kirkman
McGrath Nauman & Tansey as counsel.  Judge Gregory F. Kishel
presides over the case.


TOMSTEN INC: Has OK to Hire Leonard Street as Corporate Counsel
--------------------------------------------------------------
Tomsten, Inc., doing business as Archiver's, sought and obtained
permission from the Hon. Gregory F. Kishel of the U.S. Bankruptcy
Court for the District of Minnesota to employ Steven M. Rubin and
the law firm of Leonard Street and Deinard to represent the Debtor
in connection with Debtor's corporate matters.

Leonard Street has been representing the Debtor for over 15 years.
As a result, they have a detailed knowledge of the corporate
affairs of the Debtor.  The Debtor assured the Court that the
engagement of Leonard Street would not duplicate the services to
be rendered by Ravich Meyer Kirkman McGrath Nauman & Tansey and
would result in substantial efficiencies and attorney fee savings.

The range of billing rates for the attorneys who may work on the
matter is $380 to $495 and for legal assistants the rate is $235.

Steven M. Rubin, Esq., a shareholder in Leonard Street, attested
to the Court that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Rubin can be reached at:

      Leonard Street and Deinard
      150 South Fifth Street, Suite 2300
      Minneapolis, MN 55402
      Tel: (612) 335-1786
      Fax: (612) 335-1657
      E-mail: steve.rubin@leonard.com

                          About Tomsten

Hennepin, Minnesota-based Tomsten, Inc., doing business as
Archiver's, filed a bare-bones Chapter 11 petition (Bankr. D.
Minn. Case No. 13-42153) in Minneapolis on April 29, 2013.  The
Debtor estimated assets of at least $10 million and liabilities of
at least $1 million as of the Chapter 11 filing.  The Debtor has
tapped Jann Olsten, Esq., and the law firm of Ravich Meyer Kirkman
McGrath Nauman & Tansey as counsel.  Judge Gregory F. Kishel
presides over the case.


TOMSTEN INC: May Hire Lighthouse Management as Fin'l Consultant
--------------------------------------------------------------
Tomsten, Inc., doing business as Archiver's, sought and obtained
authorization from the Hon. Gregory F. Kishel of the U.S.
Bankruptcy Court for the District of Minnesota to employ
Lighthouse Management Group, Inc., as financial consultant.

Lighthouse Management will, among other things, advise the
management in the development of a strategic plan of
reorganization, and assist the management in negotiations with all
creditor groups.  Hourly rates for Lighthouse Management employees
range from $350 for James Bartholomew and lesser rates for
associates as needed.

James Bartholomew, the President of Lighthouse Management,
attested to the Court that the firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Bartholomew can be reached at:

      Lighthouse Management Group, Inc.
      3900 Northwoods Drive, Suite 215
      Arden Hills, MN 55112
      Direct: (651) 323-2257
      Business: (651) 439-5119
      Cell: (612) 860-9523
      Fax: (651) 204-0036
      E-mail: jbartholomew@lighthousemanagement.com

                          About Tomsten

Hennepin, Minnesota-based Tomsten, Inc., doing business as
Archiver's, filed a bare-bones Chapter 11 petition (Bankr. D.
Minn. Case No. 13-42153) in Minneapolis on April 29, 2013.  The
Debtor estimated assets of at least $10 million and liabilities of
at least $1 million as of the Chapter 11 filing.  The Debtor has
tapped Jann Olsten, Esq., and the law firm of Ravich Meyer Kirkman
McGrath Nauman & Tansey as counsel.  Judge Gregory F. Kishel
presides over the case.




TOUSA INC: Bankruptcy Watchdog Balks at Liquidation Plan
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Tousa Inc. faces little opposition at the June 20
hearing for approval of disclosure materials accompanying the
former homebuilder's Chapter 11 plan more than five years in the
making.

Bloomberg News relates that the plan, filed in mid-May, has
recoveries ranging from 58 percent for senior noteholders to 5
percent for creditors with general unsecured claims.

According to Bloomberg News, apart from a pair of homeowners
complaining about problems with homes they purchased, there was a
dearth of objections to the disclosure statement, except for the
U.S. Trustee, who laid out more than a dozen alleged shortcomings.
Most could be cured by adding language to the document.

The Bloomberg report notes that the Justice Department's
bankruptcy watchdog wants the disclosure materials to better
explain why senior noteholders recover 10 times more than general
unsecured creditors.  The U.S. Trustee also wants Tousa to trim
the third-party releases and indemnifications for professionals.

Eric Hornbeck of BankruptcyLaw360 reported that the U.S. Trustee's
Office complains that the Plan documents are too vague about a
number of issues, such as the payment of professional fees,
including for the trustee himself.

Once the disclosure statement is approved, creditors can begin
voting on the plan in advance of a confirmation hearing in August.
The plan was the result of a decision in May 2012 by the U.S.
Court of Appeals in Atlanta finding banks received fraudulent
transfers exceeding $400 million.

According to Bankruptcy Law360, Guy G. Gebhardt, the acting U.S.
trustee for the region that includes Florida, said that the
proposed liquidation plan's disclosure statement glosses over too
many details that would be lost on investors who, unlike Tousa and
its creditors committee, haven't been mired in litigation and
mediation.

                        About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  Richard M. Cieri, Esq., M. Natasha Labovitz,
Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in
New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman,
in Miami, Fla., represent the Debtors in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa.  However, the committee
said it would no longer pursue approval of its liquidation plan
because of the pending appeal of its fraudulent transfer case in
the U.S. Court of Appeals for the Eleventh Circuit.  A district
court in February 2011 held that the bankruptcy judge was wrong in
ruling that lenders who were paid off received fraudulent
transfers when Tousa gave liens on subsidiaries' properties to
bail out and refinance a joint venture.  Daniel H. Golden, Esq.,
and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, N.Y., represent the creditors committee.

Tousa and the official committee of unsecured creditors has filed
a proposed chapter 11 liquidating plan following a settlement
between the Debtor and creditors and other settlements crafted by
mediator Peter L. Borowitz.  The settlement was made after a May
2012 U.S. Court of Appeals in Atlanta decision that found that
banks received fraudulent transfers exceeding $400 million.  Tousa
intends to have a confirmation hearing for the Plan in August.


TPO HESS: Testing Bang Offer at July 17 Auction
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that commercial and educational printer D.B. Hess Corp.
and affiliate The Press of Ohio Inc. will hold an auction July 17
to determine if the $19.3 million offer from Bang Printing of Ohio
Inc. represents the best bid for the business.

According to the report, the bankruptcy court in Delaware approved
auction and sale procedures on June 17.  Competing bids are due
July 10.  The hearing for sale approval is set for July 24.

The bankruptcy court also gave final approval for a $20 million
loan provided by General Electric Capital Corp. as the lenders'
agent.  At the outset of bankruptcy, the Kent, Ohio-based company
owed GECC $13.4 million on a revolving credit.

                         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.

Holders of $74 million in second-lien notes had already
unanimously accepted the plan where they would receive $1.5
million, or a 2 percent recovery.  First-lien debt of $11.9
million is to be paid in full.  Unsecured creditors with $20
million in claims didn't vote on the plan because they are to
receive nothing.  The bankruptcy court scheduled a July 24
confirmation hearing for approval of the plan.


TRANSDIGM INC: Dividend Payout Triggers Moody's Downgrade Review
----------------------------------------------------------------
Moody's Investors Service has placed all of the ratings of
TransDigm Inc., including its B1 corporate family rating and B1-PD
probability of default rating, on review for possible downgrade
following TDG's announcement that it is considering paying a $1-
$1.8 billion special dividend. TDG is also seeking an amendment to
its senior secured credit facilities to allow for the special
dividend, increase its term loan facility by $700 million, and
change certain covenant ratios in the facilities. In addition to
the incremental term loans, TDG may seek to raise $700 million of
new subordinated debt to fund the special dividend. The company's
liquidity profile remains very good as indicated by the SGL-1
Speculative Grade Liquidity Rating.

The following ratings have been placed on review:

  B1 Corporate family rating;

  B1-PD Probability of default rating;

  Ba2 (LGD2, 24%) on the $310 million first lien revolving credit
  facility due 2018;

  Ba2 (LGD2, 24%)on the $500 million first lien term loan B due
  2017;

  Ba2 (LGD2, 24%) on the $1.7 billion first lien term loan C due
  2020;

  B3 (LGD5, 80%) on the $1.6 billion senior subordinated notes due
  2018; and

  B3 (LGD5, 80%) on the $550 million senior subordinated notes due
  2018.

The following rating was affirmed:

  SGL-1 speculative grade liquidity rating

Ratings Rationale:

Moody's review will likely be concluded over the next week as
details around the contemplated special dividend and related
financing are clarified. The review will result in a downgrade of
the CFR to B2 from B1 if the company were to execute a special
dividend in the range currently being contemplated by the company
($1.0-$1.8 billion). A decision not to proceed with the proposed
transaction or cancellation of the special dividend currently
being considered could result in a ratings confirmation.

A downgrade of TDG's ratings to B2 would reflect Moody's view that
TDG's willingness to leverage its balance sheet to accommodate a
special dividend of this size reflects financial policies and
credit metrics that are no longer consistent with the B1 rating
category. The special dividend being considered would elevate
leverage to between 6.4x and 6.9x, on a Moody's adjusted basis.
TDG has never taken leverage to over 6.5x before and has never
raised it above 6.0x to solely to fund a dividend suggesting a
shift in financial policy to an even more aggressive stance. The
dividend being contemplated, coupled with the November 2012
dividend, would represent approximately 4.0x-6.0x its trailing
twelve month free cash flows before dividends.

Instrument ratings on the new and existing senior secured and
subordinated debt instruments will be dependent on both the CFR
and the ultimate mix of debt between classes. A one-notch
downgrade of the CFR will likely result in similar downgrades to
the ratings of both senior secured and subordinated debt.

The principal methodology used in this rating was the Global
Aerospace and Defense Methodology published in June 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.

TransDigm Inc., headquartered in Cleveland, Ohio, is a
manufacturer of engineered aerospace components for commercial
airlines, aircraft maintenance facilities, original equipment
manufacturers and various agencies of the US Government. TransDigm
Inc. is the wholly-owned subsidiary of TransDigm Group
Incorporated. Revenues for the last 12 month period ending
March 31, 2012 were approximately $2 billion.


TRIBUNE CO: Could Owe $500MM in Taxes on Cubs, Newsday Deals
------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that six months after
escaping bankruptcy, media giant Tribune Co. revealed that it
could owe upward of $500 million in taxes stemming from its long-
closed sales of the Chicago Cubs and the Newsday newspaper.

According to the report, the Internal Revenue Service is proposing
a $190 million tax assessment and a $38 million "accuracy-related
penalty" against Tribune, along with $17 million in interest, for
the May 2008 deal in which Cablevision Systems Corp. scooped up
most of Newsday Media Group for $650 million.

                         About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
and 110 of its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 08-13141) on Dec. 8, 2008.  The Debtors
proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel,
Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez
& Marsal North America LLC as financial advisors; and Epiq
Bankruptcy Solutions LLC as claims agent.  As of Dec. 8, 2008, the
Debtors listed $7,604,195,000 in total assets and $12,972,541,148
in total debts.  Chadbourne & Parke LLP and Landis Rath LLP served
as co-counsel to the Official Committee of Unsecured Creditors.
AlixPartners LLP served as the Committee's financial advisor.
Landis Rath Moelis & Company served as the Committee's investment
banker.  Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in
Wilmington, Delaware, represented the Committee in connection with
the lawsuit filed against former officers and shareholders for the
2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


UNITED PROTECTION: Lack of Funding Prompts Bankruptcy Filing
------------------------------------------------------------
United Protection Security Group Inc. and United Protection
Services Inc. became officially bankrupt on June 10, 2013, by
operation of the Canada Bankruptcy and Insolvency Act.

The Trustee in Bankruptcy is Meyers Norris Penny LLP.

The bankruptcy followed after the Companies' U.S. based lender
issued a default notice and immediately stopped all funding on
May 29, 2013.  This action made it impossible for the Companies to
carry on business in the ordinary course or arrange for an orderly
sale or disposition of the business.  The Companies filed for
protection under the Bankruptcy and Insolvency Act on May 31,
2013.  During the ensuing days, a major competitor stepped in and
took over most of the Companies' large accounts, ensuring service
continuity and, in most cases, continued employment of the
Companies' security guards.  However, many security guards have
not been paid by the Companies.  During this period the Companies
were unable to successfully negotiate any interim financing or
reorganization proposal and was not able to complete its proposal
under the insolvency legislation, leading to it officially
becoming bankrupt.

One of the first tasks of MNP is to work with all unpaid employees
and file applications for financial assistance under the Wage
Earner Protection Program, known as the "WEPP".

The direct cause of the Companies failure was the lack of funding
by its lender.  It appears that the lender imposed a series of
questionable and possibly unjustified charges on the Companies'
credit facility during the first part of this year, which had the
effect of rapidly reducing the Companies' available credit
margining, which in turn led to first one, and then a second
default on the Companies semi-monthly filing and remittances to
the Canada Revenue Agency for payroll deductions.  Those defaults
led to the lender issuing its default notice and freezing the
Companies' funds and incoming revenues.

Former management of the Companies will consider what next steps,
if any, may be taken regarding this conduct.


UNITEK GLOBAL: Standstill Period Extended Until June 30
-------------------------------------------------------
UniTek Global Services, Inc., has entered into further amendments
to its previously-disclosed forbearance agreements with the
Company's lenders under its Term and Revolving Credit Agreements.
The amendments further extend, through June 30, 2013, the
termination of the standstill periods contained in the original
April 30, 2013, Forbearance Agreements.  The amendments are
subject to extension in certain circumstances.

In connection with the extensions, the Company paid in full the
interest payment that was due on May 29, 2013, under the Term
Credit Agreement.

The Company also announced that during this forbearance period, it
will continue its exploration of refinancing alternatives for its
indebtedness, assisted by Miller Buckfire & Co., a leading New
York-based investment banking and capital markets firm.

"We are grateful to our lenders for their ongoing support of the
Company and willingness to cooperate with us as we continue to
work closely with Miller Buckfire to evaluate potential
refinancing alternatives," said Rocky Romanella, chief executive
officer of UniTek Global Services.  "I have great confidence in
the ability of our team and our outside advisors to help us
complete this process so that we can focus on the execution of our
growth strategy."

Update on 2012 Financial Results

UniTek also is continuing its work to complete the Company's
financial statements for 2012 and the restated financial
information for prior periods.  In addition to the financial
statements that the Company previously announced it would be
restating, the Company will also be restating its financial
information for the second fiscal quarter ended July 2, 2011.  As
with its other announced restatements, this restatement is related
to the Company's previously reported revenue recognition issues.

The Company has also revised its previously announced preliminary
estimates for its 2012 revenue, adjusted EBITDA(1) and net loss to
approximately $437.0 million - $441.0 million, $38.0 million -
$41.0 million and $(55.6) million - $(49.0) million respectively.
The changes from previously issued estimates in revenue and
adjusted EBITDA principally result from the efforts of the
Company's financial and accounting staff, following the initial
April 12, 2013, announcement, to prepare the restated financial
statements including its assessment of Pinnacle Wireless division
contracts.  The Company expects to recognize a portion of the
revenue and adjusted EBITDA related to these contracts in 2013 and
subsequent periods.  The preliminary estimate of net loss for 2012
excludes potential charges that may result from the Company's
review of the carrying value of the goodwill, identified
intangible assets and contingent consideration recorded in
connection with the 2011 acquisition of the assets of Pinnacle
Wireless, Inc., and Current Flow Technologies Corporation.

The Company plans to issue its 2012 financial statements and its
restated financial information for previous periods, including the
second quarter of 2011, as promptly as practicable.

Mr. Romanella added, "We are committed to completing the financial
statement preparation process as expeditiously as reasonably
possible.  While we recognize the importance of providing the full
year 2012 and first quarter 2013 financial information as soon as
practicable, we are taking a disciplined approach to the
preparation of our financial statements to ensure that, once
complete, we can put this matter completely behind us.  The
downward revision in our preliminary 2012 results is largely
related to timing of revenue recognized under certain Pinnacle
Wireless division contracts.  While the revenue and adjusted
EBITDA related to these contracts could not be recognized in 2012,
some of it has been recognized in 2013, and we anticipate that an
additional portion will be recognized in future periods,
reinforcing our belief that UniTek's underlying business remains
strong.  While the last several months have been challenging for
our Company, the level of service we provide has remained constant
and we are as committed as ever to being a value-added service
partner for our customers.  I am confident that we can emerge from
the issues of the past few months as a much stronger company."

Other Matters

The Company continues to consider its rights and remedies with
respect to payments previously made under the March 30, 2011 Asset
Purchase Agreement with Pinnacle Wireless, Inc., and Current Flow
Technologies Corporation.

                         About UniTek Global

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

As reported by the TCR on June 11, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Blue Bell, Pa.-
based UniTek Global Services Inc. to 'D' from 'CCC'.  "The
downgrade follows UniTek's announcement that it did not make
a scheduled interest payment on May 29, 2013, on its senior
secured term loan due 2018, which we consider to be a default
under our timeliness of payments criteria," said Standard & Poor's
credit analyst Michael Weinstein.

In the June 11, 2013, edition of the TCR, Moody's Investors
Service lowered UniTek Global Services, Inc.'s probability of
default and corporate family ratings to Ca-PD/LD and Ca,
respectively.  The Ca corporate family rating reflects UniTek's
missed interest payment on the term loan which is considered a
default under Moody's definition, the heightened possibility of
another default event, continued delays in the filing of restated
financials including the last two audits, management turnover, the
potential loss of the company's largest customer and other
business and legal risks stemming from issues at the company's
Pinnacle subsidiary.


VELATEL GLOBAL: Incurs $6.8 Million Net Loss in First Quarter
-------------------------------------------------------------
Velatel Global Communications, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $6.83 million on $1.42 million of
revenue for the three months ended March 31, 2013, as compared
with a net loss of $1.87 million on $0 of revenue for the same
period a year ago.

As of March 31, 2013, the Company had $15.77 million in total
assets, $62.25 million in total liabilities and a $46.48 million
total deficiency.

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

                        http://is.gd/fRrug9

                       About VelaTel Global

VelaTel acquires spectrum assets through acquisition or joint
venture relationships, and provides capital, engineering,
architectural and construction services related to the build-out
of wireless broadband telecommunications networks, which it then
operates by offering services attractive to residential,
enterprise and government subscribers.  VelaTel currently focuses
on emerging markets where internet penetration rate is low
relative to the capacity of incumbent operators to provide
comparable cutting edge services, or where the entry cost to
acquire spectrum is low relative to projected subscribers.
VelaTel currently has project operations in People's Republic of
China, Croatia, Montenegro and Peru.  Additional target markets
include countries in Latin America, the Caribbean, Southeast Asia
and Eastern Europe.  VelaTel's administrative headquarters are in
Carlsbad, California.  See http://www.velatel.com/

Velatel Global incurred a net loss of $45.60 million on $1.87
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $21.79 million on $0 of revenue for the year
ended Dec. 31, 2011.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company's viability is dependent upon its
ability to obtain future financing and the success of its future
operations.  The Company has incurred a net loss of $45,601,292
for the year ended Dec. 31, 2012, cumulative losses of
$298,347,524 since inception, a negative working capital of
$34,972,850 and a stockholders' deficiency of $36,566,868.  These
factors raise substantial doubt as to the Company's ability to
continue as a going concern.


VERTIS HOLDINGS: Plan Filing Deadline Extended Until Aug. 6
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Aug. 6, 2013, the period within which Vertis Holdings, Inc.,
et al., have exclusive right to file a plan of reorganization and
until Oct. 7, 2013, the period within which the Debtors have
exclusive right to solicit acceptances of that plan.

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanley Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

On Jan. 16, 2013, Quad/Graphics completed the acquisition of
Vertis Holdings for a net purchase price of $170 million.  This
assumes the purchase price of $267 million less the payment of $97
million for current assets that are in excess of normalized
working capital requirements.


VERTIS HOLDINGS: Has Authority to Employ GA Keen as Broker
----------------------------------------------------------
Vertis Holdings, Inc., et al., obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to employ GA Keen
Realty Advisors as real estate broker and consultant to provide
real marketing and related consulting services for a fee of 4-1/2%
of gross proceeds and 4% of the proceeds related to the
Stevensville, Ontario location only.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanley Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

On Jan. 16, 2013, Quad/Graphics completed the acquisition of
Vertis Holdings for a net purchase price of $170 million.  This
assumes the purchase price of $267 million less the payment of $97
million for current assets that are in excess of normalized
working capital requirements.


VINTAGE CONDOMINIUM: Bank Wants Chapter 11 Trustee Appointed
------------------------------------------------------------
Parkway Bank & Trust Company, a secured creditor of Vintage
Condominium Development, LLC, filed a supplement to its pending
motion to excuse turnover of assets by Jodi Sheahan, the receiver;
and is asking the Bankruptcy Court to appoint a Chapter 11 trustee
for the Debtor.

According to Parkway, the Court has invited the bank to file a
motion to appoint Chapter 11 trustee and further supplement the
excusal motion with any further grounds for either the appointment
of a trustee or the excusal of turnover by the receiver from the
turnover requirements.  The Court also set an evidentiary hearing
on the excusal motion and the trustee motion for July 1, 2013, at
1:00 p.m.

Parkway notes that, among other things:

   1. the Debtor has not yet provided Parkway with basic financial
documents, including bank statements, relating to the Debtor's
operation of its business in 2013, despite agreeing to do so at
the time of the preliminary hearing;

   2. although the receiver did return control of the physical
structure owned by the Debtor, the receiver did not give up the
right to receive future rents or maintain possession of previously
collected rents vested in her per the order appointing receiver;
and

   3. it appears as though the Debtor's principal, John Lupypciw,
converted a substantial amount of Parkway's cash collateral
resulting from rents received by the Debtor in February, March and
April 2013.

Parkway, which holds a claim in excess of $12 million; and Orange
RE, a creditor holding an unsecured claim of approximately $19
million, made clear at the preliminary hearing on the excusal
motion that they believe the interests of creditors will be better
served by excusing the receiver from compliance with the
requirements of 11 U.S.C. Section 543(b).

                     About Vintage Condominiums

Vintage Condominiums Development LLC, the owner of the Vintage
condominium development in Gilbert, Arizona, filed a petition
for Chapter 11 protection (Bankr. D. Ariz. Case No. 13-08431) on
May 17, 2013, three weeks after the state court appointed a
receiver at the behest of the secured lender.

The Vintage Condominiums complex has 107 units, approximately two
of which have been purchased by third-party buyers and
approximately 105 of which are currently owned by Vintage.

The lender Parkway Bank & Trust Co., owed $12.3 million, had a
receiver appointed after giving notice of default on April 12,
2013.  The Debtor disclosed $12,511,600 in assets and $23,956,587
in liabilities as of the Chapter 11 filing.

Ronald J. Ellett, Esq., at Ellett Law Offices, P.C., serves as
counsel to the Debtor.

Christopher R. Kaup, J. Daryl Dorsey, at Tiffany & Bosco P.A.
represent the creditor Parkway Bank & Trust Company.


VINTAGE CONDOMINIUM: Ronald Ellett Okayed as Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
Vintage Condominiums Development LLC to employ Ronald J. Ellett
and Ellett Law Offices, P.C., as counsel.

As reported by the Troubled Company Reporter on May 28, 2013, the
Debtor will employ the firm on an hourly basis, which fee will
be ultimately determined by the Bankruptcy Court.  The firm will
not seek compensation for tasks properly performed by the Debtor
without the assistance of counsel.

                     About Vintage Condominiums

Vintage Condominiums Development LLC, the owner of the Vintage
condominium development in Gilbert, Arizona, filed a petition
for Chapter 11 protection (Bankr. D. Ariz. Case No. 13-08431) on
May 17, 2013, three weeks after the state court appointed a
receiver at the behest of the secured lender.

The Vintage Condominiums complex has 107 units, approximately two
of which have been purchased by third-party buyers and
approximately 105 of which are currently owned by Vintage.

The lender Parkway Bank & Trust Co., owed $12.3 million, had a
receiver appointed after giving notice of default on April 12,
2013.  The Debtor disclosed $12,511,600 in assets and $23,956,587
in liabilities as of the Chapter 11 filing.

Ronald J. Ellett, Esq., at Ellett Law Offices, P.C., serves as
counsel to the Debtor.

Christopher R. Kaup, J. Daryl Dorsey, at Tiffany & Bosco P.A.
represent the creditor Parkway Bank & Trust Company.


VYSTAR CORP: Incurs $2.7 Million Net Loss in 2012
-------------------------------------------------
Vystar Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$2.74 million on $540,168 of revenue for the year ended Dec. 31,
2012, as compared with a net loss of $3.60 million on $347,250 of
revenue during the prior year.

As of Dec. 31, 2012, the Company had $1.19 million in total
assets, $2.94 million in total liabilities and a $1.74 million
total stockholders' deficit.

Habif, Arogeti & Wynne, LLP, in Atlanta, Georgia, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company's recurring losses from operations, capital
deficit, and limited capital resources raise substantial doubt
about its ability to continue as a going concern.

                         Bankruptcy Warning

"There can be no assurances that the Company will be able to
achieve its projected level of revenue in 2013 and beyond.  If the
Company is unable to achieve its projected revenue and is not able
to obtain alternate additional financing of equity or debt, the
Company would need to significantly curtail or reorient its
operations during 2013, which could have a material adverse effect
on the Company's ability to achieve its business objectives and as
a result may require the Company to file for bankruptcy or cease
operations. "

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

                         http://is.gd/53omAZ

                          About Vystar Corp

Duluth, Ga.-based Vystar Corporation is the creator and exclusive
owner of the innovative technology to produce Vytex(R) Natural
Rubber Latex.  This technology reduces antigenic protein in
natural rubber latex products to virtually undetectable levels in
both liquid NRL and finished latex products.


W.R. GRACE: 3rd Circuit Hears Arguments on Postpetition Interest
----------------------------------------------------------------
Before a packed courtroom in Philadelphia with more 100 people
sitting in the gallery, lining the walls, and standing outside
watching a video broadcast from inside the courtroom, The
Honorable Thomas L. Ambro, D. Michael Fisher and Kent A. Jordan
welcomed the parties to present oral arguments before the United
States Court of Appeals for the Third Circuit about how much W.R.
Grace should pay its bank lenders on account of post-petition
interest.

Moses Silverman, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison
LLP, in New York, advised the Court that the Bank Lenders' claim
on account of post-petition interest grows by about $160,000 per
day.  As a result, the $180,000,000 amount owed when the Bank
Lenders filed their Opening Broef in late-Nov. 2012 has now grown
to $199,000,000.

Mr. Silverman further advised the Court that the Debtors' market
capitalization is now approximately $6.3 billion.  The question
before the Court is simple, Mr. Silverman said.  Can shareholders
keep $6.3 billion when the Bank Lenders aren't being paid what
they're owed?  The Bank Lenders say they can't, and a $199 million
check will solve the problem.

Judge Fisher probed the Bank Lenders' fair and equitable argument.
Mr. Silverman directed the Court to In re PPI Enterprises (U.S.),
Inc., 324 F.3d 197 (3rd Cir. 2003), as for the proposition that
the Third Circuit has already settled that as a matter of law a
fair and equitable plan must pay a solvent debtor's creditors
contractual post-petition interest.  W.R. Grace's plan doesn't,
Judge Fitzgerald shouldn't have approved the plan, and Judge
Buckwalter shouldn't have affirmed the plan.  Judge Fisher
complimented Mr. Silverman's articulate cherry-picking of that
decision, but expressed his skepticism that PPI says everything
the Bank Lenders want it to say.

Mr. Silverman confirmed that if the Third Circuit determines that
the Bank Lenders are unimpaired by the Plan, there's nothing more
to talk about and their appeal fails.

Judge Ambro asked why there was never any finding in the
Bankruptcy Court about Grace's solvency.  Mr. Silverman repeated
his argument that a $6.4 billion market capitalization is proof of
solvency.  Judge Ambro asked his question again.  Mr. Silverman
said that the Debtors said it was impossible to make a solvency
determination.  Judge Jordan suggested that a solvency
determination is critical in this case to analyze the Bank
Lenders' appeal.  Judge Ambro asked what evidence the Bank Lenders
presented in the Bankruptcy Court about Grace's solvency.  Mr.
Silverman said he didn't know, but that it doesn't matter because
(i) lenders don't have the burden of proving a debtor's solvency
and (ii) Grace's $6.4 billion market capitalization proves that
Grace is solvent.  Judge Fisher chimed in, asking about what
evidence the Bank Lenders submitted in the Bankruptcy Court to
support their confirmation objection.  Mr. Silverman repeated his
two-pronged argument.  Judge Jordan obtained clarification from
Mr. Silverman that the Bank Lenders assert it was Judge
Fitzgerald's duty to observe that Grace is solvent and insist that
the Bank Lenders be paid in full in accordance with the terms of
their loan documents.

Judge Fisher waded into the topic about the various agreements
during the plan negotiation period about a reduced interest rate.
Mr. Silverman made it clear that the Bank Lenders didn't sign off
of any of those agreements, and J.P. Morgan's agreements on behalf
of the Creditors' Committee explicitly did not bind J.P. Morgan or
any other Bank Lender.  Judge Ambro questioned whether the
company's repeated public statements over at least a two-year
period, to which the Bank Lenders never objected (even in a one
sentence letter), should estop the Bank Lenders at this juncture.

John Donley, Esq., at Kirkland & Ellis LLP in Chicago,
representing W.R. Grace, reminded the Court that Judge Fitzgerald
convened ten days of hearings in the Bankruptcy Court that spanned
over many months for the purposes of determining (x) the aggregate
value of Grace's asbestos-related liability and (y) Grace's
solvency or insolvency based on that valuation.  That hearing
ended when simultaneous plan negotiations culminated in the Plan
now before the Court.  Mr. Donley reminded the Court that
estimates of the Debtors' asbestos-related liability were all over
the map, and the Asbestos Claimants' Committee was intent on
proving that Grace was insolvent and that the Bank Lenders should
not recover their principal, much less any post-petition interest.
The Plan Proponents' Plan crafted in those dark days of Grace's
chapter 11 proceedings compromises every claim and nobody got
everything they would have liked.

Judge Ambro asked when increases in the value of a debtor's estate
should be taken into account in plan negotiations.  Mr. Donley
returned to talking about the dark days of Grace's chapter 11
proceedings when the Debtors' market capitalization was as low as
$60 million.  Mr. Donley reminded the Court that Pamela Zilly, the
Debtors' financial expert, opined that W.R. Grace's enterprise
value in a chapter 7 liquidation might be as low as $2 billion and
that a chapter 7 trustee would have the impossible task of
defending 300,000 asbestos personal injury jury trials.

But, Judge Jordan observed, that's not Grace's story.  W.R.
Grace's chapter 11 restructuring is a remarkable success.

Judge Ambro asked Mr. Donley what harm would come from paying the
Bank Lenders the additional $200 million they're owed.  Mr. Donley
said he understands the allure but doesn't like the precedent it
might set.

Judge Jordan asked whether the Court should direct that the
asbestos claims estimation and solvency hearing be restarted and
completed, and Judge Jordan's suggestion prompted an immediate
collective groan in the courtroom gallery.  No, Mr. Donley
responded, pointing out that the only thing assuring Grace's
solvency -- and delivering the value called for in the Plan to
every stakeholder in Grace's case -- is the deal that was struck
that underpins the Plan.  If it weren't for the Plan before the
Court, the Asbestos Claimants' Committee would again be arguing
that Grace is hopelessly insolvent.  Nobody wants that, Mr. Donley
stressed.

Mr. Silverman advised the Court that the Bank Lenders presented
Judge Fitzgerald with evidence of the Debtors' positive market
capitalization to prove the Debtors' solvency at the time of the
confirmation hearing.  Mr. Silverman suggested to the Court that
the Plan Proponents should have entered into separate agreements
with the Bank Lenders when the Plan was crafted.  Mr. Silverman
told the Court that the Bank Lenders had no mechanism to object to
the other constituencies' negotiations prior to the confirmation
hearing.

Judge Ambro directed that a transcript be prepared and that the
Plan Proponents and the Bank Lenders share that cost equally, said
that the matter will be taken under advisement, and gave no hint
about when the Third Circuit may issue its ruling.


                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Future Claims Representative Taps Orrick as Counsel
---------------------------------------------------------------
Roger Frankel, the court-appointed legal representative for
future W.R. Grace claimants, filed an application to hire Orrick
Herrington & Sutcliffe LLP as his counsel.

Mr. Frankel seeks the employment of Orrick in connection with his
appointment as legal representative for victims of asbestos
exposure who may file claims against the company.

Orrick will provide legal advice to Mr. Frankel concerning his
duties as legal representative, prepare court papers on his
behalf, and represent him at court hearings or other proceedings.

The firm will also advise him concerning Grace's Chapter 11
reorganization plan, or any other plans that may be proposed in
connection with the appeal of the court orders confirming the
company's restructuring plan.

The FCR said Orrick is "well suited" to assist Mr. Frankel since
the firm has worked closely with David Austern, who served as
legal representative for the future claimants since 2004.  Mr.
Austern died early last month.

Orrick will be paid on an hourly basis and will be reimbursed for
work-related expenses.  The hourly rates of its U.S.-based
professionals range from $695 to $1,095 for partners, $600 to
$950 for senior counsel, $355 to $675 for associates, and $160 to
$315 for legal assistants.

The firm does not hold or represent interest adverse to Grace or
its estate, according to a declaration filed by Richard Wyron,
Esq., a partner at Orrick.

A court hearing to consider approval of the application is
scheduled for July 29.  Objections are due by July 12.

                          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: FCR Proposes Phillips as Co-Counsel
-----------------------------------------------
Roger Frankel, the court-appointed legal representative for
future W.R. Grace claimants, seeks a court order authorizing the
employment of Phillips Goldman & Spence, P.A. as his Delaware
co-counsel.

Phillips will assist Orrick Herrington & Sutcliffe LLP, the firm
tapped by Mr. Frankel to be his primary legal counsel, in
preparing court papers in connection with W.R. Grace & Co.'s
bankruptcy case.

The firm will also provide legal advice to Mr. Frankel concerning
his duties, and advise him concerning the company's Chapter 11
reorganization plan or any other plan that may be proposed.

The company will pay Phillips for its services on an hourly basis
and will reimburse the firm for its work-related expenses.  The
firm's current hourly rates are as follows:

   Professionals          Hourly Rates
   -------------          ------------
   Senior Partners           $495
   Junior Partners           $435
   Associates             $305 - $375
   Legal Assistants          $165

John Phillips Jr., Esq., a partner at Phillips, said in a
declaration that his firm does not hold or represent any interest
adverse to Grace or its estate.

A court hearing is set for July 29.  Objections are due by
July 12.

                          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: FCR Engages Lincoln Partners as Financial Adviser
-------------------------------------------------------------
Roger Frankel, the court-appointed legal representative for
future W.R. Grace claimants, seeks court approval to retain
Lincoln Partners Advisors LLC as his financial adviser.

Lincoln will assist the legal representative in reviewing the
conduct and financial condition of W.R. Grace & Co.  The firm
will also advise Mr. Frankel concerning the company's Chapter 11
reorganization plan or any other plan, and evaluate the financial
effect of the implementation of that plan to the assets or
securities of the company.

The firm will receive a cash fee of up to $75,000 per month,
payable monthly in arrears, and will be reimbursed for work-
related expenses.

Lincoln does not hold or represent interest adverse to Grace or
its estate, according to a declaration filed by its managing
director, Joseph Radecki Jr.

Mr. Radecki has previously provided financial advice to David
Austern, former legal representative of the future claimants,
according to court filings.

A court hearing is set for July 29.  Objections are due by
July 12.

                          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: National Aluminum Inks Agreement to Settle Claims
-------------------------------------------------------------
W.R. Grace & Co. signed an agreement to settle the claim of
National Aluminum Corporation.

Under the deal, National Aluminum can assert a general unsecured
non-priority claim of $63,921 against Grace for environmental
response costs associated with its facility in Maceo, Kentucky.

The agreement also provides that National Aluminum is entitled to
receive payment under Grace's Chapter 11 reorganization plan, or
any other plan confirmed in its bankruptcy case.

                          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: Chapter 11 Case Re-Assigned to Judge Carey
------------------------------------------------------
The Chapter 11 cases of W.R. Grace & Co. and its debtor
affiliates are re-assigned to Judge Kevin J. Carey of the U.S.
Bankruptcy Court for the District of Delaware following Judge
Judith Fitzgerald's retirement.

                          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).


W25 LLC: Obtains Confirmation of Third Amended Reorganization Plan
------------------------------------------------------------------
Bankruptcy Judge Stuart Bernstein confirmed the Third Amended
Disclosure Plan of Reorganization on June 3, 2013.

The Third Amended Plan was filed on May 20, 2013, and was revised
shortly before the Court entered a confirmation order.

The Revised 3rd Amended Plan generally provides that a commercial
real property located at 119 West 25th Street, in New York, owned
by the Debtor will be sold at a private sale.  The Premises will
be transferred to the purchaser, subject to the existing mortgage
of LL 25 Penny, LLC.

The Revised Plan also provides that each holder of a Class 2
general unsecured claim will receive its allowed claim, with
interest at any contract rate agreed to by the parties.  Payment
will be made from a $500,000 reserve.   To the extent this amount
is not sufficient to make all payments, payments will be made from
the $10,000,000 payment to be paid to the Debtor as part of the
consideration of the asset sale.

A full-text copy of the Revised Third Amended Plan of
Reorganization is available for free at:

      http://bankrupt.com/misc/W25_3rdAmdPlanJune03.pdf

In line with the Confirmation Order, the Court prohibits the
Debtor from filing another Chapter 11 case for a period of 180
days from the entry of the confirmation order.  The Debtor is also
required to file all required reports through the entry of a final
decree.

Fred S. Kantrow, Esq., of the Law Offices of Avrum J. Rosen, PLLC,
in New York, represents the Debtor.

                          About W25 LLC

W25 LLC filed a bare-bones Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 12-14526) in Manhattan on Nov. 6, 2012.  Avrum J. Rosen,
Esq., at The Law Offices of Avrum J. Rosen, PLLC, in Huntington,
New York, serves as counsel.  The Debtor disclosed $44,001,000 in
assets and $48,756,419 in liabilities as of the Chapter 11 filing.

No official committee of unsecured creditors has been appointed in
the case.


WFO INC: Wins Court OK to Hire Parr Recovery as Recovery Agent
--------------------------------------------------------------
Alfred T. Giuliano, Chapter 11 Trustee for the estate of WJO,
Inc., sought and obtained bankruptcy court permission to hire Parr
Recovery Inc. as recovery agent to affect the re-issuance of
certain unnegotiated checks.

After the Petition Date, Parr located three checks in the amounts
of $18,227, $6,665, and $1,437, issued to the Debtor that have not
been negotiated.  The Unnegotiated Checks are lying dormant and
were allegedly issued by a governmental agency with the ability to
reissue them upon proper presentation.

The Trustee proposes to pay Parr on a contingency fee basis of 10%
of the funds collected out of which Parr will pay all associated
expenses.

To the best of the Trustee's knowledge, Parr has no connection
with the Debtor, creditors or any other parties-in-interest.

Robert W. Seitzer, Esq., and Aris J. Karalis, Esq., of Maschmeyer
Karalis P.C., represent the Chapter 11 Trustee.

                         About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.  Patrick Yun serves as the Debtor's financial advisor.
Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.

On July 3, 2012, Roberta A. DeAngelis, U.S. Trustee for Region 3,
obtained permission from the Hon. Jean K. Fitzsimon of the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
appoint Alfred T. Giuliano as Chapter 11 trustee of the bankruptcy
estate of WJO, Inc.  Maschmeyer Karalis P.C. serves as the Chapter
11 Trustee's general bankruptcy counsel.


WINDSORMEADE OF WILLIAMSBURG: Plan of Reorganization Effective
--------------------------------------------------------------
Virginia United Methodist Homes of Williamsburg, Inc., notified
the U.S. Bankruptcy Court for the Eastern District of Virginia,
Richmond Division, that the Effective Date of its Plan of
Reorganization occurred on May 31, 2013.

The notice was filed by Robert S. Westermann, Esq., and Sheila
deLa Cruz, Esq., at Hirschler Fleischer, P.C., in Richmond,
Virginia; and Thomas R. Califano, Esq., George B. South III, Esq.,
and Sarah E. Castle, Esq., at DLA Piper LLP (US), in New York, on
behalf of the Debtor.

                About WindsorMeade of Williamsburg

Virginia United Methodist Homes of Williamsburg, Inc., doing
business as WindsorMeade of Williamsburg, filed a Chapter 11
petition (Bankr. E.D. Va. Case No. 13-31098) on March 1, 2013.

WindsorMeade of Williamsburg is a continuing care retirement
community located on a 105 acre parcel of real property leased by
sponsor Virginia United Methodist Homes Inc.  The facility
includes 181 independent living units with an 80% occupancy rate,
14 assisted living apartments with 65% occupancy and 12 skilled
nursing beds with 75% occupancy.

DLA Piper LLP (US) and Hirschler Fleischer, P.C. serve as counsel
to the Debtor.  Deloitte Financial Advisory Services LLP serves as
financial advisor.  McGuire Woods LLP is special bond counsel.
BMC Group Inc. is the claims agent.  The prepetition lender, UMB
Bank, NA, is represented by Christian & Barton, LLP.

The Debtor estimated assets and debts of $100 million to
$500 million.


ZELIENOPLE INVESTMENT: Involuntary Chapter 11 Case Summary
----------------------------------------------------------
Alleged Debtor: Zelienople Investment Corporation
                1506 Mars-Evans City Road
                Evans City, PA 16033

Case Number: 13-22522

Involuntary Chapter 11 Petition Date: June 13, 2013

Court: Western District of Pennsylvania (Pittsburgh)

Petitioners' Counsel: Robert O. Lampl, Esq.
                      960 Penn Avenue, Suite 1200
                      Pittsburgh, PA 15222
                      Tel: (412) 392-0330
                      Fax: (412) 392-0335
                      E-mail: rol@lampllaw.com

Creditors who signed the petition:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Marburger Farm Dairy     Loan                   $561,367
1506 Mars-Evans City Rd
Evans City, PA 16033

Patricia Marburger       Loan                   $44,503
113 Crestview Drive
Evans City, PA 16033

James Marburger          Loans                  $74,503
113 Crestview Drive
Evans City, PA 16033

Amy Creeks               Wages                  $89
McKim Street
Zelienople, PA 16063

Tabitha Mesko            Wages                  $303
115 Bellian Drive
Fombell, PA 16123

Hope Gebhardt            Wages                  $172
103 Hazen Avenue
Ellwood City, PA 16117

Raymond Robinson         Wages                  $164
316 W. Grandview Ave
Apt. 2
Zelienople, PA 16063

Kimberly McCormick       Wages                  $17
490 Baker Road
Freedom, PA 15042

Jessica Main             Wages                  $934
733 Portersville Road
Ellwood City, PA 16117

Emily Eller              Wages                  $277
374 Zehner School Road
Zelienople, PA 16063


ZIA SHADOWS: Dist. Ct. Rules on Las Cruces Summary Judgment Bid
---------------------------------------------------------------
In the lawsuit ZIA SHADOWS, L.L.C., et al., v. CITY OF LAS CRUCES,
NEW MEXICO, et al., Case NO. 09-CV-0909 MV/WPL, District Judge
Martha Vasquez granted the Defendants' Motion for Summary Judgment
with respect to Plaintiffs' procedural due process, substantive
due process, and equal protection claims but denied the Motion as
to the Plaintiffs' First Amendment retaliation claims.

Zia Shadows purchased a real estate property in 1998 in Las Cruces
with the intent of building a manufactured home community.  The
Plaintiffs filed the lawsuit, arguing that the Defendants acted
arbitrarily and capriciously in delaying the approval of
Plaintiffs' development plan, in denial of Plaintiffs'
constitutional rights to due process, equal protection, and free
speech.  The City moved for summary judgment on all of Plaintiffs'
claims.

A copy of Judge Vasquez's June 3, 2013 Order is available at
http://is.gd/uGvwlYfrom Leagle.com.

Zia Shadows filed for Chapter 11 bankruptcy on Nov. 8, 2004.

Cindy Rhodes Victor, Esq. -- info@victorfirm.com -- of The Victor
Firm, PLLC; and Kevin Hammar, Esq., of Aldridge, Grammer & Hammer
P.A., serve as attorneys for Zia Shadows.

William L. Lutz, Esq., and David P. Lutz, Esq., of Martin, Lutz,
Roggow & Eubanks, P.C., serve as attorneys for the City of Las
Cruces.


* AmeriBid to Auction Brick Commercial Building on July 9
---------------------------------------------------------
AmeriBid LLC on June 18 announced the owner ordered liquidation
auction of a 25,060+/-sf Brick Commercial Building on Minnesota
Avenue.  "This is a great central business district location in
close proximity to the Wyandotte County Courthouse," comments Don
Gabriel, Regional Director and Broker for AmeriBid.  "It would be
an ideal public agency setting."

The property will be auctioned on-site at 626 Minnesota Avenue,
Kansas City, KS at 11:00am CDT on Tuesday, July 9, 2013.  The
sturdy brick and stone building is located in the municipal
district of Kansas City, Kansas.  It was built in 1950 and
consists of 25,060+/- sf of commercial space, which underwent a
full renovation in 1992.  The building features three floors and a
fully finished basement, with restrooms, an elevator and
staircases serving each level.  It has a sprinkler system and 8
foot ceilings.  It could be used for one tenant or divided into
multiple spaces -- the decision is left to the discretion of the
buyer.  The property is situated on a 0.158+/- acre lot and has
paid parking available on the east of the building.

The property is zoned Central Business District and allows for a
variety of commercial uses in order to encourage a broad range of
businesses in the downtown area.  It is located between 6th and
7th Street on Minnesota Avenue, a major thoroughfare in Kansas
City and is within a short distance to the Wyandotte County
Courthouse, making it a perfect location for a variety of uses.
The Kansas City International Airport is just 13 miles away.

The Kansas City metro area spans across both the Kansas and
Missouri borders and is comprised of approximately two million
people.  In 2012, KansasForbes magazine for its arts culture,
various fountains, upscale shopping areas and local cuisine
featuring barbeque as a notable area specialty.

A 10% Buyer's Premium applies. A 1.5% Broker Participation is
offered, subject to Auction Company guidelines. Property
inspection dates and times are available on our website.  To
receive more details and complete terms, please visit
www.ameribid.com or call 877-895-7077.  You may also contact Don
Gabriel directly at 913-708-0688 or dongabriel@ameribid.com

Headquartered in Tulsa, Okla., AmeriBid is the premier global real
estate auction leader specializing in the sale of commercial and
residential real estate, land properties and other assets for
lenders, servicers, receivers, bankruptcy attorneys, estates,
private owners, investment companies and local, state and federal
government agencies.


* JPMorgan to Begin Disclosing Daily Liquid Assets in Money Funds
-----------------------------------------------------------------
Kirsten Grind, writing for The Wall Street Journal, reported that
J.P. Morgan Chase & Co.'s asset-management division will begin
disclosing to investors the amount of liquid assets held in its
U.S. money-market-mutual funds each day on its website, the
company said.

Investors will be able to view each fund's percentage of assets
that are liquid on a daily and weekly basis, a move J.P. Morgan is
making to increase transparency in its funds, according to a
company release, the report related. Currently, the daily and
weekly liquidity levels of money market funds are not disclosed to
either the Securities and Exchange Commission or the public. J.P.
Morgan says the change will take effect June 18.

The decision follows moves by money managers like J.P. Morgan,
Goldman Sachs Group Inc. and BlackRock Inc. earlier this year to
begin disclosing the values of their funds daily to investors
rather than monthly, the report noted.

The transparency of money-market funds is one of the issues the
SEC is hoping to tackle as part of recently proposed new rules
regulating the $2.6 trillion industry, the report pointed out.

The funds' liquidity has been an issue since the 2008 financial
crisis when one large money-market fund "broke the buck" by
falling under the $1 net asset value that money funds seek to
maintain, according to the report. The fund had invested in the
debt of Lehman Brothers Holdings Inc. When the investment bank
filed for bankruptcy, fund managers struggled to sell off the debt
as investors pulled their money from the fund. The federal
government was forced to step in and backstop all money funds.

J.P. Morgan is the second-largest money-market fund company
nationwide, with $230.7 billion of assets under management, behind
Fidelity Investments, according to Crane Data LLC, a research
firm, the report related.


* Suit Claims BofA Gave Bonuses to Foreclose on Clients
-------------------------------------------------------
Hugh Son & David McLaughlin, writing for Bloomberg News, reported
that Bank of America Corp., the second-biggest U.S. lender,
rewarded staff with cash bonuses and gift cards for meeting quotas
tied to sending distressed homeowners into foreclosure, former
employees said in court documents.

According to the report, mortgage workers falsified records and
were told to delay U.S. loan-assistance applications by requesting
paperwork that the Charlotte, North Carolina-based bank had
already received, according to statements from ex-employees filed
last week in federal court in Boston. The lender improperly
disqualified applicants to the Home Affordable Modification
Program, or HAMP, according to a May 23 statement from Simone
Gordon, a loss-mitigation specialist who left the company in 2012.

"We were regularly drilled that it was our job to maximize fees
for the bank by fostering and extending delay of the HAMP
modification process by any means we could," Gordon said, the
report related. Managers instructed staff to "delay modifications
by telling homeowners who called in that their documents were
?under review,' when in fact, there had been no review," she said.

Bank of America, which has spent more than $45 billion to settle
claims tied to its 2008 takeover of Countrywide Financial Corp.,
is being sued by homeowners who didn't receive permanent loan
modifications after making payments under trial programs,
according to court papers, the report further related. Statements
from seven former loan employees were included in a filing last
week as part of plaintiffs' attempt to gain class-action status.
The lender has denied the allegations.


* Wells Fargo Faces New Minnesota Securities-Lending Trial
----------------------------------------------------------
Margaret Cronin Fisk & Beth Hawkins, writing for Bloomberg News,
reported that Wells Fargo & Co. faces a second Minnesota trial
over claims by institutional investors that the bank marketed a
risky securities-lending program as safe and cost them millions of
dollars in losses.

According to the report, the case is one of at least five in
Minnesota against Wells Fargo over its securities lending. Wells
Fargo lost the first to go to trial in 2010, when a state court
jury awarded Minnesota Workers' Compensation Reinsurance
Association and three charitable foundations about $30 million, a
judgment that was upheld on appeal.

Wells Fargo is scheduled for a third trial on the same claims from
different plaintiffs in September, brought as a class action, or
group lawsuit on behalf of about 100 institutional investors, the
report said. Two other cases are also pending in federal court,
including one by Minnesota Life Insurance Co. seeking $40 million
in damages.

The trial set to begin on June 17 before U.S. District Judge
Donovan W. Frank in St. Paul covers allegations from Blue Cross
Blue Shield of Minnesota, the El Paso County Retirement Plan and
10 other nonprofit groups seeking unspecified millions of dollars
in losses plus punitive damages, the report added. The suits have
been brought in Minnesota, where the Wells Fargo securities-
lending program was located.

Wells Fargo engaged in "systematic, intentional and unlawful
conduct -- including breaches of fiduciary duty, breaches of
contract, and fraud -- in a multibillion-dollar securities-lending
program," lawyers for the plaintiffs said in the complaint, the
report related

The case is Blue Cross Blue Shield of Minnesota v. Wells Fargo
Bank, 11-cv-02529, U.S. District Court, District of Minnesota (St.
Paul).


* Moody's Notes Declining Rate of Student Loan Defaults
-------------------------------------------------------
The private student loan default rate index will continue to fall
year over year in 2013 with the pace of improvement continuing in
the teens, as it has in the last four quarters, says Moody's
Investors Service in its first-quarter performance report on the
sector. The default rate index of non-federally guaranteed student
loans in 2013 will still be higher than pre-recession levels,
according to "Private (Non-Guaranteed) Student Loan Performance
Improves Across All Measures."

Though still high by historical standards, the unemployment rate,
and the key driver of student loan defaults, has been improving
and is likely to stay between 7.0% and 8.0% in 2013. "A decline in
unemployment means borrowers will be better able to repay their
loans; however, high student loan debt and lower earnings will
continue to make repayment difficult," said Moody's AVP-Analyst
Stephanie Fustar, author of the report.

The default rate index for first-quarter 2013 was 4.0%, down
considerably from 5.0% in first-quarter 2012. The year-over-year
decline of more than 18% marks the fourth consecutive quarter of
sizeable year-over-year improvement. The rate is still about 50%
higher than pre-recession levels, but is an improvement from prior
quarters, when it was about twice as high.

The 90-plus delinquency rate index was 2.4% in first-quarter 2013,
down slightly from the same period in 2012. "Ninety-plus
delinquencies will continue to decline slowly, as they have since
peaking in mid-2009," says Moody's Fustar.

The PSL Indices track more than ten years of credit performance
data on 71 private student loan securitizations that Moody's
rates, representing approximately $40 billion in outstanding pool
balance.


* Moody's Outlook on NA and EMEA Chemical Sectors is Negative
-------------------------------------------------------------
Moody Investors Service's outlook for the North American and EMEA
chemical industry remains negative, based on the ratings agency's
depressed economic forecast for Europe, uncertainty around China's
growth rate and the modest pace of economic recovery in the US.

"The North American and EMEA chemical industry will continue to be
pressured primarily by poor industrial activity in Europe," says
Vice President -- Senior Analyst James Wilkins in the new report,
"European Weakness and Uncertain Demand from Asia Keep Chemicals
in Doldrums."

"Sales volumes declined for many European chemical firms in the
second half of 2012, with disappointing financial results in early
2013 a reflection of the region's contracting GDP and industrial
production," Wilkins says.

Moody's projects that economic recovery will begin to take hold in
Europe in the second half of this year, but the firm does not
foresee a large increase in demand for chemicals there over the
next 12 to 18 months.

In addition, much depends on the strength of China's economy,
since China accounts for a large portion of global growth and has
supported the North American and EMEA chemical industry in recent
years. Moody's expects stable growth in China, Wilkins says, but
demand for chemicals has not broadly reflected the country's
recent economic growth statistics.

Meanwhile, over the next year or so modest economic growth and low
natural gas feedstock prices will support sales and margins for
North American chemical producers, continuing to allow them to
export to Latin America and Asia. Low natural gas prices in North
America will benefit producers of ethylene, methanol and ammonia.

Higher agricultural production and low natural gas prices will
boost North American producers of nitrogen-based fertilizers and
methanol, according to the report. Chemicals sold in certain non-
cyclical end markets such as food, beverages, medical products and
personal care, should also continue to perform well through this
year and next, the report says.


* 'Naked' Liens Don't Open IRAs to Creditors: 6th Circ.
-------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that the Sixth Circuit
reversed lower courts' rulings that found a bankrupt man's
retirement account was fair game for creditors after he signed a
lien agreement with Merrill Lynch, ruling that a "naked lien,"
stripped of any connection to a credit transaction, doesn't
disqualify a retirement plan from exempt status.

According to the report, in a published opinion, a three-judge
panel for the appeals court reversed rulings from bankruptcy and
district courts that found James Daley impermissibly used a
$66,000 Merrill Lynch IRA to extend himself credit.


* Supreme Court Takes Law Case; 2 Cases Could Join Next Week
------------------------------------------------------------
Does a bankruptcy court have power to take away property an
individual bankrupt otherwise would be entitled to retain, to make
up for losses resulting from the bankrupt's bad behavior?  That's
a question the U.S. Supreme Court will answer by granting an
appeal this week to resolve a split among the federal appeals
courts, according to a report by Bill Rochelle, the bankruptcy
columnist for Bloomberg News.

According to the report, the Supreme Court is scheduled to decide
next week if it will hear two other bankruptcy cases in the term
beginning in October.  The case the Supreme Court decided June 17
to hear a case involving an individual bankrupt named Stephen Law
who owned a home worth $360,000.  There was a concededly valid
first mortgage for $150,000 and a $160,000 second mortgage the
bankruptcy court eventually held to be a fiction invented by Mr.
Law to protect value in the property for himself beyond the
$75,000 homestead exemption permitted by California law.

The report recounts that the U.S. Ninth Circuit Court of Appeals
in San Francisco wrote a two-page opinion two years ago this month
upholding the bankruptcy court and allowing the trustee to
surcharge the otherwise exempt home to recover expenses
unnecessarily incurred in litigating with Mr. Law over the
fictional mortgage.  In Mr. Law's situation, the Ninth Circuit
followed its own 2004 ruling in a case named Latman finding
equitable power to surcharge exempt property.  In 2008, the U.S.
Court of Appeals in Denver created split of circuit by reaching
the opposite conclusion in a case called Scrivner.

The report relates that in August 2012 the U.S. Court of Appeals
in Boston, in an opinion written by former Supreme Court Justice
David Souter, issued a ruling in agreement with the Ninth
Circuit's Latman and Law decisions.  Representing himself, Mr. Law
sought review in the Supreme Court.  After filing his first brief,
Matthew Hellman, a former law clerk for Souter, took on Mr. Law's
case pro bono and filed additional papers asking the high court to
grant an appeal.  A partner with Jenner & Block LLP in Washington,
Mr. Hellman was successful in persuading the court to hear the
case.  Before deciding whether to take the case, the Supreme Court
sought the opinion of the U.S. Solicitor General.  The Justice
Department's lawyers in the Supreme Court filed a brief concluding
that the case was correctly decided in the Ninth Circuit because
it was consistent with the Supreme Court's opinion in a 2007 case
called Marrama regarding the "remedial authority" of bankruptcy
courts under Section 105(a) of the Bankruptcy Code.  Mr. Hellman
said in an interview that the Law case should be argued in the
Supreme Court around December.

The report shares that there is irony in Mr. Hellman's serving as
Mr. Law's counsel because he will be taking a position contrary to
the ruling by his former boss Souter in the First Circuit opinion
last year.  The Ninth Circuit's opinion isn't without critics.  In
the intermediate appeal before the Ninth Circuit Bankruptcy
Appellate Panel, Bankruptcy Judge Bruce Markell wrote a concurring
opinion where he questioned whether Latman "remains good policy."
He said the result may not be correct "in the absence of any
specific statutory authority."

The report relays that depending on how the Supreme Court writes
its opinion, the Law case could shed light on the propriety of a
mechanism sometimes used in Chapter 11 reorganizations of large
companies for giving unsecured creditors a recovery when they
otherwise would have none.  In some cases, creditors' committees
reach settlements with secured lenders where a trust is created
and funded by the lender, with the funds earmarked exclusively for
unsecured creditors while bypassing the ordinary priority rules.
If the Supreme Court decides that Law was correctly decided,
Chapter 11 creditors' trusts can point to the Supreme Court as
authority for sometimes disregarding the statutory distribution
scheme.  The Supreme Court is currently scheduled to announce on
June 24 whether it will grant an appeal in a case where the lower
courts are split on the question of whether someone can waive the
right for certain types of state-law claims to be decided only by
life-tenured federal district judges.  That case is called
Executive Benefits Insurance Agency v. Arkinson.

The report discloses that also next week the Supreme Court will
rule on whether Pfizer Inc. can appeal an unfavorable ruling from
U.S. Court of Appeals in Manhattan.  The appeals court concluded
that Pfizer wasn't entitled to complete protection from asbestos
claims under the umbrella of Chapter 11 case of its non-operating
subsidiary Quigley Company Inc.  The Solicitor General told the
high court that the Pfizer case was correctly decided and
recommended against granting an appeal.

The Law case in the Supreme Court is Law v. Siegel, 12-5196, U.S.
Supreme Court (Washington).


* Suit Tries Creative Approach Against Fannie and Freddie Bailout
-----------------------------------------------------------------
Stephen J. Lubben, writing for The New York Times' DealBook,
reported that shareholders of Fannie Mae and Freddie Mac, the two
government-sponsored enterprises bailed out by the government,
have some hubris.

According to the report, like some shareholders of the American
International Group, the Fannie and Freddie shareholders have
stooped to lawsuits as a way of trying to garner millions from the
same government that rescued the entities. As was the case with
the A.I.G. shareholders who have sued, they ought to know better.

In the case involving Fannie and Freddie, the shareholders
acknowledge that the government takeover of the two entities
likely saved Western civilization, but they still blame the
government for bailing the two entities out, the report said.

Maybe that's a bit of an oversimplification, but it has a kernel
of truth, the report noted.

The thrust of the argument in the lawsuit is that during the
financial crisis, the government first enacted a new
conservatorship process for the government-sponsored enterprises,
put those enterprises into that process and finally provided lots
of new money to the two at a senior level in the capital structure
(relative to the old shareholders) to keep the companies afloat,
the report pointed out.


* New York State May Tighten Rein on Banking Consultants
--------------------------------------------------------
Jessica Silver-Greenberg and Ben Protess, writing for The New York
Times' DealBook, reported that New York State's top financial
regulator is preparing to crack down on the consulting firms that
banks hire to navigate legal problems like money laundering and
wrongful foreclosures, according to people briefed on the plans.

According to the report, in an attempt to force change upon a
sector that operates with scant supervision and produces mixed
results, Benjamin M. Lawsky, New York's superintendent of
financial services, plans to use an obscure state banking law to
rein in banks' use of consultants, these people said.

Among the aggressive moves under consideration, Mr. Lawsky is said
to be weighing whether to ban temporarily at least one firm with a
poor track record from advising banks chartered in New York, the
report related. His office is also considering a new code of
conduct for consultants, the people briefed on the plan said.

The state regulator's plan is the latest threat to the
multibillion-dollar consulting industry, which has already come
under fire in Washington as it has evolved into something of a
shadow regulator of Wall Street, according to the report. In
recent months, consulting firms have been faulted with
inadequately handling several prominent bank regulatory problems.
In a review of millions of home foreclosures nationwide, for
example, consultants racked up more than $2 billion in fees while
struggling to complete the assignment. In other cases, consulting
firms have been accused of either underestimating the amount of
tainted money routed through a bank or even enabling banks to
escape regulatory scrutiny for wrongdoing.

The consulting industry, which includes some of the world's
largest accounting firms, has long defended the quality and
independence of its work, the report noted.


* Banks Balk at New Rules for Small Loans
-----------------------------------------
Robin Sidel and Alan Zibel, writing for The Wall Street Journal,
reported that large banks are pushing back against regulators'
plans to toughen rules on short-term, high-interest consumer
loans.

According to the report, Wells Fargo & Co., the largest bank to
offer "deposit-advance loans," has told regulators that it will
discontinue the loans if plans for tougher rules are completed,
according to comments filed last month with the Office of the
Comptroller of the Currency.

The report related that the proposal "will force Wells Fargo to
discontinue the Direct Deposit Advance Service, leaving many
customers only more expensive alternatives," Wells wrote in a
comment letter submitted to the OCC on May 30.

U.S. Bancorp of Minneapolis and Regions Financial Corp. of
Birmingham, Ala., also have told regulators that the proposed new
rules would increase the costs and complexity of offering such
loans, the report said. They also say the proposals would cut the
availability of credit to consumers.

The proposed rules "will limit the bank's ability to provide
deposit-advance products to most customers," U.S. Bancorp wrote in
comments submitted to the OCC, the report further related.


* Refinancings Plunge as Bond Yields Rise
-----------------------------------------
Nick Timiraos and Andrew R. Johnson, writing for The Wall Street
Journal, reported that surprise spike in mortgage rates threatens
to halt a refinancing boom that has delivered strong profits for
U.S. banks over the past two years.

The average rate on a 30-year mortgage rose to 4.15% last week, a
14-month high and up sharply from 3.59% in early May, according to
the Mortgage Bankers Association, the report related. A separate
survey released by Freddie Mac said the rate this week was at
3.98%, up from 3.35% last month.

Refinancing applications last week were down 36% from the first
week of May, before rates began climbing, according to the bankers
association, the report said.

Lenders have been predicting that refinancing would taper off,
"what wasn't anticipated was that this move in rates would happen
so quickly," said Bose George, a mortgage-finance company analyst
with Keefe, Bruyette & Woods, the report added.

While a falloff in refinancing business could cut into record
profits lenders have enjoyed from the activity, a rise in short-
term interest rates could see banks earning higher yields on
various types of loans, from mortgages to commercial real estate,
the report related.


* More Than $100B in Private Equity Trapped in "Zombie Funds"
-------------------------------------------------------------
Reuters reported that private equity firms are sitting on $116
billion of assets trapped in so-called zombie funds that lie
dormant but still rake in fees from investors, research showed on
Thursday.

Almost 1,200 private equity funds can be classed as "zombie" --
poor-performing funds that have been retained beyond their planned
life span and whose managers have little hope of raising more
money -- according to data from industry tracker Preqin, the
report related.

Despite the funds being inactive, general partners -- those
managing the funds -- still collect management fees from
investors, the report said.

U.S. regulator the Securities and Exchange Commission is
investigating the use of these essentially inactive funds, which
critics say drain money from pension funds and other investors
that would otherwise be available to reinvest or return to
clients, the report related. It is part of a wider SEC probe into
the private equity industry as a whole.

Hedge funds, asset managers and other alternative investment
vehicles have also recently come under increased scrutiny in both
Europe and the U.S. as the public and regulatory backlash since
the 2008 financial crisis spreads beyond the banking industry, the
report noted.


* Mintz Levin Bankruptcy Attorneys Among Recommended by Legal 500
-----------------------------------------------------------------
The Legal 500 United States has recognized Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C. as a leading firm in the 2013
edition.  The annual editorial guide recommended six Mintz Levin
practice areas and eleven of the firm's attorneys.

Mintz Levin was recommended in the following practice areas:

-- Finance - Municipal Bankruptcy

-- Industry Focus - Healthcare: Life Sciences

-- Industry Focus - Healthcare: Service Providers

-- Labor and Employment - Immigration

-- Mergers, Acquisitions and Buyouts - M&A: Middle-Market (sub-
$500m)

-- Mergers, Acquisitions and Buyouts - Venture Capital and
Emerging Companies

The Legal 500 United States also recognized Mintz Levin attorneys
as leaders in their areas of practice.  William W. Kannel, a
Member of the firm's Bankruptcy, Restructuring & Commercial Law
Section, was named to the guide's "Leading Lawyers" list, the
highest ranking for individual lawyers, for Finance - Municipal
Bankruptcy.  Susan J. Cohen, Chair of Mintz Levin's Immigration
Section was selected for inclusion on the "Leading Lawyers" list
for Labor and Employment - Immigration.

Additionally, The Legal 500 United States recommended the
following Mintz Levin attorneys:

-- Ivor R. Elrifi (industry focus - healthcare:Life Sciences)

-- Michael S. Gardener (Finance - Municipal Bankruptcy)

-- Lewis J. Geffen (Mergers, Acquisitions and Buyouts - Venture
Capital and Emerging Companies)

-- Douglas Hauer (Labor and Employment - Immigration)

-- Ann-Ellen Hornidge (Finance - Municipal Bankruptcy)

-- Richard H. Moche (Finance - Municipal Bankruptcy)

-- Scott A. Samuels (industry focus - healthcare:Life Sciences)

-- Adrienne K. Walker (Finance - Municipal Bankruptcy)

-- William T. Whelan (industry focus - healthcare:Life Sciences)

The Legal 500 is an independent guide that surveys and interviews
more than 250,000 corporate counsel globally each year.  The Legal
500 United States is the only guide to recommend firms on a
national basis, and in 2013, recommended just 311 firms.  Both
firms and individuals are recommended purely on merit.


* PwC Expands U.S. Business Recovery Services
---------------------------------------------
PwC US on June 3 disclosed that John Bittner and Bill Fasel have
joined the firm?s U.S. Deals practice as partner and managing
director, respectively, within the firm?s Business Recovery
Services (BRS) group.  Both Messrs. Bittner and Fasel bring
extensive management consulting, financial restructuring and deal
experience to the firm.

?As organizations seek to capitalize on the current economic
climate and rapid market changes, we are continuing to invest in
our business recovery services team in order to help organizations
in challenging financial situations make the right business
decisions from strategy through execution,? said Perry Mandarino,
principal and PwC?s U.S. Business Recovery Services leader.  ?As
our restructuring practice continues to grow, we strive to
strengthen our team with seasoned professionals like John and Bill
who can help our clients quickly identify problems, develop viable
solutions and implement them with sensitivity and precision.?

Based in Dallas, Mr. Bittner brings PwC extensive experience in
providing financial, operational and strategic services to
distressed and underperforming corporations and their
stakeholders, specifically in the construction, manufacturing,
energy and retail industries.  Prior to joining PwC, Mr. Bittner
was a partner in Grant Thornton?s Corporate Advisory and
Restructuring Services group.  He also held senior level positions
at Mesirow Financial Consulting and KPMG.  Prior to that,
Mr. Bittner served as a managing director with PwC?s BRS practice
in Houston.  His broad skill set adds significant capabilities to
PwC?s BRS group, having established restructuring practices for
professional services firms in both Houston and Dallas.  He is a
graduate of Texas A&M University and received his MBA from
University of Michigan.  Mr. Bittner is a Certified Public
Accountant in Texas and a Certified Insolvency and Restructuring
Advisor.

Mr. Fasel joins PwC as a managing director in the Chicago office.
He has over 23 years of financial advisory experience providing a
unique blend of business development, strategic planning,
corporate finance and restructuring expertise to multinational and
middle-market clients worldwide.  Mr. Fasel previously served as
director and Midwest practice leader for Deloitte?s Corporate
Restructuring Group, where he advised clients across industries on
a range of financial advisory and distressed M&A services,
including business strategy development, turnaround initiatives,
liquidity management, and facilitating M&A transactions in
bankruptcy proceedings and out-of-court restructurings.  Prior to
Deloitte, Mr. Fasel held managing director roles at various
consulting firms, including Mesirow Financial Consulting and BBK
Ltd.  Additionally, his experience includes corporate development,
investor relations and strategic planning roles with Aon
Corporation and Vlasic Foods, as well as corporate finance
positions with Lehman Brothers and First Chicago.  Mr. Fasel
received a BBA from University of Michigan and an MBA from the
Kellogg School of Management at Northwestern University.

PwC's Business Recovery Services practice is a leading advisor to
stakeholders during complex financial restructurings, bankruptcies
and turnaround situations.  With its focus on broad advisory,
complex financial services and crisis management, PwC provides
strategic, operational and financial alternatives to preserve and
restore the performance and value of businesses.  With the power
of its professionals around the world, PwC delivers specific
industry and technical expertise with its hands-on, solutions
driven approach.

PwC?s Deals practitioners help corporate and private equity
executives navigate transactions to increase value and returns.
In today's increasingly daunting economic and regulatory
environment, PwC's experienced M&A specialists assist clients on a
range of transactions from smaller and mid-sized deals to the most
complex transactions, including domestic and cross-border
acquisitions, divestitures and spin-offs, capital events such as
IPOs and debt offerings, and bankruptcies and other business
reorganizations.  PwC helps clients with strategic planning around
their growth and investment agendas and advise on business-wide
risks and value drivers in their transactions for more empowered
negotiations, decision-making and execution.  PwC helps clients
expedite their deals, reduce their risks, capture and deliver
value to their stakeholders and quickly return to business as
usual.  PwC's local and global deal strength is derived from over
1,400 deal professionals in 21 cities in the U.S. and over 9,800
deal professionals across a global network of firms in 75
countries.  In addition, PwC's network firm PwC Corporate Finance
provides investment banking services within the U.S.

                      About the PwC Network

PwC firms help organizations and individuals create the value
they?re looking for.  PwC is a network of firms in 158 countries
with more than 180,000 people who are committed to delivering
quality in assurance, tax and advisory services.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Sergei Bagaev
   Bankr. C.D. Calif. Case No. 13-13889
      Chapter 11 Petition filed June 7, 2013

In re Lynndol Stalder
   Bankr. M.D. Fla. Case No. 13-07141
      Chapter 11 Petition filed June 7, 2013

In re Bradley Winston
   Bankr. S.D. Fla. Case No. 13-23619
      Chapter 11 Petition filed June 7, 2013

In re Brand for Less Inc.
        dba Brands for Less
   Bankr. D. Md. Case No. 13-19901
     Chapter 11 Petition filed June 7, 2013
         See http://bankrupt.com/misc/mdb13-19901p.pdf
         See http://bankrupt.com/misc/mdb13-19901c.pdf
         represented by: Steven H. Greenfeld, Esq.
                         COHEN, BALDINGER & GREENFELD, LLC

In re Walls Limousine Service, Inc.
   Bankr. N.D. Miss. Case No. 13-12358
     Chapter 11 Petition filed June 7, 2013
         See http://bankrupt.com/misc/msnb13-12358.pdf
         represented by: Robert Gambrell, Esq.
                         GAMBRELL & ASSOCIATES, PLLC
                         E-mail: rg@ms-bankruptcy.com

In re Alicyon Corp.
   Bankr. E.D.N.Y. Case No. 13-73064
     Chapter 11 Petition filed June 7, 2013
         See http://bankrupt.com/misc/nyeb13-73064.pdf
         represented by: Joseph J. Fontanetta, Esq.

In re W. Byrd
   Bankr. E.D.N.C. Case No. 13-03674
      Chapter 11 Petition filed June 7, 2013

In re Stambaugh Family Trust, a Trust
   Bankr. M.D. Pa. Case No. 13-03041
     Chapter 11 Petition filed June 7, 2013
         See http://bankrupt.com/misc/pamb13-03041p.pdf
         See http://bankrupt.com/misc/pamb13-03041c.pdf
         represented by: Robert E. Chernicoff, Esq.
                         CUNNINGHAM AND CHERNICOFF, P.C.
                         E-mail: rec@cclawpc.com

In re Sheila Martinez Infante
   Bankr. D. P.R. Case No. 13-04730
      Chapter 11 Petition filed June 7, 2013

In re Steve?s Clean Cars, Inc.
   Bankr. W.D. Tex. Case No. 13-60545
     Chapter 11 Petition filed June 7, 2013
         See http://bankrupt.com/misc/txwb13-60545.pdf
         represented by: Troy J. Wilson, Esq.


In re Redwater Associates, Inc.
   Bankr. W.D. Wash. Case No. 13-43798
     Chapter 11 Petition filed June 7, 2013
         See http://bankrupt.com/misc/wawb13-43798.pdf
         represented by: Jason Anderson, Esq.
In re Delta Cummings
   Bankr. D. Ariz. Case No. 13-09868
      Chapter 11 Petition filed June 10, 2013

In re Don Wilkinson
   Bankr. C.D. Calif. Case No. 13-15021
      Chapter 11 Petition filed June 10, 2013

In re Jerry Austin
   Bankr. C.D. Calif. Case No. 13-20186
      Chapter 11 Petition filed June 10, 2013

In re Luis Romero
   Bankr. C.D. Calif. Case No. 13-25222
      Chapter 11 Petition filed June 10, 2013

In re Elisa Chieffo
   Bankr. N.D. Calif. Case No. 13-11157
      Chapter 11 Petition filed June 10, 2013

In re Edward Crochet
   Bankr. E.D. La. Case No. 13-11603
      Chapter 11 Petition filed June 10, 2013

In re Sandy Crochet
   Bankr. E.D. La. Case No. 13-11603
      Chapter 11 Petition filed June 10, 2013

In re Norell Falcon-Ochoa
   Bankr. D. Nev. Case No. 13-15070
      Chapter 11 Petition filed June 10, 2013

In re Guru Enterprises Inc.
        fdba Harmandir Enterprises
   Bankr. D. Nev. Case No. 13-15084
     Chapter 11 Petition filed June 10, 2013
         See http://bankrupt.com/misc/nvb13-15084.pdf
         represented by: Nedda Ghandi, Esq.
                         GHANDI LAW OFFICES
                         E-mail: nedda@ghandilaw.com

In re Nasscond, Inc.
   Bankr. E.D.N.Y. Case No. 13-73107
     Chapter 11 Petition filed June 10, 2013
         See http://bankrupt.com/misc/nyeb13-73107.pdf

In re Rondaxe Properties, LLC
   Bankr. W.D.N.Y. Case No. 13-20914
     Chapter 11 Petition filed June 10, 2013
         See http://bankrupt.com/misc/nywb13-20914.pdf
         represented by: David H. Ealy, Esq.
                         TREVETT CRISTO SALZER & ANDOLINA, P.C.
                         E-mail: dealy@trevettlaw.com

In re New Hope Christian Church
   Bankr. E.D.N.C. Case No. 13-03691
     Chapter 11 Petition filed June 10, 2013
         See http://bankrupt.com/misc/nceb13-03691.pdf
         represented by: Florence A. Bowens, Esq.
                         E-mail: fbowenslaw@aol.com

In re MCK Corporation
        dba Tourangeau
        fdba Tourangeau Nor Wes Corporation
   Bankr. D. Ore. Case No. 13-33701
     Chapter 11 Petition filed June 10, 2013
         See http://bankrupt.com/misc/orb13-33701.pdf
         represented by: Timothy J. Conway, Esq.
                         TONKON TORP, LLP

In re Glynis Diaz Ocasio
   Bankr. D. P.R. Case No. 13-04789
      Chapter 11 Petition filed June 10, 2013

In re H. Dilworth
   Bankr. E.D. Wis. Case No. 13-28043
      Chapter 11 Petition filed June 10, 2013
In re 8241 Pinnacle, LLC
   Bankr. D. Ariz. Case No. 13-10027
     Chapter 11 Petition filed June 12, 2013
         See http://bankrupt.com/misc/azb13-10027.pdf
         represented by: Richard William Hundley, Esq.
                         BERENS, KOZUB & KLOBERDANZ, PLC
                         E-mail: rhundley@bkl-az.com

In re RL Managment Group, LLC
   Bankr. E.D. Mich. Case No. 13-51849
     Chapter 11 Petition filed June 12, 2013
         See http://bankrupt.com/misc/mieb13-51849p.pdf
         See http://bankrupt.com/misc/mieb13-51849c.pdf
         represented by: Donald C. Darnell, Esq.
                         DARNELL, PLLC
                         E-mail: dondarnell@darnell-law.com

In re NAFCO USA, LLC
   Bankr. D. Nev. Case No. 13-51183
     Chapter 11 Petition filed June 12, 2013
         See http://bankrupt.com/misc/nvb13-51183.pdf
         represented by: Jeffrey L. Hartman, Esq.
                         HARTMAN & HARTMAN
                         E-mail: notices@bankruptcyreno.com

In re Precise Strike, LLC.
   Bankr. W.D. Pa. Case No. 13-22500
     Chapter 11 Petition filed June 12, 2013
         See http://bankrupt.com/misc/pawb13-22500.pdf
         represented by: Lawrence C. Bolla, Esq.
                         QUINN BUSECK LEEMHUIS TOOHEY & KROTO,
INC.
                         E-mail: lbolla@quinnfirm.com

In re Duke Investments, LLC
   Bankr. W.D. Pa. Case No. 13-22509
     Chapter 11 Petition filed June 12, 2013
         See http://bankrupt.com/misc/pawb13-22509.pdf
         represented by: Richard R. Tarantine, Esq.
                         TARANTINE & ASSOCIATES, P.C.
                         E-mail: rrt@tarantinelaw.com

In re Terry Anderson
   Bankr. E.D. Tenn. Case No. 13-32201
      Chapter 11 Petition filed June 12, 2013

In re Lynne Lewis
   Bankr. W.D. Wash. Case No. 13-43896
      Chapter 11 Petition filed June 12, 2013
In re Eric Tabor
   Bankr. D. Ariz. Case No. 13-10232
      Chapter 11 Petition filed June 13, 2013

In re Sachidanand Sinha
   Bankr. C.D. Calif. Case No. 13-15086
      Chapter 11 Petition filed June 13, 2013

In re Bieberle Enterprises Inc.
   Bankr. M.D. Fla. Case No. 13-07304
     Chapter 11 Petition filed June 13, 2013
         Filed pro se

In re Leslie McClain
   Bankr. M.D. Fla. Case No. 13-3667
      Chapter 11 Petition filed June 13, 2013

In re BTN Corporation, Successor in Interest to
      Branton Insulations, Inc.
        fka Branton Insulations, Inc.
          fka Sea-Foam, Inc.
            fka Seville, Inc.
   Bankr. E.D. La. Case No. 13-11656
     Chapter 11 Petition filed June 13, 2013
         See http://bankrupt.com/misc/laeb13-11656.pdf
         represented by: Robert L. Marrero, Esq.
                         Robert Marrero, LLC
                         E-mail: marrero1035@bellsouth.net

In re Mazie Holland
   Bankr. D. Md. Case No. 13-20148
      Chapter 11 Petition filed June 13, 2013

In re Stephen Lewis
   Bankr. D. Nev. Case No. 13-15200
      Chapter 11 Petition filed June 13, 2013

In re P&W Plus Services Inc
   Bankr. E.D.N.Y. Case No. 13-73167
     Chapter 11 Petition filed June 13, 2013
         See http://bankrupt.com/misc/nyeb13-73167.pdf
         represented by: Abraham Hoschander, Esq.

In re Waldemar Lopez Matos
   Bankr. D.P.R. Case No. 13-4887
      Chapter 11 Petition filed June 13, 2013

In re Ratcliffe-Baker Investment Company LLC
   Bankr. W.D. Wash. Case No. 13-15539
     Chapter 11 Petition filed June 13, 2013
         See http://bankrupt.com/misc/wawb13-15539.pdf
         represented by: Larry B. Feinstein, Esq.
                         Vortman & Feinstein
                         E-mail: feinstein2010@gmail.com
In re Tariq Rana
   Bankr. D. Ariz. Case No. 13-10308
      Chapter 11 Petition filed June 14, 2013

In re Hayward Corporation
   Bankr. C.D. Calif. Case No. 13-14034
     Chapter 11 Petition filed June 14, 2013
         See http://bankrupt.com/misc/cacb13-14034.pdf
         represented by: Vahid Naziri, Esq.
                         ABBASI & ASSOCIATES, P.C.
                         E-mail: matthew@anhlegal.com

In re Stefano Marrero
   Bankr. C.D. Calif. Case No. 13-15139
      Chapter 11 Petition filed June 14, 2013

In re Shyhshine Chen
   Bankr. C.D. Calif. Case No. 13-25674
      Chapter 11 Petition filed June 14, 2013

In re Rotini, Inc.
        dba Ristorante Piccolo
   Bankr. D. D.C. Case No. 13-00380
     Chapter 11 Petition filed June 14, 2013
         See http://bankrupt.com/misc/dcb13-00380.pdf
         represented by: Steven H. Greenfeld, Esq.
                         COHEN, BALDINGER & GREENFELD, LLC
                         E-mail: steveng@cohenbaldinger.com

In re Pezzo Forte, Inc.
   Bankr. D. D.C. Case No. 13-00381
     Chapter 11 Petition filed June 14, 2013
         See http://bankrupt.com/misc/dcb13-00381p.pdf
         See http://bankrupt.com/misc/dcb13-00381c.pdf
         represented by: Steven H. Greenfeld, Esq.
                         COHEN, BALDINGER & GREENFELD, LLC
                         E-mail: steveng@cohenbaldinger.com

In re Nicholas Demint
   Bankr. M.D. Fla. Case No. 13-07889
      Chapter 11 Petition filed June 14, 2013

In re Henry Mascagni
   Bankr. N.D. Miss. Case No. 13-12452
      Chapter 11 Petition filed June 14, 2013

In re Pasquale Iuele
   Bankr. D. N.J. Case No. 13-23271
      Chapter 11 Petition filed June 14, 2013

In re Bruce Graeber
   Bankr. E.D.N.Y. Case No. 13-43654
      Chapter 11 Petition filed June 14, 2013

In re William Kostun
   Bankr. N.D.N.Y. Case No. 13-11540
      Chapter 11 Petition filed June 14, 2013

In re William Day
   Bankr. D. Ore. Case No. 13-62313
      Chapter 11 Petition filed June 14, 2013

In re Carl Avers
   Bankr. W.D. Pa. Case No. 13-10765
      Chapter 11 Petition filed June 14, 2013

In re Tomas Javariz Nieves
   Bankr. D. P.R. Case No. 13-04942
      Chapter 11 Petition filed June 14, 2013

In re Richard Lunsford
   Bankr. W.D. Tenn. Case No. 13-11513
      Chapter 11 Petition filed June 14, 2013

In re Michael Ratcliffe
   Bankr. W.D. Wash. Case No. 13-15556
      Chapter 11 Petition filed June 14, 2013

In re Robert Rubin
   Bankr. E.D.N.Y. Case No. 13-73193
      Chapter 11 Petition filed June 16, 2013

In re Luke Zouvas
   Bankr. S.D. Calif. Case No. 13-6250
      Chapter 11 Petition filed June 16, 2013



                            *********

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

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

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

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

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

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

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

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

                           *********

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

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

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

This material is copyrighted and any commercial use, resale or
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herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $975 for 6 months delivered via
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                  *** End of Transmission ***