TCR_Public/130621.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 21, 2013, Vol. 17, No. 170

                            Headlines

AK STEEL: Moody's Assigns 'B1' Rating to $30MM Debt Add-On
AK STEEL: S&P Retains 'BB-' Rating on 8.75% Senior Secured Notes
ALIXPARTNERS LLP: S&P Assigns 'B+' Rating to $825M Credit Facility
ALL SMILES DENTAL: Seeks Lawsuit Over Spurned Suitor's $4M Claim
ALLIED SYSTEM: Wins $33.5MM Replacement Loan Over Yucaipa Protest

AMERICAN AIRLINES: Antitrust Clearance Unlikely Before Aug. 15
AMERICANWEST BANCORPORATION: Cappello to Reimburse $2.1MM in Fees
APPLIED MINERALS: Has MOU for Distribution Agreement with Mitsui
APOLLO MEDICAL: Launches Maverick Medical Group in Los Angeles
ARCAPITA BANK: BNY Balks at Committee Pursuit of Arcsukuk Claims

ATLAS DELAWARE: S&P Assigns 'B' CCR; Outlook Negative
AZTECH RENTALS: Files for Chapter 22 in San Antonio
B-G & G INVESTORS: Case Summary & 14 Unsecured Creditors
BALLENGER CONSTRUCTION: Unsecureds May Get Nothing
BANK OF THE CAROLINAS: Shareholders Elect Nine Directors

BASHAS' INC: Court Rejects Kubicek Bid to Reinstate Suit
BELVEDERE LLC: Fray's Grant Project Placed in Bankruptcy
BERNARD L MADOFF: Court Sets Up Hurdle for Asset-Freeze Hearings
BEST UNION: Court to Convene Confirmation Hearing on June 26
BEST UNION: Court OKs Hiring of Robert Chang as Accountant

BIOSCRIP INC: Moody's Assigns B2 Rating to New $150MM Term Loan
BIOSCRIP INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
BLUE COAT: S&P Lowers CCR to 'B' & Rates $40MM Facility 'B+'
BOOMERANG SYSTEMS: Obtains $4.7 Million Funding Commitment
BUILDERS GROUP: Proposes G.A. Carlo-Altieri as Counsel

BVG AUTO: Case Summary & 13 Unsecured Creditors
BVC PARTNERS: Section 341(a) Meeting Set on July 15
CASH STORE: Amends Fiscal 2012 Annual Report
CELOTEX CORP: No Asbestos Indemnification for Company
CHINA PRECISION: Receives Non-Compliance Notice From NASDAQ

COLLINS AND WALTON: Officer Facing Pension Fund Suit
COMARCO INC: Annual Shareholders' Meeting Set on Aug. 22
COMMERCIAL CAPITAL: U.S. Trustee Objects to Disclosure Statement
CONCORD CAMERA: Board OKs $0.07 Apiece Liquidating Distribution
CONGOLEUM CORP: Integrity Not Required to Pay Claims

D & L ENERGY: Pushes for Sale of Wells, Drilling Rights
DIGERATI TECHNOLOGIES: Sec. 341 Creditors' Meeting Set for July 18
DIGERATI TECHNOLOGIES: Submits List of Top Unsecured Creditors
DISH NETWORK: Moody's Ratings Still on Review Despite Sprint Deal
DISH NETWORK: S&P Affirms 'BB-' CCR & Removes From CreditWatch

DOGWOOD PROPERTIES: Disclosure Statement Hearing Set for July 17
EASTMAN KODAK: Enters Into Exit Financing Package Agreement
EASTMAN KODAK: Amends Plan to Pay Second-Lien Notes in Full
EASTMAN KODAK: Court Approves Settlement with U.K. Pension Plan
EASTMAN KODAK: Partners with NY on Eastman Business Park

ELBIT IMAGING: Adjusts Plan of Arrangement Over Expert Opinion
ELEPHANT TALK: Has Until Aug. 31 to Regain NYSE Compliance
EXIDE TECHNOLOGIES: Amends Fiscal 2013 Form 10-K
EXIDE TECHNOLOGIES: Has Diverse Creditors' Committee
EXIDE TECHNOLOGIES: Lowenstein Sandler to Represent Creditors

EXIDE TECHNOLOGIES: DIP Agent's Fee Letter Filed Under Seal
FINJAN HOLDINGS: Star Bird Held 6.5% Equity Stake at June 3
FLINTKOTE COMPANY: Case Re-Assigned to Judge Mary F. Walrath
FREESEAS INC: Receives Non-Compliance Notice From NASDAQ
GENERAL STEEL: Incurs $231.9 Million Net Loss in 2012

GLOBAL BRASS: Moody's Affirms B2 CFR; Changes Outlook to Stable
GMX RESOURCES: Directors T.J. Boismier and Mike Cook Resign
GREYSTONE LOGISTICS: Files Schedule 13E-3 with SEC
GROUP HEALTH: Fitch Affirms 'BB+' Issuer Default Rating
HASH LANE: Business as Usual for Lakeridge Golf Course

HELICOS BIOSCIENCES: Court Approves IP License Agreements
HIGH MAINTENANCE: Involuntary Chapter 11 Case Summary
HJ HEINZ: Moody's Downgrades Debt Instrument Ratings After LBO
IDEARC INC: Verizon Scores Complete Victory Over Creditors
ILLINOIS VALLEY: Case Summary & 20 Largest Unsecured Creditors

INOVA TECHNOLOGY: Investors' Ownership Unchanged After Split
INTEGRITY INSURANCE: Not Required to Pay Congoleum Claims
INTERSTATE BAKERIES: Premium Food Must Return $235K
IXI MOBILE: SEC Revokes Registration of Securities
JAMES RIVER: Moody's Caa2 CFR Unchanged Following Exchange Offer

JEFFERSON COUNTY: Proposed Financing Too Costly
LIGHTSQUARED INC: Lenders Balk at Violations of 'Exclusivity' Deal
LONE PINE: Gets Notice of Failure to Satisfy NYSE Listing Standard
LOU PEARLMAN: Trustee Doesn't Have Backstreet's Back on Claims
MARKETING WORLDWIDE: Suspending Filing of Reports with SEC

MARMC TRANSPORTATION: lTC Electrical's Claim Allowed
METEX MFG: Can Participate in The Home Insurance Proceeding
MILAGRO OIL: Exchange Offer Expiration Extended Until Aug. 30
MORGANS HOTEL: Stockholders Elect Seven Directors
MOORE FREIGHT: Has Until July 25 to File Ch. 11 Plan

MOSS FAMILY: May Use Cash Collateral Thru Aug. 30
MPF HOLDING: Preference Suit Against Mustang Dismissed
MPG OFFICE: Sells U.S. Bank Tower & Westlawn Garage for $367.5MM
MUNICIPAL MORTGAGE: Extends Forbearance with Merill Until Aug. 1
MUSCLEPHARM CORP: Has 1.7 Million Common Shares Resale Prospectus

NATIONAL ENVELOPE: Proposes Richards Layton as Counsel
NATIONAL ENVELOPE: Proposes Epiq as Administrative Advisor
NATIONAL ENVELOPE: Wants Aug. 9 Extension for Schedules
NATIONAL ENVELOPE: Proposes PwC as Financial Advisor
NATIONAL TELEREP: Case Summary & 20 Largest Unsecured Creditors

NAVISTAR INTERNATIONAL: Rights Agreement to Expire by Aug. 31
NEXSTAR BROADCASTING: Moody's Rates Proposed Debt Facility 'Ba3'
NORTEL NETWORKS: Announces Closure of Share Transfer Registers
NORTH TEXAS HOUSING: S&P Removes 'BB+' Rating From CreditWatch Neg
OLIN CORP: S&P Raises Corp. Credit Rating to 'BB+'; Outlook Stable

ONCURE HOLDINGS: Section 341(a) Meeting Scheduled for Aug. 2
ORCHARD SUPPLY: Bankruptcy Court Approves First Day Motions
ORCHARD SUPPLY: Says Equity Holders Out of the Money
ORECK CORP: Posts $5M Deficit During Last Three Weeks of May
PARKLAND II: Updated Case Summary & Creditors' Lists

PATHEON INC: S&P Revises Outlook to Stable & Affirms 'B+' CCR
PATRIOT COAL: Knighthead, Aurelius Negotiate Funding Plan
PATRIOT COAL: Can Employ Greenberg Traurig as Spl. Lit. Counsel
PENSON WORLDWIDE: Obtains Court Rulings; To Reject More Contracts
PENSON WORLDWIDE: Files Amended Schedules of Assets and Debts

PENSON WORLDWIDE: D&O Expense Reimbursement Sought
PREMIER INVESTMENTS: Case Summary & 7 Unsecured Creditors
PREMIER NW: Default Judgment Granted In Favor of Franchisor
PURIFIED RENEWABLE: Ethanol Plant Goes Up for Auction Aug. 8
QUALITY DISTRIBUTION: Enters Into New $17.5MM Term Loan Facility

RADIENT PHARMACEUTICALS: Final Agreement with UNI Pharma
READER'S DIGEST: Affiliate Seeks More Time to File Ch. 11 Plan
REFCO INC: Mayer Brown Settles Claims It Aided $1.5B Fraud
REVSTONE INDUSTRIES: Creditor Wants 'Exclusivity' Deal Unsealed
RITE AID: Plans to Offer $400 Million Senior Notes Due 2021

RITE AID: New $810MM Sr. Guaranteed Notes Get Moody's Caa2 Rating
ROOFING SUPPLY: High Leverage Prompts Moody's to Cut CFR to 'B3'
SCOOTER STORE: Committee Can Employ CBIZ as Financial Advisors
SCOOTER STORE: Can Hire AP Services' Young as CRO
SEA HORSE REALTY: Allowed Limited Disbursements Pending Appeal

SEQUENOM INC: EVP Strategic Planning to Work Part-Time
SOUND SHORE: U.S. Attorney Objects to $33-Mil. DIP Loan
SPARKS TOURISM: Moody's Affirms 'B2' Rating on Series A Bonds
SPIRIT REALTY: Declares Cash Dividend for the Second Quarter
STABLEWOOD SPRINGS: Resort to Emerge From Chapter 11

STRATUS MEDIA: $1.3 Million Notes Converted to 22.5MM Shares
SWEISS PETROL: Case Summary & 20 Largest Unsecured Creditors
TRANSDIGM INC: S&P Lowers Corp. Credit Rating to B; Outlook Stable
TRENDSET INFORMATION: AFS Buys Biz for $1.14 Million
UNIGENE LABORATORIES: Victory Park Sells Collateral to Lenders

UNIVERSALLY CORRECT: Case Summary & 20 Largest Unsecured Creditors
USEC INC: Gets Add'l $20MM Funding From Government for AC Project
VALEANT PHARMACEUTICALS: S&P Lowers Corp. Credit Rating to 'BB-'
VALEANT PHARMACEUTICALS: Moody's Rates New Sr. Unsec. Notes 'B1'
VIGGLE INC: Hits 3 Million Registered Users

VITESSE SEMICONDUCTOR: Columbia Pacific Holds 9.8% Equity Stake
VISUALANT INC: Closes $5 Million in Equity Funding
VISUALANT INC: Ronald Erickson Held 9.6% Equity Stake at June 14
VUZIX CORP: Offering $5 Million Common Shares and Warrants
WALTER ENERGY: Moody's Retains B2 Corp. Family Rating

WAVE SYSTEMS: Amends 1.8-Mil. Class A Shares Resale Prospectus
WEST CORP: S&P Raises CCR to 'BB-' & Removes from CreditWatch
WESTMORELAND COAL: Imminent Danger Order Lifted at Rosebud Mine
WITTENBERG UNIVERSITY: Moody's Lowers Rating Two Notches to 'B1'
WSG CHARLOTTESVILLE: Managers Liable to $2.48MM Lehman Debt

Z TRIM HOLDINGS: Files Copy of Investor Presentation
ZHONE TECHNOLOGIES: Gets NASDAQ Delisting Determination Letter

* New York State Announces Plan to Help Cash-Strapped Cities
* Monitor Finds Lenders Failing Terms of Settlement
* SEC Says It Will Seek Admission of Wrongdoing More Often

* Mortgage-Bond Auction Failures Reach Most in 2013 as Prices Drop
* Lawyer Claims Wells Fargo Sold Risky Program as Safe
* Owner-Vacated Properties Represent 20% of Foreclosures

* BOOK REVIEW: The Oil Business in Latin America: The Early Years


                            *********

AK STEEL: Moody's Assigns 'B1' Rating to $30MM Debt Add-On
----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to AK Steel's $30
million add-on to its 8.750% senior secured notes due 2018. The
add-on, being done through a private offering, will have the same
terms as the existing notes and will be treated as a single
series. All other ratings are unchanged. The outlook is negative

Ratings Rationale:

AK Steel's B2 corporate family rating reflects the weak debt
protection metrics and increased leverage evidenced by the company
as challenging conditions in the US steel industry continue to
negatively impact the level of operating improvement that can be
achieved and sustained. The rating captures our expectation that
given the headwinds facing the industry and slowing economic
fundamentals, performance in 2013 will not be materially improved
over 2012 levels, which themselves were below 2011 levels. The
rating also captures our expectation that the company's cost
position challenges will ease somewhat over the next several
quarters given the declines that have been seen in iron ore and
coking coal prices, although this improvement is unlikely to make
a material change given continued price challenges.

However, the rating also considers AK Steel's position as a mid-
tier steel producer. The company's business mix including a
meaningful level of value added products, including coated,
electrical and stainless products, as well as its strong contract
position are supporting factors in the rating. Nonetheless, given
an EBIT/interest ratio of 0.2x and debt/EBITDA ratio of 10.7x for
the twelve months ended March 31, 2013 (using Moody's standard
adjustments), the corporate family rating is weakly positioned at
the B2 rating.

The negative outlook reflects our view that industry risks
continue to the downside. Should hot rolled prices and utilization
levels fall much below current run rates or appear sustainable at
only about $600/ton and 70% respectively, the company's financial
profile would deteriorate further.

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

Headquartered in West Chester, Ohio, AK Steel produces flat-rolled
carbon steels, including coated, cold-rolled and hot-rolled
products, as well as specialty stainless and electrical steels.
Revenues for the twelve months ended March 31, 2013 were $5.8
billion.


AK STEEL: S&P Retains 'BB-' Rating on 8.75% Senior Secured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' issue-level
rating on AK Steel Corp.'s 8.75% senior secured notes due 2018 is
unchanged following the company's proposed $30 illion add-on.  The
recovery rating is '1', indicating S&P's expectation very high
(90%-100%) recovery in the event of a payment default.  The
incremental proceeds will be used for general corporate purposes.

The 'B' corporate credit rating reflects the combination of the
company's "weak" business risk profile and "highly leveraged"
financial risk profile.  AK Steel has good market positions in a
number of value-added steel products, exposure to the currently
favorable automotive market, and "strong" liquidity.  The company
has a somewhat higher value-added product mix than many of its
peers, as less than 20% of its shipments come from commodity steel
products.  Still, its relatively small size, high fixed costs as
an integrated steelmaker, limited diversity with exposure to
cyclical end markets, significant legacy costs, and very weak
credit measures offset these strengths.

RATINGS LIST

AK Steel Holding Corp.
Corporate Credit Rating             B/Stable/--

AK Steel Corp.
Senior Secured Debt                 BB-
  Recovery Rating                    1


ALIXPARTNERS LLP: S&P Assigns 'B+' Rating to $825M Credit Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned AlixPartners LLP's
proposed $750 million term loan B due 2020 and $75 million
revolving credit facility due 2018 its 'B+' issue-level rating
(at the same level as the corporate credit rating), with a
recovery rating of '3', indicating S&P's expectation for
meaningful (50%-70%) recovery for lenders in the event of a
payment default.

At the same time, S&P assigned the company's proposed $250 million
second-lien term loan due 2021 a 'B-' issue-level rating (two
notches below the corporate credit rating), with a recovery rating
of '6', indicating S&P's expectation for negligible (0%-10%)
recovery for lenders in the event of a payment default.

All existing ratings are unchanged.  The outlook is stable.

The company will use proceeds from the issuance to refinance
existing debt and to fund a $191 million special dividend to
shareholders.  Pro forma for the debt issuance, adjusted debt
leverage increases to 6.4x from 5.3x actual as of March 31, 2013.
S&P's threshold leverage for the current 'B+' corporate credit
rating remains at 6.5x.  Under S&P's base-case scenario, it has
assumed that AlixPartners will experience low- to mid-single-digit
percentage growth over the next two years as growth in
international and other practices compensates for slower growth or
potential declines in the restructuring practice.  This scenario
would result in debt leverage decreasing to the low-6x area by the
end of 2013.  Still, the transaction raises leverage to just below
S&P's leverage threshold for the rating.  As a result, any
additional leveraging transactions or unexpected operational
weakness over the near term would prompt S&P to consider revising
its rating outlook to negative or lowering the rating.

S&P continues to view the financial risk profile as "highly
leveraged," reflecting adjusted leverage of 6.4x and the company's
small to midsize revenue and cash flow base, which opens the
possibility of meaningful swings in leverage during a period of
fluctuating demand.  S&P characterizes the company's business
profile as "fair" (based on its criteria), because it faces keen
competition for consulting services and some exposure to business
cycles.  AlixPartners' turnaround and restructuring practice
provides a degree of counter-cyclicality.

The rating and outlook are predicated on leverage reduction from
the current level of 6.4x over the near term.  This reflects S&P's
expectation that AlixPartners will continue to experience moderate
overall growth over the next 12-18 months.  S&P could lower the
rating to 'B' if the demand for restructuring services declines
and AlixPartners is unable to expand other practices to offset the
decline, resulting in debt leverage exceeding 6.5x on a prolonged
basis and normalized discretionary cash flow declining to approach
breakeven.  S&P could also lower the rating if the company were to
take on any additional debt leverage from current levels.  Given
the company's high debt leverage and private equity ownership, S&P
is unlikely to raise the rating on AlixPartners over the medium
term because of its concerns regarding the company's financial
policy, as evidenced by the proposed transaction.

RATINGS LIST

AlixPartners LLP
Corporate Credit Rating                    B+/Stable/--

New Rating

AlixPartners LLP
$750M term loan B due 2020                 B+
   Recovery Rating                          3
$75M revolving credit facility due 2018    B+
   Recovery Rating                          3
$250M second-lien term loan due 2021       B-
   Recovery Rating                          6


ALL SMILES DENTAL: Seeks Lawsuit Over Spurned Suitor's $4M Claim
----------------------------------------------------------------
Marie Beaudette writing for Dow Jones' DBR Small Cap reports that
Texas dental chain All Smiles Dental Center Inc. is asking a
bankruptcy judge to consider STX Healthcare Management Services
Inc.'s $4 million claim stemming from a failed sale deal as part
of lawsuit in its Chapter 11 case.

                About All Smiles Dental Center

All Smiles Dental Center, Inc., and an affiliate sought Chapter 11
protection (Bankr. N.D. Tex. Case No. 12-32924) in their hometown
in Dallas, Texas.

All Smiles Dental Center is a dental practice management service
organization supporting 33 dental and orthodontic practices within
Texas.  The practices are at 22 different physical locations
spanning the Dallas, Fort Worth, and Houston metropolitan areas.
All Smiles Dental Professionals, P.C. ("PC") employs the clinical
staff and provides all dental and orthodontic services at these
practices.

Richard J. Malouf, D.D.S. founded All Smiles in 2002.  In June
2010, ASDC Holdings, LLC acquired 80% of the outstanding equity
interest in All Smiles.  Dr. Malouf resigned from the board as of
April 19, 2012.

All Smiles tapped Kane Russell Coleman & Logan PC as attorney, and
Turn Works LLC and Neil Minihane as consultant.


ALLIED SYSTEM: Wins $33.5MM Replacement Loan Over Yucaipa Protest
-----------------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that a Delaware
bankruptcy judge approved a $33.5 million replacement post-
petition loan and sale plan for Allied Systems Holdings Inc. over
the objection of original lender Yucaipa Cos. Ltd., which had
argued that the terms gave the replacement private equity lenders
too much leverage.

According to the report, Yucaipa had put forward alternative
proposals hours before oral arguments over the matter began
Wednesday, but U.S. Bankruptcy Judge Christopher S. Sontchi gave
the nod to the replacement debtor-in-possession financing facility
from Black Diamond Capital Management LLC and Spectrum Investment
Partners.

                       About Allied Systems

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

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

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Antitrust Clearance Unlikely Before Aug. 15
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. and US Airways Group Inc. aren't likely to
receive government antitrust clearance for their merger until
after AMR, the parent of American Airlines Inc., holds a
confirmation hearing on Aug. 15 for approval of the reorganization
plan.

Diane Bartz, writing for Reuters, reported that two U.S. lawmakers
with antitrust oversight have urged the Obama administration to
carefully review a planned merger of American Airlines and US
Airways Group to ensure that it will not lead to higher prices for
air travelers.

Senior executives for US Airways and American Airlines told a
Senate subcommittee that they shouldn't have to divest aircraft
slots as part of their planned $11 billion merger, while lawmakers
and others expressed concerns about overconsolidation at Reagan
National Airport and labor unrest among US Airways pilots,
according to a report by Jake Simpson of BankruptcyLaw360.

According to Reuters, Senator Amy Klobuchar, who chairs the Senate
Judiciary Committee's antitrust subcommittee, and Mike Lee, the
top Republican on the panel, said the deal would mean the top four
U.S. airlines would control nearly 90 percent of the U.S. market,
the report said.  The pair acknowledged in the letter that there
could be efficiencies associated with the deal but also noted
concern that flight costs could go up or customer service could
deteriorate, the report added.

"We anticipate that your analysis will include, as it should, a
careful examination of whether divestiture of slots at Reagan
National (Airport) is necessary to ensure that consumers continue
to benefit from robust competition at this airport," the lawmakers
added, the Reuters report cited.

According to the Law360 report, the Senate Subcommittee on
Aviation Operations, Safety and Security hearing included American
Airlines general counsel Gary Kennedy and US Airways CEO Douglas
Parker.

                    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).


AMERICANWEST BANCORPORATION: Cappello to Reimburse $2.1MM in Fees
-----------------------------------------------------------------
Bankruptcy Judge Patricia C. Williams issued a Report and
Recommendation granting, in part, and denying, in part,
AmericanWest Bank's Motion for Award of Attorney's Fees in the
case, CAPPELLO CAPITAL CORP., Plaintiff(s), v. AMERICANWEST BANK,
et al., Defendant(s), DC No. 11-CV-0449-LRS, No. 10-06097-PCW11,
Adversary No. 11-80323-PCW (Bankr. E.D. Wash.).

AmericanWest Bank seeks reimbursement of attorney's fees and
expenses through 2012 of $4,204,470.  The components of that
request are fees and expenses paid to the law firm of Davis Wright
Tremaine, counsel for AmericanWest Bank, in the amount of
$2,257,345, and fees and expenses paid to the law firm for co-
defendant Sandler O'Neill and Partners, LP in the amount of
$1,183,816.  The latter were paid pursuant to AmericanWest Bank's
duty to defend and indemnify Sandler from claims such as those
brought by Cappello Capital Corporation.  AmericanWest also paid
$364,203 to Orange Legal, the professional document search and
retention firm, which assisted in the document production related
to the lawsuit.  Also included is interest from the date each
attorney's fee invoice was paid through February 21, 2013, at the
rate of 10% per annum, which totals $399,104.  AmericanWest also
seeks to increase the amount of the reimbursement requested from
Cappello to the extent additional fees and expenses were and are
incurred after these dates.

According to Judge Williams, AmericanWest is entitled to obtain
reimbursement of its attorney's fees and costs from plaintiff.
The defendant is the prevailing party, the contract does not limit
or cap the award of fees, and the fees are reasonable with certain
exceptions.

Judge Williams says the portion of the fees incurred by Sandler
and paid by AmericanWest ($1,183,816.45) does not qualify for
reimbursement.  Nor do any legal fees qualify which represent
representation of Starbuck and SKBHC, which is estimated to be
$338,601.80.  The request for costs of $364,203.90 paid to Orange
Legal is recoverable from plaintiff, but must be reduced to
reflect that some of the Orange Legal services were provided on
behalf of SKBHC or Starbuck for a reduction of $54,630.59.

The judge says the contract between plaintiff and defendant did
not provide for accrual of interest until a determination was made
that fees could be recovered and the amount of the recovery was
determined. Once those determinations are made, the fees are
awarded and interest begins to accrue at 10%.

The following calculations evidence the conclusions set forth in
the report and recommendation:

Attorney's Fee Request                   $4,204,470.29
Disallowed Sandler Fees                  $1,183,816.45
Disallowed Starbuck/SKBHC Fees             $338,601.80
Disallowed Orange Legal Costs               $54,630.59
Disallowed Interest through 2/21/13        $399,104.58
Disallowed Westlaw Charges                 $103,169.00
Disallowed Second Adversary Fees            $20,000.00
Disallowed Re: Automatic Stay                $2,000.00
Disallowed Re: Erroneous Entries/Mistakes    $1,000.00
                                         -------------
   TOTAL FEES & EXPENSES AWARDED:        $2,102,147.87

The case is currently before the District Court.  On March 29,
District Judge Lonny R. Suko referred AmericanWest Bank's Motion
for Award of Attorney's Fees to the Bankruptcy Court.

A copy of Judge Williams' June 17, 2013 Report And Recommendation
is available at http://is.gd/3hyBGffrom Leagle.com.

               About AmericanWest Bancorporation

Headquartered in Spokane, Washington, AmericanWest Bancorporation
(OTC BB: AWBC) -- http://www.awbank.net/-- was a bank holding
company whose principal subsidiary was AmericanWest Bank, which
included Far West Bank in Utah operating as an integrated
division of AmericanWest Bank. AmericanWest Bank was a community
bank with 58 financial centers located in Washington, Northern
Idaho and Utah.

AmericanWest Bancorporation filed for Chapter 11 protection
(Bankr. E.D. Wash. Case No. 10-06097) on Oct. 28, 2010. The
banking subsidiary was not included in the Chapter 11 filing.

Christopher M. Alston, Esq., and Dillon E. Jackson, Esq., at
Foster Pepper Shefelman PLLC, in Seattle, Washington, serve as
bankruptcy counsel. G. Larry Engel, Esq., at Morrison & Foerster
LLP, also serves as counsel.

The Debtor estimated assets of $1 million to $10 million and
debts of $10 million to $50 million in its Chapter 11 petition.
AmericanWest Bancorporation's estimates exclude its banking
unit's assets and debts. In its Form 10-Q filed with the
Securities and Exchange Commission before the Petition Date,
AmericanWest Bancorporation reported consolidated assets --
including its bank unit's -- of $1.536 billion and consolidated
debts of $1.538 billion as of Sept. 30, 2010.

In December 2010, AmericanWest completed the sale of all
outstanding shares of AmericanWest Bank to a wholly owned
subsidiary of SKBHC Holdings LLC, in a transaction approved by
the U.S. Bankruptcy Court.  The bank subsidiary was sold to SKBHC
Holdings Inc. for $6.5 million cash.


APPLIED MINERALS: Has MOU for Distribution Agreement with Mitsui
----------------------------------------------------------------
Applied Minerals, Inc., has entered into a Memorandum of
Understanding to form an agreement with Mitsui Plastics, Inc., to
market, sell, and distribute its DragoniteTM Halloysite Clay and
Iron Oxide globally.

Mitsui Plastics, Inc., utilizes an extensive international sales
force and infrastructure to serve the worldwide plastics market
through the distribution of a full range of plastics and plastic
additives, modifiers, and advanced materials.

The agreement contemplated by the MOU includes a distribution
agreement covering South and Central America, Europe, Middle East,
Africa, and Asia and an agency agreement covering North America.
The distribution and agency agreements will be on a non-exclusive
basis and will include Halloysite Clay and Iron Oxide products
under Applied Minerals' branding.

Andre Zeitoun, CEO of Applied Minerals commented, "We are proud
that our Dragonite Halloysite Clay and Iron Oxide products have
been chosen by Mitsui Plastics' marketing, sales, and distribution
business.  We believe this contemplated agreement will help
accelerate the penetration of our products into several of our
target markets."  Mr. Zeitoun continued, "In particular, we are
optimistic about penetrating the $5.4 billion global flame
retardant market for which we continue to see strong interest and
demand for Dragonite as a mineral-based alternative to current
brominated offerings.  We look forward to teaming up with a first-
class global distributor like Mitsui Plastics and are excited for
the opportunity that lies ahead."

                       About Applied Minerals

New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications.  The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere.  Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.

The Company reported a net loss attributable to the Company of
$7.48 million in 2011, a net loss attributable to the Company of
$4.76 million in 2010, and a net loss attributable to the Company
of $6.76 million in 2009.  The Company's balance sheet at March
31, 2013, showed $10.52 million in total assets, $2.75 million in
total liabilities, and $7.77 million in total stockholders'
equity.

                           Going Concern

The Company has incurred material recurring losses from
operations.  At March 31, 2012, the Company had a total
accumulated deficit of approximately $43,084,500.  For the three
months ended March 31, 2012, and 2011, the Company sustained net
losses from exploration stage before discontinued operations of
approximately $4,056,700 and $1,695,100, respectively.  The
Company said that these factors indicate that it may be unable to
continue as a going concern for a reasonable period of time.  The
Company's continuation as a going concern is contingent upon its
ability to generate revenue and cash flow to meet its obligations
on a timely basis and management's ability to raise financing or
dispose of certain non-core assets as required.  If successful,
this will mitigate the factors that raise substantial doubt about
the Company's ability to continue as a going concern.

                         Bankruptcy Warning

At Dec. 31, 2011, and 2010, the Company had accumulated deficits
of $39,183,632 and $31,543,411, respectively, in addition to
limited cash and unprofitable operations.  For the year ended
Dec. 31, 2011, and 2010, the Company sustained net losses before
discontinued operations of $7,476,864 and $4,891,525,
respectively.  As of March 15, 2012, the Company has not
commercialized the Dragon Mine and has had to rely on cash flow
generated from the sale of stock and convertible debt to fund its
operations.  If the Company is unable to fund its operations
through the commercialization of the Dragon Mine, the sale of
equity or debt or a combination of both, it may have to file
bankruptcy.


APOLLO MEDICAL: Launches Maverick Medical Group in Los Angeles
--------------------------------------------------------------
Apollo Medical Holdings, Inc., has launched a new operating unit,
Maverick Medical Group, an Independent Physician Association
serving Medicare, Dual Eligible, Commercial and Medi-Cal patients
residing in the Greater Los Angeles area.

"The launch of Maverick IPA is both a logical and strategic
complement to our existing businesses.  Maverick enables ApolloMed
to more fully capture value from our hospitalists' high quality,
cost effective performance, as well as to leverage the growing
ApolloMed ACO care community," stated Warren Hosseinion, M.D.,
chief executive officer of ApolloMed.

Maverick is an equity-sharing IPA providing physicians with the
support to meet the challenges inherent in the operation of
individual physician practices.  Maverick operates under full and
professional risk contracts with health plans through its network
of over 150 Primary Care Physicians and Specialist physicians.
Maverick offers its physician partners a full complement of
provider benefits, including:

   * IPA equity ownership with no buy-in required
   * Competitive monthly capitation payments
   * Opportunities to participate on the IPA Board and Committees
   * Access to all financial reporting, ensuring optimal
     transparency
   * Positioned for the Dual-Eligible Pilot Program in Los Angeles
     County

Maverick has succeeded in contracting for Medicare Advantage,
Special Needs, Commercial and Medi-Cal HMOs serving the Greater
Los Angeles market.  Committed to delivering superior coordinated
care and a positive patient-physician experience, Maverick will
provide its members with direct access to Specialists;
transportation for its senior members; a dedicated, toll-free
"Senior Line" answered by a live person; comprehensive health and
wellness education and preventative care scheduling assistance;
multi-lingual/multi-cultural customer service representatives;
multiple laboratory draw centers and urgent care centers; and
access to local contracted hospitals.

                         Q1 2014 Results

Apollo Medical reported a net loss of $849,115 on $2.44 million of
net revenues for the three months ended April 30, 2013, as
compared with a net loss of $157,356 on $1.63 million of net
revenues for the same period during the prior year.

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

ApolloMed CEO Warren Hosseinion, M.D. stated, "Our strong revenue
growth in the first fiscal quarter points to the success we
continue to achieve in executing our growth strategies and
tactical expansion initiatives - all of which are centered on
establishing ApolloMed as a top-tier performing integrated
healthcare company in the rapidly evolving healthcare industry."

Continuing, he added, "With Accountable Care Organizations
expected to play a significant role in reshaping how care is
delivered in this country, ApolloMed ACO is hard at work
developing innovative, coordinated care models that best leverage
the noted hospitalist experience and expertise and the strength
and depth of our newly launched Independent Physician Association,
Maverick Medical Group.  We believe fiscal 2014 will indeed prove
to be a banner year for ApolloMed and based on our performance,
thus far, we're off to a very good start."

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

                       http://is.gd/hVHzP2

                            Correction

The Company has amended its prior report on Form 8-K to correct an
inadvertent error that was contained in Item 5.02 of the original
filing.  The Original Filing incorrectly noted that Mr. David
Schmidt was entitled to receive a grant of 400,000 restricted
shares of the Company's common stock for his Board service;
whereas, Mr. Schmidt is entitled to receive a grant of options to
acquire 400,000 common shares of the Company's common stock.

                       About Apollo Medical

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

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

Apollo Medical reported a net loss of $8.90 million on $7.77
million of net revenues for the year ended Jan. 31, 2013, as
compared with a net loss of $720,346 on $5.11 million of net
revenues for the year ended Jan. 31, 2012.  As of April 30, 2013,
the Company had $3.38 million in total assets, $4.32 million in
total liabilities and a $934,919 total stockholders' deficit.


ARCAPITA BANK: BNY Balks at Committee Pursuit of Arcsukuk Claims
----------------------------------------------------------------
BNY Mellon Corporate Trustee Services Ltd., as delegate on behalf
of Arcsukuk (2011-1) Limited, objects to a motion of the Official
Committee of Unsecured Creditors for leave, standing and authority
to prosecute certain claims on behalf of the Debtors' estates
against three banks and trustees Arcsukuk (2011-1) Limited and BNY
Mellon.

BNY Mellon says the Committee fails to demonstrate that the
avoidance actions against three banks -- Al Baraka Islamic Bank,
Tadhamon Capital, and Bahrain Islamic Bank -- and the trustees is
in the "best interest of the estate".  BNY says that the Committee
also fails to demonstrate that its pursuit of the avoidance
actions is necessary and beneficial to the fair and efficient
resolution of the bankruptcy proceedings.

BNY Mellon relates that the Committee's prosecution of these
claims would be "wasteful and inefficient" because all of the
information relevant to these claims is in the Reorganized
Debtors' possession.

BNY Mellon also points out that under the Debtors' confirmed
Chapter 11 plan, the reorganized Debtors will have the right to
evaluate and prosecute the Arcsukuk claims to the extent
preserved.

As reported in the TCR on June 5, 2013, the Committee in
justifying pursuit of the claims, says the estates may recover
more than $33 million on account of the Placement Claims, may
reduce the estates' liabilities by up to $100 million in
connection with the Arcsukuk Claims, and may recover more than
$1.2 million on account of the preference claim.  "The costs that
the Committee will likely incur in litigating the Claims are
relatively minor by comparison," the Committee avers.  A copy of
the motion is available at:
http://bankrupt.com/misc/arcapita.doc1197.pdf

                       About Arcapita Bank

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

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

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

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

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

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

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

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

As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for
the Southern District of New York entered its Findings of Fact,
Conclusions of Law, and Order confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and
Related Debtors with respect to teach Debtor other than Falcon Gas
Storage Company, Inc.

A copy of the Confirmed Second Amended Joint Plan (With First
Technical Modifications) is available at:

          http://bankrupt.com/misc/arcapita.doc1265.pdf


ATLAS DELAWARE: S&P Assigns 'B' CCR; Outlook Negative
-----------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to Atlas Delaware Merger Sub Inc.  The outlook is negative.

At the same time, S&P assigned a 'B' issue-level rating to the
company's proposed $320 million first-lien term loan due 2020 and
$40 million revolving credit facility due 2018.  The '3' recovery
rating indicates S&P's expectation for meaningful (50% to 70%)
recovery in the event of payment default.  S&P also assigned a
'CCC+' issue-level rating to the company's proposed $165 million
second-lien term loan due 2021.  The '6' recovery rating indicates
S&P's expectation for negligible (0% to 10%) recovery in the event
of payment default.

Following the completion of the transaction, S&P intends to
transition the new ratings to Triple Point Group Holdings Inc.,
the borrower following the acquisition, and S&P anticipates
withdrawing the corporate credit rating on Triple Point Technology
Inc. and the issue-level and recovery ratings on its credit
facilities, which will be repaid.

"The ratings on Atlas reflect our view of the company's 'highly
leveraged' financial risk profile with leverage of more than 8x
pro forma for the proposed transaction [but excluding management's
anticipated cost savings], and its 'weak' business risk profile
with relatively low recurring maintenance and subscription
revenue, a concentrated customer base, and reliance on large
perpetual license sales," said Standard & Poor's credit analyst
Christian Frank.  Its leading market position and track record
partially offset these factors.  S&P anticipates that continued
revenue growth through 2014, with stable mid-30% EBITDA margins,
is likely to result in leverage of less than 7x.

Triple Point provides commodity management software solutions to a
wide range of end markets, from agriculture, consumer products,
energy, and mining, to financial services and commodity trading.
The company's software provides end-to-end functionality in the
procurement, processing, transporting, and risk management of a
wide range of commodities applicable to its end markets.  It sells
perpetual licenses based on commodity types, functionality, and
seats, and it generates new license sales from existing customers
as they expand the breadth of commodities they manage with the
company's software, come to require new capabilities within
existing commodities, or add new users.

The negative outlook reflects S&P's view of the company's high
leverage relative to its business risk profile, which incorporates
low contractually recurring revenue and meaningful customer
concentration.  S&P could lower the rating if a decline in
perpetual license sales resulting from reduced investment spending
by customers or increased competition, or the loss of a key
customer, preclude the company from de-leveraging.

S&P could revise the outlook to stable during the next 12 months
if continued license growth and cost cutting result in leverage
approaching 7x with prospects for continued de-leveraging.


AZTECH RENTALS: Files for Chapter 22 in San Antonio
---------------------------------------------------
Patrick Danner, writing for San Antonio Express-News, reports that
Aztech Rentals of San Antonio Inc., which rents backhoes,
forklifts, excavators, generators and other equipment, filed for
Chapter 11 bankruptcy on June 17, disclosing about $1 million to
$10 million in both assets and debts.  This is Aztech's second
Chapter 11 filing.

The report says the bankruptcy petition incorrectly listed Aztec
Rentals of San Antonio Inc. as the debtor; company President
Douglas Raney said the correct name is Aztech Rentals of San
Antonio Inc.  He said the company opened in 1967 and employs about
20 people.

"I have no intentions of going anywhere," Mr. Raney said,
according to the report. "I'm sorry that I had to do this. It was
just one of those things; we just couldn't work it out" with the
company's lender.

Aztech first filed for bankruptcy (Bankr. W.D. Tex. Case No.
11-51824) on May 26, 2011, estimating $1 million to $10 million in
both assets and debts.  Bankruptcy Judge Leif M. Clark presided
over the 2011 case.  J. Todd Malaise, Esq. --
notices@malaiselawfirm.com -- at Malaise Law Firm, served as
counsel to the 2011 debtor.  The 2011 petition was signed by
Douglas H. Raney, president.


B-G & G INVESTORS: Case Summary & 14 Unsecured Creditors
--------------------------------------------------------
Debtor: B-G & G Investors I, LLC
        763 Monet Drive, Suite A-103
        Baton Rouge, LA 70806

Bankruptcy Case No.: 13-10828

Chapter 11 Petition Date: June 18, 2013

Court: United States Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Judge: Douglas D. Dodd

Debtor's Counsel: Noel Steffes Melancon, Esq.
                  William E. Steffes, Esq.
                  STEFFES, VINGIELLO & MCKENZIE, LLC
                  13702 Coursey Blvd., Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998
                  E-mail: nsteffes@steffeslaw.com
                          bsteffes@steffeslaw.com

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

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

A copy of the Company's list of its largest unsecured creditors is
available for free at http://bankrupt.com/misc/lamb13-10828.pdf

The petition was signed by Howard Gyler, manager.


BALLENGER CONSTRUCTION: Unsecureds May Get Nothing
--------------------------------------------------
Katy Stech, writing for Dow Jones Newswires, relates that
Ballenger Construction Co.'s attorneys said in a liquidation
report filed with the bankruptcy court earlier this month that the
$9.6 million in proceeds from the auction of the company's assets
in April plus other amounts will help pay off a $16 million debt
to Frost Bank.  The rest of the company's debts, including $24
million owed to unsecured creditors, may go unpaid at the end of
the case.

Ms. Stech notes that Ballenger had $112 million worth of work left
to finish for Texas's Department of Transportation before its
collapse, according to an engineering trade publication.  Bonding
companies eventually took over some of its construction projects,
court papers said.

                About Ballenger Construction

Ballenger Construction Co., filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. 12-20645) on Dec. 7, 2012, in Corpus
Christi, listing under $50,000 in assets and $10 million to $50
million in liabilities.  Judge Richard S. Schmidt oversees the
case.  The Debtor is represented by Roderick Glen Ayers, Jr.,
Esq., at Langley Banack Inc. as counsel.  A copy of the Company's
list of its 20 largest unsecured creditors is available for free
at http://bankrupt.com/misc/txsb12-20645.pdf The petition was
signed by Joe C. Ballenger Jr./Joe C. Ballinger Sr.,
president/CEO.


BANK OF THE CAROLINAS: Shareholders Elect Nine Directors
--------------------------------------------------------
Bank of the Carolinas Corporation held its annual meeting of
shareholders on June 13, 2013, at which the shareholders elected
Jerry W. Anderson, Alan M. Bailey, John A. Drye, John W. Googe,
Henry H. Land, Grady L. McClamrock, Jr., Lynne Scott Safrit,
Francis W. Slate and Stephen R. Talbert as directors.

The shareholders ratified a resolution endorsing and approving
compensation paid or provided to the Company's executive officers
and the Company's executive compensation policies and practices,
and ratified the appointment of Turlington and Company, L.L.P., as
the Company's independent accountants for 2013.

                     About Bank of the Carolinas

Mocksville, North Carolina-based Bank of the Carolinas Corporation
was formed in 2006 to serve as a holding company for Bank of the
Carolinas.  The Bank's primary market area is in the Piedmont
region of North Carolina.

Bank of the Carolinas disclosed a net loss available to common
stockholders of $5.53 million in 2012, a net loss available to
common stockholders of $29.18 million in 2011 and a net loss
available to common stockholders of $3.56 million in 2010. The
Company's balance sheet at March 31, 2013, showed $432.18
million in total assets, $422.91 million in total liabilities and
$9.26 million in total stockholders' equity.

Turlington and Company, LLP, in Lexington, North Carolina, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered recurring credit
losses that have eroded certain regulatory capital ratios.  As of
Dec. 31, 2012, the Company is considered undercapitalized based on
their regulatory capital level.  This raises substantial doubt
about the Company's ability to continue as a going concern.


BASHAS' INC: Court Rejects Kubicek Bid to Reinstate Suit
--------------------------------------------------------
Senior District Judge Frederick J. Martone declined the motion for
reconsideration filed by Robert Kubicek Architects & Associates,
Inc., of the order dismissing the firm's lawsuit against Bashas'
Inc.  The dismissal order was reported in the May 14 edition of
the Troubled Company Reporter.  In that ruling, the Court held
that Kubicek had failed to state a claim against Bashas' for
either direct or contributory copyright infringement.

Kubicek has again complained that it was unable to plead with more
particularity because it had an inadequate opportunity to conduct
discovery.  It now asserts that it has obtained "newly discovered
evidence" in the trial against The Bosely Group, Kubicek v.
Bosely, CV-11-2112-PHX-DGC, putting it "in a position for the
first time to plead with substantial detail the particulars of
Bashas' infringing activities."

The Court notes this "newly discovered" evidence allegedly came to
light during the Bosely trial, almost a month before the ruling on
Bashas' motion to dismiss. Yet Kubicek never sought to amend its
response to the motion before the Court.  Second, this "new"
evidence still does not identify when the allegedly infringing
actions occurred -- an essential element in this case given that
Bashas' liability is limited to post-petition conduct.  Third, the
so-called new evidence was obtained from "knowledgeable former
employees of Bashas' and Mr. Bosley himself," but there is no
allegation that Kubicek was somehow prevented from timely
obtaining this information. Kubicek has been aggressively pursuing
these claims against Bashas' and Bosely for years. Evidence
sufficient to support its claims would have been discovered with
the exercise of reasonable diligence, the Court said.

The case is, Robert Kubicek Architects & Associates, Inc.
Plaintiff, v. Bashas' Inc., Defendant, Nos. CV 12-01497-PHX-FJM,
BK 09-16050-JMM, Adv. No. 12-AP-0226-JMM (D. Ariz.).  A copy of
the Court's June 17, 2013 Order is available at
http://is.gd/FGdmT4from Leagle.com.

Robert Kubicek Architects & Associates Incorporated is represented
by:

          Christopher Ryan Chicoine, Esq.
          Darrell Lamar Hawkins, Esq.
          Philip R. Rupprecht, Esq.
          AIKEN SCHENK HAWKINS & RICCIARDI PC
          2390 E. Camelback Rd., Suite 400
          Phoenix, AZ 85016
          Tel: 602-248-8203
          E-mail: dlh@ashrlaw.com
                  prr@ashrlaw.com

               - and -

          Richard K. Walker, Esq.
          Charles W. Jirauch, Esq.
          WALKER & PESKIND PLLC
          16100 N. 71st Street, Suite 140
          Scottsdale, AZ 85254

Bashas' Incorporated is represented by

           Andrew Abraham, Esq.
           Ralph D. Harris, Esq.
           BURCH & CRACCHIOLO PA
           E-mail: aabraham@bcattorneys.com
                   rharris@bcattorneys.com

                - and -

           Cassandra Blythe Meynard, Esq.
           Isaac Daniel Rothschild, Esq.
           Michael William McGrath, Esq.
           MESCH CLARK & ROTHSCHILD PC
           259 N. Meyer Ave.
           Tucson, AZ 85701-1090
           Tel: (520) 624-8886
           Fax: (520) 798-1037

                        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.


BELVEDERE LLC: Fray's Grant Project Placed in Bankruptcy
--------------------------------------------------------
Belvedere, LLC, in Charlottesville, Virginia, filed for Chapter 11
bankruptcy (Bankr. W.D. Va. Case No. 13-61207) on June 6, 2013,
estimating $1 million to $10 million in both assets and debts.
Douglas E. Little, Esq., in Charlottesville, serves as the
Debtor's counsel.

The petition was signed by Charles W. Hurt, manager.  A list of
the Company's largest unsecured creditors filed with the petition
is available at http://bankrupt.com/misc/vawb13-61207.pdf

Nate Delesline III, writing for The Daily Progress, reports that
Belvedere LLC sought bankruptcy protection for the Fray's Grant
development.  Mr. Hurt, Belvedere LLC's manager, is one of
Albemarle County's most prominent developers and landowners.

The report relates the bankruptcy filing postponed a foreclosure
auction of 21 lots in the Albemarle County subdivision. The
parcels slated for sale at auction included 13 estate sites of 20
to 45 acres, and smaller sites that range from 2 to 4 acres.

The report notes court documents show Sonabank and Hampton Roads
Bankshares hold secured claims in the project. Hampton Roads
Bankshares has a claim of about $4.33 million. Sonabank has a
claim of about $2.3 million. Four other local creditors hold
unsecured claims that range from about $500 to $3,800 for
landscaping work and legal fees.


BERNARD L MADOFF: Court Sets Up Hurdle for Asset-Freeze Hearings
----------------------------------------------------------------
Max Stendahl of BankruptcyLaw360 reported that the Second Circuit
ruled that criminal defendants must show they have insufficient
assets to hire counsel of choice before being awarded a pretrial
hearing to recover frozen assets for that purpose, denying a
Bernard Madoff associate's bid for such a hearing.

According to the report, a three-judge panel clarified the Second
Circuit's landmark 1991 decision in United States v. Monsanto.
That case held that a criminal defendant who wishes to use frozen
assets to hire counsel of choice is entitled to a pretrial
hearing, the report related.

                   About Bernard L. Madoff

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

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

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

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

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

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


BEST UNION: Court to Convene Confirmation Hearing on June 26
------------------------------------------------------------
An evidentiary hearing on the confirmation of Best Union LLC's
Plan of Reorganization will be held on June 26, 2013, at 9:30 a.m.
at courtroom 1468 in Los Angeles before the Hon. Peter Carroll.

Objections to Plan were to be filed so as to be received no later
than June 12, 2013.  The voting deadline on the Plan was also June
12.

The Court approved the Disclosure Statement as containing
"adequate information" on May 16, 2013.  The Debtor filed an
amended version of the Disclosure Statement before the Court
entered its ruling.  A full-text copy of the Amended Disclosure
Statement dated May 15, 2013, is available for free at:

       http://bankrupt.com/misc/BESTUNION_AmdDSMay15.pdf

As reported by The Troubled Company Reporter on May 2, 2013, the
Plan provides that the secured claims of Bank of China, SPCP Group
V, LLC, will be paid in full and the lenders will retain their
liens securing the debts until the debts are paid or the West
Covina Property is sold.  General unsecured claims will be paid
100%.

                      About The Best Union

West Covina, California-based, The Best Union LLC, owns properties
in West Covina and Fresno, California.  Bank of China and SPCP
Group V, LLC, have secured claims of $5.888 million and
$2.255 million, respectively.  The West Covina property generated
income of $752,000 last year.  The Fresno property generated
income of $251,000 in 2011.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-32503) on June 28, 2012.  Bankruptcy Judge Peter
Carroll presides over the case.  Mufthiha Sabaratnam, Esq., at
Sabaratnam and Associates represents the Debtor in its
restructuring effort.  The Debtor has scheduled assets of
$11,431,364, and scheduled liabilities of $9,195,179.  The
petition was signed by James Lee, manager.


BEST UNION: Court OKs Hiring of Robert Chang as Accountant
----------------------------------------------------------
The Best Union LLC obtained bankruptcy court permission to employ
Robert Chang of Robert Chang Accountancy Corporation as its
accountant.

As reported by The Troubled Company Reporter on May 6, 2013,
Robert Chang is expected to (1) prepare income tax returns,
quarterly payroll tax returns; (2) provide other book keeping
services as needed; and (3) pepare other accounting documents
necessary for the debtor-in-possession.

According to papers filed by the Debtor in court, the average
compensation listed every month is approximately $375 (the amounts
were taken from the Debtor's monthly operating reports).

                       About The Best Union

West Covina, California-based, The Best Union LLC, owns properties
in West Covina and Fresno, California.  Bank of China and SPCP
Group V, LLC, have secured claims of $5.888 million and
$2.255 million, respectively.  The West Covina property generated
income of $752,000 last year.  The Fresno property generated
income of $251,000 in 2011.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-32503) on June 28, 2012.  Bankruptcy Judge Peter
Carroll presides over the case.  Mufthiha Sabaratnam, Esq., at
Sabaratnam and Associates represents the Debtor in its
restructuring effort.  The Debtor has scheduled assets of
$11,431,364, and scheduled liabilities of $9,195,179.  The
petition was signed by James Lee, manager.


BIOSCRIP INC: Moody's Assigns B2 Rating to New $150MM Term Loan
---------------------------------------------------------------
Moody's Investors Service assigned a B2 (LGD 4, 52%) rating to
BioScrip, Inc.'s proposed $150 million senior secured delayed draw
term loan B. Moody's understands that proceeds from the offering,
in addition to existing cash on hand, will be used to finance the
acquisition of the home infusion business of CarePoint Partners
Holdings, LLC, for a total purchase consideration of $223 million,
including an upfront cash payment of $213 million and a delayed
$10 million liability to be paid after one year.

On a pro forma basis for the acquisition of CarePoint and related
synergies, Moody's estimates pro forma adjusted debt to EBITDA
will increase to approximately 5.8 times from approximately 5.2
times for the twelve months ended March 31, 2013. Moody's pro
forma calculation of adjusted leverage already includes
adjustments for the full year impact of the InfuScience and
HomeChoice acquisitions and related synergies, and an adjustment
for the estimated impact of Hurricane Sandy on fourth quarter
results.

Based in Cincinnati, Ohio, CarePoint, a provider of home and
alternate-site infusion therapy for patients with complex, acute
and chronic conditions. CarePoint is expected to generate
approximately $160 million in annual revenue, has 28 sites of
service across nine states within the East coast and Gulf coast
regions. Moody's expects the acquisition to further expand
BioScrip's infusion footprint and have a favorable impact on the
company's operating margins given CarePoint's mix of higher-margin
infusion therapy products. BioScrip also expects to realize the
value of a future tax benefit which the company estimates at $45
million as a result of the CarePoint acquisition, yielding a net
purchase price of $178 million.

Following is a summary of Moody's rating actions.

Ratings assigned:

BioScrip, Inc.:

  $150 million proposed senior secured delayed draw term loan B,
  B2 (LGD 4, 52%)

Ratings unchanged:

  Corporate Family Rating, B2

  Probability of Default Rating, B2-PD

  Speculative Grade Liquidity Rating, SGL-2

  $75 million proposed senior secured revolving credit facility
  due 2018, B2 (LGD 4, 52%)

  $250 million proposed senior secured term loan B due 2020, B2
  (LGD 4, 52%)

The rating outlook is stable.

The ratings are subject to review of final documentation.

Ratings Rationale:

BioScrip's B2 Corporate Family Rating reflects the company's
relatively high financial leverage, aggressive acquisition growth
strategy, and small absolute size based on revenue and earnings.
The ratings also reflect the portion of BioScrip's revenue derived
from Medicare, Medicaid and other government-sponsored healthcare
programs, representing roughly one-third of BioScrip's revenue
base. However, despite the company's small absolute size, the
ratings are supported by BioScrip's solid scale and market
position within the highly fragmented market for home infusion
services, as well as the potential for significantly improved
gross and operating margins over the near to intermediate-term.
However, while Moody's expects the company to realize additional
earnings from acquisitions and the opening of new infusion
pharmacies, the company's future acquisition strategy and
tolerance for additional financial leverage remains uncertain. The
rating reflects our expectation that the company will maintain a
disciplined growth strategy and financial policy, supported by the
company's public equity offering in April 2013.

The stable rating outlook incorporates Moody's expectation that
the company will maintain a disciplined growth strategy and
financial policy. The stable outlook also reflects Moody's
expectation that BioScrip will achieve margin expansion as a
result of savings from eliminating cost redundancies and focusing
on higher margin businesses.

The ratings could be downgraded if financial policies become more
aggressive or if liquidity deteriorates. From a financial metrics
perspective, the ratings could be downgraded if adjusted debt to
EBITDA approaches 6 times or if free cash flow turns negative on a
sustained basis. Failure to close the proposed refinancing would
likely result in a downgrade.

The ratings could be upgraded if the company achieves margin
expansion and EBITDA growth alongside a disciplined growth
strategy and financial policy. Given the company's small size,
business model focused primarily on the infusion and home health
businesses, and significant proportion of revenue derived directly
from Medicare, Medicaid and other government-sponsored programs,
Moody's would need to see financial leverage (debt to EBITDA)
below 4.0 times and free cash flow to debt above 8% for an upgrade
to be considered.

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

Headquartered in Elmsford, New York, BioScrip, Inc. is a national
provider of home infusion, home healthcare and pharmacy benefit
management ("PBM") services. The company's clinical management
programs and services provide access to prescription medications
and home health services for patients with chronic and acute
healthcare conditions, including gastrointestinal abnormalities,
infectious diseases, cancer, pain management, multiple sclerosis,
organ transplants, bleeding disorders, rheumatoid arthritis,
immune deficiencies and heart failure. As of May 9, 2013, BioScrip
had a total of 90 locations in 27 states, encompassing 32 home
nursing locations and 58 home infusion locations, including two
contract affiliated infusion pharmacies. For the twelve months
ended March 31, 2013, BioScrip generated total revenues of
approximately $706 million.


BIOSCRIP INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Rating Services said it affirmed its 'B'
corporate credit rating on BioScrip Inc.  The outlook is stable.
The affirmation reflects S&P's belief that CarePoint complements
BioScrip's existing base business and will contribute EBITDA to
offset some of the debt increase, keeping BioScrip's debt-to-
EBITDA ratio between 5x and 6x in 2014.

S&P also affirmed its 'B' issue-level rating on the company's
senior secured credit facilities.  The recovery rating of '3',
indicating expectations for meaningful (50% to 70%) recovery in
the event of a payment default, remains unchanged.

"The ratings on BioScrip Inc. continue to reflect its "highly
leveraged" financial risk profile and "weak" business risk profile
following the acquisition of CarePoint.  Our assessment of
BioScrip's financial risk reflects its acquisitive past and highly
leveraged capital structure, including a debt-to-EBITDA ratio that
we expect to remain above 5x," said credit analyst John Babcock.
"The key credit factors we considered in our business risk
assessment include the company's narrow business focus and limited
barriers to entry.  The company's improved scale and competitive
position from its recent acquisitions offset these factors."

S&P's stable rating outlook reflects its expectation that
BioScrip's debt-to-EBITDA ratio will remain above 5x for the next
two years.  Additionally, while S&P expects the company to
generate about $30 million in free cash flow in 2013, it do not
expect the cash to be used for debt reduction.  Instead S&P
believes the company will continue to invest in growth
initiatives.

S&P would consider an upgrade if the company achieves an improved
financial risk profile, including a debt-to-EBITDA ratio
maintained below 5x.  S&P estimates this could occur if it grows
revenues in the double digits and its EBITDA margin expands more
than 200 bps from its current projections.  However, S&P believes
this is more likely to occur if it allocates cash flow to pay down
debt rather than for acquisitions and other growth initiatives.

S&P believes a lowering of the company's speculative-grade rating
is unlikely in the year ahead, given BioScrip's plan to invest in
higher-margin businesses than those divested.  However, S&P would
consider a downgrade if it were to trigger its springing net
leverage covenant and its covenant cushion falls below 10%.  S&P
estimates this could occur if its EBITDA margin contracts more
than 200 bps from our projections.


BLUE COAT: S&P Lowers CCR to 'B' & Rates $40MM Facility 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Sunnyvale, Calif.-based Blue Coat Systems Inc. to 'B'
from 'B+'.  The outlook is stable.

In addition, S&P assigned a 'B+' issue rating and '2' recovery
rating to the company's $40 million senior secured revolving
credit facility (undrawn at closing) and $700 million first-lien
term loan.  The '2' recovery rating indicates S&P's expectation
for substantial (70% to 90%) recovery for lenders in the event of
payment default.

S&P also assigned a 'CCC+' issue rating with a recovery rating of
'6' to the company's $330 million second-lien term loan.  The '6'
recovery rating indicates S&P's expectation for negligible (0% to
10%) recovery for lenders in the event of payment default.

S&P expects the company to use the proceeds from the facilities to
refinance existing $700 million first-lien term loan, to pay
$322 million dividend to shareholders and to pay the transaction's
fees and expenses.

The transaction will result in an increase in pro forma leverage
to approximately 6.6x from 4.5x as of January 2013.

The downgrade is based on the increase in pro form leverage
following the transaction.

"The rating reflects Blue Coat's 'weak' business risk profile,
incorporating its relatively narrow product focus and competitive
industry, and what we view as a 'highly leveraged' financial risk
profile," said Standard & Poor's credit analyst Katarzyna Nolan.
Blue Coat's significant level of recurring revenue, growing
addressable markets, and stable cash flow generation partially
offset these factors.

The stable rating outlook on Blue Coat is based on Standard &
Poor's Ratings Services' expectation that the company will
maintain consistent profitability, supported by its diverse and
recurring revenue base.

S&P may lower the rating if leverage is sustained above the low-7x
area, as a result of acquisition integration challenges, increased
competition, or additional debt-financed dividends or
acquisitions.

An upgrade in the near term is unlikely, given the company's
highly leveraged financial profile and its ownership structure
that is likely to preclude sustained leverage reduction, as
indicated by the current transaction.


BOOMERANG SYSTEMS: Obtains $4.7 Million Funding Commitment
----------------------------------------------------------
Boomerang Systems, Inc., and its wholly-owned subsidiaries
Boomerang Sub, Inc., Boomerang USA Corp. and Boomerang MP Holdings
Inc., entered into a Loan and Security Agreement dated as of
June 6, 2013, with certain lenders.  Pursuant to the Loan
Agreement, the lenders committed to fund $4,750,000 principal
amount of loans to the Borrowers.  The Loan Agreement contemplates
that the aggregate principal amount of borrowings may be increased
to $10 million through commitments from additional lenders who
subsequently become a party to the Loan Agreement.

The Notes bear interest at the rate of 15 percent per annum,
payable upon maturity.  The maturity date of the Notes is May 31,
2016, subject to earlier prepayment upon acceleration of the
occurrence of an event of default; provided further that the
Company may prepay the Notes at any time without penalty.

Simultaneously with entering into the Loan Agreement, the Company
(i) amended the Automated Parking Design and Purchase Agreement
dated Oct. 19, 2012, by and between the Company and BrickellHouse
Holdings, LLC, pursuant to which the purchase price to BHH was
increased by approximately $2 million and (ii) the Company and BHH
entered into a marketing agreement pursuant to which the Company
agreed to pay BHH royalties based upon future sales of automated
parking solutions through the Company's Robotic Valet Systems, in
an aggregate amount up to $2 million.

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

                        http://is.gd/TqvLRr

                       About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

Boomerang incurred a net loss of $17.42 million for the fiscal
year ended Sept. 30, 2012, compared with a net loss of $19.10
million during the prior year.  The Company's balance sheet at
March 31, 2013, showed $4.46 million in total assets, $23.19
million in total liabilities and a $18.73 million total
stockholders' deficit.

                         Bankruptcy Warning

"Our operations may not generate sufficient cash to enable us to
service our debt.  If we were to fail to make any required payment
under the notes and agreements governing our indebtedness or fail
to comply with the covenants contained in the notes and
agreements, we would be in default.  Our debt holders would have
the ability to require that we immediately pay all outstanding
indebtedness.  If the debt holders were to require immediate
payment, we might not have sufficient assets to satisfy our
obligations under the notes or our other indebtedness.  In such
event, we could be forced to seek protection under bankruptcy
laws, which could have a material adverse effect on our existing
contracts and our ability to procure new contracts as well as our
ability to recruit and/or retain employees.  Accordingly, a
default could have a significant adverse effect on the market
value and marketability of our common stock," the Company said in
its annual report for the year ended Sept. 30, 2012.


BUILDERS GROUP: Proposes G.A. Carlo-Altieri as Counsel
------------------------------------------------------
Builders Group & Development Corp. asks the bankruptcy court to
for approval to employ G.A. Carlo-Altieri & Associates as counsel.

The Debtor says it is not sufficiently familiar with the law to be
able to plan and conduct the Chapter 11 proceedings without legal
counsel.

The Debtor has agreed to pay a $20,000 retainer.  The firm will
bill on the basis of $280 per hour, plus expenses, for work
performed by Gerardo A. Carlo, Esq.; $260 per hour, plus expenses,
for work performed by Kendra K. Loomis, Esq.; $200 per hour, plus
expenses for work performed by other associates; and $100 per hour
for paralegal time.

The Debtor believes that the firm is a disinterested person as
defined in 11 U.S.C. Sec. 101(14).

                       About Builders Group

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.


BVG AUTO: Case Summary & 13 Unsecured Creditors
-----------------------------------------------
Debtor: BVG Auto Center, Ltd.
        6040 E Main St, No 466
        Mesa, AZ 85205

Bankruptcy Case No.: 13-10401

Chapter 11 Petition Date: June 18, 2013

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Kelly G. Black, Esq.
                  KELLY G. BLACK, PLC
                  1152 E Greenway St, Ste 4
                  Mesa, AZ 85203-4360
                  Tel: (480) 639-6719
                  Fax: (480) 639-6819
                  E-mail: kgb@kellygblacklaw.com

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

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

A list of the Company?s 13 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/azb13-10401.pdf

The petition was signed by Milivoje Djordjevich, president.


BVC PARTNERS: Section 341(a) Meeting Set on July 15
---------------------------------------------------
A meeting of creditors in the bankruptcy case of BVC Partners I,
LLC, will be held on July 15, 2013, at 1:00 p.m. at Orlando, FL
(687) Suite 1203B, George C. Young Courthouse, 400 West Washington
Street.  Creditors have until Oct. 15, 2013, to submit their
proofs of claim.

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.

BVC Partners I, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 13-07396) on June 14, 2013.  Sham Maharaj signed the
petition as managing member.  The Debtor estimated assets and
debts of at least $10 million.  Jeffrey Ainsworth, Esq., at Law
Office of Robert B. Branson, P.A., serves as the Debtor's counsel.


CASH STORE: Amends Fiscal 2012 Annual Report
--------------------------------------------
The Cash Store Financial Services Inc.'s audited consolidated
financial statements for the year ended Sept. 30, 2012, have been
amended and restated to correct for an error resulting from the
misunderstanding of the settlement terms and conditions of the
March 5, 2004, British Columbia Class Action claim, which resulted
in the application of an accounting principle to measure and
record the liability as at Sept. 30, 2010, and subsequent
reporting periods, that was not appropriate in the circumstances.
In addition, the Company has made revisions to correct certain
minor typographical errors in various sections of the Annual
Report.

As restated, the Company reported a net loss and comprehensive
loss of $43.52 million on $187.41 million of revenue for the year
ended Sept. 30, 2012, as compared with a net loss of $43.08
million as originally reported.

The Company's restated balance sheet at Sept. 30, 2012, showed
$202.44 million in total assets, $168.92 million in total
liabilities and $33.51 million shareholders' equity.

A copy of the amended Form 20-F is available for free at:

                        http://is.gd/FGLW7v

                     About Cash Store Financial

Headquartered in Edmonton, Alberta, The Cash Store Financial is
the only lender and broker of short-term advances and provider of
other financial services in Canada that is listed on the Toronto
Stock Exchange (TSX: CSF).  Cash Store Financial also trades on
the New York Stock Exchange (NYSE: CSFS).  Cash Store Financial
operates 512 branches across Canada under the banners "Cash Store
Financial" and "Instaloans".  Cash Store Financial also operates
25 branches in the United Kingdom.

Cash Store Financial is a Canadian corporation that is not
affiliated with Cottonwood Financial Ltd. or the outlets
Cottonwood Financial Ltd. operates in the United States under the
name "Cash Store".  Cash Store Financial does not do business
under the name "Cash Store" in the United States and does not own
or provide any consumer lending services in the United States.

Cash Store Financial employs approximately 1,900 associates.

                          *     *     *

As reported in the Feb. 8, 2013 edition of the TCR, Standard &
Poor's Ratings Services lowered its issuer credit rating on Cash
Store Financial (CSF) to 'CCC+' from 'B-'.  The outlook is
negative.

"The downgrades follow a proposal by the payday loan registrar in
Ontario to revoke CSF's payday lending licenses and CSF's
announcement that it has discontinued its payday loan product in
the region," said Standard & Poor's credit analyst Igor Koyfman.
The company's businesses in Ontario, which account for
approximately one-third of its store count, will begin offering a
new line of credit product to its customers.  S&P believes this is
to offset the loss of its payday lending product; however, this is
a relatively new product, and S&P believes that it will be
challenging for the company to replace its lost earnings from the
payday loan product.  S&P also believes that the registrar's
proposal could lead to similar actions in other territories.

As reported by the TCR on May 22, 2013, Moody's Investors Service
downgraded the Corporate Family Rating and senior unsecured debt
rating of Cash Store Financial Services to Caa1 from B3 and
assigned a negative outlook.  According to Moody's, CSFS remains
unprofitable on both the pretax and net income lines and prospects
for return to profitability are unclear.


CELOTEX CORP: No Asbestos Indemnification for Company
-----------------------------------------------------
Joshua Alston of BankruptcyLaw360 reported that the New Jersey
Supreme Court ruled that a defunct insurance company could not be
held responsible for a $5 million policy it had issued to a
manufacturer of building products containing asbestos, saying the
matter had already been decided in other venues.

According to the report, New Jersey's high court ruled in favor of
the now-bankrupt Integrity Insurance Co., which issued a $5
million excess insurance policy to the also-bankrupt Celotex
Corp., which once manufactured building and roofing materials
containing asbestos.  Celotex's product spawned thousands of
product liability claims, the report said.

                        About Celotex Corp.

The Celotex Corporation manufactured, marketed, and distributed
building products.  Carey Canada Inc. mined asbestos until it
ceased operations in 1986.  Celotex and Carey Canada sought
chapter 11 protection (Bankr. M.D. Fla. Case No. 90-10016) on
Oct. 12, 1990.  At the time of the filing, Celotex and Carey
Canada had been named as defendants in thousands of lawsuits filed
by Asbestos Personal Injury Claimants, and in hundreds of lawsuits
filed by Asbestos Property Damage Claimants.  On Dec. 6, 1996, the
Bankruptcy Court entered an Order Confirming the Modified Joint
Plan of Reorganization for Celotex and Carey Canada.  A principal
feature of the confirmed Plan was the creation of the Asbestos
Settlement Trust under 11 U.S.C. Sec. 524(g) "to address,
liquidate, resolve, and disallow or allow and pay Asbestos Claims,
which will operate in accordance with the Asbestos Claims
Resolution Procedures."


CHINA PRECISION: Receives Non-Compliance Notice From NASDAQ
-----------------------------------------------------------
China Precision Steel, Inc., on June 11, 2013, received a
deficiency letter from Listing Qualifications Staff at NASDAQ
indicating that the Company no longer complies with the
independent director and audit committee composition requirements
set forth in the NASDAQ's Listing Rule 5605.  Specifically, NASDAQ
Listing Rule 5605(b)(1) requires that a majority of the Company's
Board be comprised of independent members and NASDAQ Listing Rule
5605(c)(2) requires that the Company's Audit Committee be
comprised of at least three independent members.

The Company received a deficiency letter from Listing
Qualifications Staff at The NASDAQ Stock Market due to the
resignations of Che Kin Lui and Daniel Carlson as members of the
board of directors of the Company, effective Aug. 8, 2012, and
Oct. 9, 2012, respectively.

Further, David P. Wong resigned as a member of the Board and as
Chairman of the Audit Committee, effective May 9, 2013, and on
May 9, 2013, the Board approved by unanimous written consent the
appointment of Li Jian Lin as a member of the Board and as
Chairman of the Audit Committee of the Company, effective July 1,
2013.  As a result, and notwithstanding Mr. Li's pending
appointment, the Board currently consists of one independent
member of the Board and Audit Committee.

The letter sets forth that NASDAQ, pursuant to its discretionary
authority set forth in Listing Rule 5101, has shortened the period
for the Company to submit the Company's plan to regain compliance
to June 18, 2013.  If the plan is accepted, NASDAQ will grant an
extension up to 180 days from the date of the letter to evidence
compliance.  The Company is in the process of preparing that plan,
for submission to NASDAQ prior to the extended deadline of
June 25, 2013, in order to regain compliance with the NASDAQ
independence requirements.

                       About China Precision

China Precision Steel Inc. is a niche precision steel processing
company principally engaged in the production and sale of high
precision cold-rolled steel products and provides value added
services such as heat treatment and cutting medium and high
carbon hot-rolled steel strips.  China Precision Steel's high
precision, ultra-thin, high strength (7.5 mm to 0.05 mm) cold-
rolled steel products are mainly used in the production of
automotive components, food packaging materials, saw blades and
textile needles.  The Company primarily sells to manufacturers in
the People's Republic of China as well as overseas markets such
as Nigeria, Thailand, Indonesia and the Philippines. China
Precision Steel was incorporated in 2002 and is headquartered in
Sheung Wan, Hong Kong.

China Precision reported a net loss of $16.94 million for the
year ended June 30, 2012, compared with net income of $256,950
during the prior fiscal year.

Moore Stephens, in Hong Kong, issued a "going concern"
qualification on the consolidated financial statement for the
year ended June 30, 2012.  The independent auditors noted that
the Company has suffered a very significant loss in the year
ended June 30, 2012, and defaulted on interest and principal
repayments of bank borrowings that raise substantial doubt about
its ability to continue as a going concern.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $28.59 million on $22.68 million of sales revenues, as
compared with a net loss of $7.93 million on $105.32 million of
sales revenues for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $163.25
million in total assets, $70.61 million in total liabilities, all
current, and $92.63 million in total stockholders' equity.


COLLINS AND WALTON: Officer Facing Pension Fund Suit
----------------------------------------------------
Sheet Metal Workers' National Pension Fund, Sheet Metal
Occupational Health Institute Trust, International Training
Institute for the Sheet Metal and Air Conditioning Industry, and
National Energy Management Institute Committee for the Sheet Metal
and Air Conditioning Industry filed a lawsuit pursuant to the
Employee Retirement Income Security Act of 1974, 29 U.S.C. Sec.
1132, seeking an accounting and restitution from Collins and
Walton Plumbing and Heating Contractors, Inc., and Jason C. Crane,
president of Collins and Walton. Prior to the filing of the
lawsuit, Collins and Walton sought Chapter 11 bankruptcy
protection.  Accordingly, the lawsuit, and all other judicial
proceedings are stayed pending the resolution of the bankruptcy
petition.

In a June 17 Decision and Order available at http://is.gd/U4CImS
from Leagle.com, District Judge Michael A. Telesca granted the
Plaintiffs' request to sever the claims against the bankrupt
corporation, Collins and Walton, from the action, pursuant to Rule
21 of the Federal Rules of Civil Procedure, so they may proceed
with their claims against Mr. Crane, as he is not a party to the
bankruptcy petition, and therefore, he is not entitled to the
protection provided by the automatic stay.

The Plaintiffs contend that the claims against Mr. Crane as an
individual are distinct from those against Collins and Walton and
that severing Collins and Walton would facilitate the prompt
resolution of the separate claims against Mr. Crane.

The case is SHEET METAL WORKERS' NATIONAL PENSION FUND, ET AL.,
Plaintiffs, v. COLLINS AND WALTON PLUMBING AND HEATING
CONTRACTORS, INC., AND JASON C. CRANE Defendant, No. 12-CV-6611
(W.D. N.Y.).

The Plaintiffs are represented by Jeffrey S. Dubin, Esq.

Collins and Walton Plumbing and Heating Contractors, Inc., in
Elmira, New York, filed for Chapter 11 bankruptcy (Bankr. W.D.
N.Y. Case No. 12-21501) on Sept. 17, 2012, listing under
$10 million in assets and debts.  Judge Paul R. Warren oversees
the case.  C. Bruce Lawrence, Esq., at Boylan, Code LLP
-- cblawrence@boylancode.com -- serves as the Debtor's counsel.  A
list of the Company's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nywb12-21501.pdf The
petition was signed by Jason C. Crane, president.


COMARCO INC: Annual Shareholders' Meeting Set on Aug. 22
--------------------------------------------------------
The board of directors of Comarco, Inc., set Aug. 22, 2013, as the
date of its annual meeting of shareholders and the close of
business on July 2, 2013, as the record date for determining the
shareholders entitled to receive notice of and entitled to vote at
the 2013 annual meeting of shareholders.  The Company will
separately send notice and proxy materials to shareholders of
record.

Because the date of the Company's 2013 annual meeting is more than
30 days before the one-year anniversary of the Company's 2012
annual meeting, the Company informed its shareholders of the
revised deadlines for the submission of shareholder proposals and
director nominees for consideration at our 2013 annual meeting.

Proposals by shareholders and submissions by shareholders of
director nominees for consideration at the 2013 annual meeting
should be submitted in writing to the Company's Corporate
Secretary at:

         Comarco, Inc.
         Attn: Corporate Secretary
         25541 Commercentre Drive, Suite 250
         Lake Forest, CA 92630.

For all proposals and nominations by shareholders to be timely,
regardless of whether the proposals or nominations are intended
for inclusion in the proxy statement for the 2013 annual meeting,
a shareholder's notice must be delivered to, or mailed and
received by, the Company's Corporate Secretary on or before the
Company's close of business on June 28, 2013.  Any shareholder
proposal or nomination delivered or received after the close of
business on June 28, 2013, will be untimely and will not be
properly brought before the 2013 annual meeting.

Proposals by shareholders and submissions by shareholders of
director nominees must also comply with the procedures set forth
in the Company's Bylaws and, if intended for inclusion in the
proxy statement, Rule 14a-8 under the Securities Exchange Act of
1934, as amended.

                         About Comarco Inc.

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

Comarco disclosed a net loss of $5.59 million on $6.33 million of
revenue for the year ended Jan. 31, 2013, as compared with a net
loss of $5.31 million on $8.06 million of revenue for the year
ended Jan. 31, 2012.  As of April 30, 2013, the Company had $3.86
million in total assets, $11.05 million in total liabilities and a
$7.19 million total shareholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, LLP, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered recurring losses and
negative cashflow from operations, has negative working capital
and uncertainties surrounding the Company's ability to raise
additional funds.  These factors, among others, raise substantial
doubt about its ability to continue as a going concern.


COMMERCIAL CAPITAL: U.S. Trustee Objects to Disclosure Statement
----------------------------------------------------------------
The U.S. Trustee objects to the disclosure statement explaining
Commercial Capital, Inc.'s Plan of Liquidation, complaining that
the disclosures do not provide adequate information of a kind, and
in sufficient detail, to enable a reasonable investor to make an
informed decision about the Plan as required by Section 1125 of
the Bankruptcy Code.

Specifically, the U.S. Trustee notes that the Plan and Disclosure
Statement contemplate that James T. Markus, Esq., will continue to
manage the reorganized debtor and implement the terms of the Plan
following confirmation but complains that the Plan and Disclosure
Statement did not make it clear that, following confirmation,
Mr. Markus will no longing be serving as the Chapter 11 Trustee,
but instead will be serving as a plan trustee under the terms of
the Plan.  Moreover, the U.S. Trustee suggests that the Plan and
Disclosure Statement should contain a mechanism for plan trustee
succession in the event Mr. Markus resigns, dies, or is otherwise
unable to fulfill his duties under the Plan.

The U.S. Trustee further suggests that the Disclosure Statement
and Plan should describe the extent to which the plan trustee will
maintain a bond post-confirmation.  If bonding continues, the new
bond should be in favor of the beneficiaries under the Plan,
conditioned on the plan trustee's faithful performance of duties
imposed under the Plan, the U.S. Trustee asserts.

Alan K. Motes, Esq. -- Alan.Motes@usdoj.gov -- is trial attorney
for the U.S. Trustee.

                     About Commercial Capital

Greenwood Village, Colorado-based Commercial Capital, Inc. --
http://www.commercialcapitalinc.com/-- and its affiliate, CCI
Funding I, LLC, are commercial real estate lenders and investment
partners engaging in short-term commercial mortgage.

Commercial Capital and CCI Funding filed separate petitions for
Chapter 11 protection on April 22, 2009, and April 24, 2009,
respectively (Bankr. D. Colo. Lead Case No. 09-17238).  Robert
Padjen, Esq., at Laufer and Padjen LLC, assisted Commercial
Capital in its restructuring efforts.  In its bankruptcy petition,
Commercial Capital estimated between $100 million and $500 million
in assets, and between $50 million and $100 million in debts.  CCI
Funding estimated between $100 million and $500 million each in
assets and debts.

In June 2009, an official committee of unsecured creditors was
appointed in the CCI case.

James T. Markus is the duly appointed Chapter 11 trustee for CCI.
He is represented by:

          MARKUS WILLIAMS YOUNG & ZIMMERMANN LLC
          1700 Lincoln Street, Suite 4000
          Denver, CO 80203
          Telephone: (303) 830-0800
          Facsimile: (303) 830-0809


CONCORD CAMERA: Board OKs $0.07 Apiece Liquidating Distribution
---------------------------------------------------------------
Concord Camera Corp's board of directors approved a liquidating
distribution of $0.07 per share to the shareholders of record at
the close of business on May 11, 2009, in accordance with the
company's Plan of Dissolution and Liquidation.

In accordance with the Plan of Liquidation, the Company's stock
transfer books were closed at the close of business on May 11,
2009, and no transfers of its common stock were recorded after
that time.  The Company currently anticipates that payment of the
liquidating distribution will be made in June 2013 and
shareholders of record on the Record Date will receive a
communication from the Company's stock transfer agent in June
regarding the distribution.  The timing and amounts of any future
distributions, if any, will be determined by the Company's Board
of Directors in accordance with the Plan of Liquidation.  There
can be no assurance that there will be any future distributions.

                       About Concord Camera

Headquartered in Hollywood, Florida, Concord Camera Corp.
(NASDAQ:LENS) -- http://www.concord-camera.com/-- through its
subsidiaries, provides easy-to-use 35mm single-use and traditional
film cameras.  Concord markets and sells its cameras on a private-
label basis and under the POLAROID and POLAROID FUNSHOOTER brands
through in-house sales and marketing personnel and independent
sales representatives.  The POLAROID trademark is owned by
Polaroid Corporation and is used by Concord under license from
Polaroid.


CONGOLEUM CORP: Integrity Not Required to Pay Claims
----------------------------------------------------
Integrity Insurance Company issued policies to Congoleum
Corporation.  Congoleum submitted timely proofs of claim for which
it sought coverage under the policies.  The liquidator of
Integrity Insurance, relying on In the Matter of the Liquidation
of Integrity Insurance Co., 193 N.J. 86 (2007), issued seven
notices of determination (NODs) disallowing the incurred but not
reported claims for insufficient supporting documentation, failure
to document the exhaustion of limits of coverage of the underlying
policy to the Integrity policy, and allowance of contingent claims
is prohibited by New Jersey statute.

As a result of the approval of Congoleum's bankruptcy plan of
reorganization, effective July 1, 2010, The Congoleum Plan Trust,
is the successor-in-interest to the policies Integrity issued to
Congoleum.  The Trust timely filed an objection to the NODs.  The
liquidator declined to amend his decision and submitted the
Trust's objection to the special master for consideration.  In a
February 25, 2011 written determination, the special master upheld
the liquidator's decision.  The special master determined that
Congoleum's claims could not be allowed because they were not
"absolute claims" as defined by Integrity Insurance's Amended
Liquidation Closing Plan.

The special master rejected Congoleum's contention that its claims
were third-party claims allowable under N.J.S.A. 17:30C-28(b),
stating that the statute is inapplicable to the case at hand.

The Trust appealed to the liquidation court.  In an April 29, 2011
order and written opinion, the court confirmed the special
master's determination.  The court noted that pursuant to the
Amended LCP, a claim would only be considered if it became
absolute on or before June 30, 2009.  The court found that the
special master had properly determined that Congoleum did not
submit absolute claims as defined in the Amended LCP and
determined in In the Matter of the Liquidation of Integrity
Insurance Co.  The court held: "Congoleum Corporation's claims
still do not have fixed liability and have not been settled or
adjudicated."  The court rejected Congoleum's argument that its
bankruptcy should be considered in evaluating the claims.  The
court also agreed that N.J.S.A. 17:30C-28(b) did not apply because
Congoleum's claims were not third-party claims.

On appeal, Congoleum raises the same arguments as those raised and
decided in Commissioner of Insurance of the State of New Jersey v.
Integrity Insurance Co./W.R. Grace & Co., (W.R. Grace), No. A-
2505-10 (App. Div. Jan. 11, 2012) (slip op. 16 to 25), certif.
denied, 211 N.J. 607 (2012).

For reasons expressed in W.R. Grace, the Superior Court of New
Jersey, Appellate Division, in a June 17, 2013 decision, denied
the appeal raised by the Appellant and held that:

"We reject the Trust's argument that this case differs from W.R.
Grace because here, the Trust is only seeking approval for claims
that were identified, processed and settled prior to the bar date.
A claim is not an 'absolute claim' unless 'liability and value has
been fixed by actual payment by the Claimant or by judgment of a
court of law' before the June 30, 2009 bar date.  Although some
claims may have been identified and processed before the bar date,
liability and value were not fixed by actual payment before that
date because Congoleum was in bankruptcy and the bankruptcy court
did not approve Congoleum's reorganization plan, which included
the settlements, until July 1, 2010."

The case is IN THE MATTER OF THE LIQUIDATION OF INTEGRITY
INSURANCE COMPANY, NO. A-5273-10T1 (N.J. Super. App. Div.).  A
full-text copy of the Decision is available at http://is.gd/fiIMth
from Leagle.com.

Robert M. Horkovich, Esq. -- rhorkovich@andersonkill.com -- and
Robert Y. Chung, Esq. -- rchung@andersonkill.com -- at Anderson
Kill & Olick, P.C., argued the cause for appellant The Congoleum
Plan Trust.

David M. Freeman, Esq., and John D. Gagnon, Esq., at Mazie Slater
Katz & Freeman, LLC, argued the cause for respondent Thomas B.
Considine, Commissioner of Banking and Insurance of the State of
New Jersey in his capacity as Liquidator of Integrity Insurance
Company.


D & L ENERGY: Pushes for Sale of Wells, Drilling Rights
-------------------------------------------------------
Katy Stech writing for Dow Jones' DBR Small Cap reports that the
wife of D&L Energy Inc. former principal Ben Lupo, who put her in
control of the natural-gas drilling company earlier this year in
the middle of a pollution scandal, is pushing the company's new
leaders to quickly sell its 580 oil and gas wells to pay off the
Ohio business's debts.

                          About D&L Energy

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

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

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

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


DIGERATI TECHNOLOGIES: Sec. 341 Creditors' Meeting Set for July 18
------------------------------------------------------------------
The U.S. Trustee for Region will convene a meeting of creditors
pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of Digerati
Technologies, Inc. on July 18, 2013, at 1:30 p.m. at Houston, 515
Rusk Suite 3401.  Proofs of Claim are due by Oct. 16, 2013.

                 About Digerati Technologies

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

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

Bankruptcy Judge Jeff Bohm oversees the case.  Digerati is
represented by Edward L. Rothberg, Esq., at Hoover Slovacek, LLP,
in Houston.


DIGERATI TECHNOLOGIES: Submits List of Top Unsecured Creditors
--------------------------------------------------------------
Digerati Technologies, Inc. submitted a list identifying its top
20 unsecured creditors.

Creditors with the three largest claims are:

  Entity                 Nature of Claim        Claim Amount
  ------                 ---------------        ------------
ATV Texas Ventures II, LLC                         $476,736
5050 Richardson Ave
Suite 319
Houston, Texas

Dr. Alfonso Torres Roqueni                         $407,658
Blvd. Miguel Avilla Camacho
No. 184 Piso
Colonia Lomas de San Isidro
Mexico City, Mexico

Thermo Credit, LLC                                 $255,450
639 Layola Avenue
Suite 2555
New Orleans, LA 70113

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

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

                 About Digerati Technologies

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

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

Bankruptcy Judge Jeff Bohm oversees the case.  Digerati is
represented by Edward L. Rothberg, Esq., at Hoover Slovacek, LLP,
in Houston.


DISH NETWORK: Moody's Ratings Still on Review Despite Sprint Deal
-----------------------------------------------------------------
Moody's Investors Service said that DISH Network Corporation's
wholly owned subsidiary, DISH DBS Corporation's ("DISH DBS") Ba3
Corporate Family Rating (CFR) and related debt instrument ratings
remain on review for possible downgrade, following the company's
announced update on its proposal to merge with Sprint Nextel
Corporation ("Sprint"; B1 CFR, under review).

As DISH management has stated in a filing that "Sprint prematurely
terminated our due diligence process and accepted extreme deal
protections", and such revisions "made it impracticable for DISH
to submit a revised offer by the June 18th deadline imposed by
Sprint", Moody's believes that while DISH could still play the
spoiler and resurface with another bid, at this juncture, DISH
appears to have pulled back from pursuing a merger with Sprint.

As the likelihood of such a transaction diminishes from when
Moody's first put the company on review for downgrade in April
2013, this could lessen the severity of downward rating pressure
on the company. However, the review will consider what other
strategies DISH may pursue to develop a wireless broadband
product, such as making a bid for another wireless company. It
will also consider how successful DISH will be in its continued
pursuit of a material stake in and a wireless partnership with
Clearwire Communications LLC ("Clearwire"; Caa2 CFR on review for
possible upgrade), and if successful, what the company may need to
contribute to a potential joint venture in terms of additional
spectrum or capital.

In its most recent bid to Clearwire made on May 29, 2013, DISH
committed up to $800 million in funding to support the build out
of Clearwire's wireless network, and will pay $4.40 per share for
Clearwire's outstanding common stock which would amount to over
$1.6 billion for the minimum 25% stake required, and more if it is
able to acquire a greater stake. Moody's also anticipates that the
company will redeem the $2.5 billion in senior unsecured notes
raised in May 2013 using cash from the established escrow account,
in the event the Sprint merger does not occur by the escrow end
date. Moody's would need to understand the magnitude as well as
planned use of DISH's residual cash after these transactions,
before concluding the review for downgrade on DISH's ratings.

DISH is the third largest pay television provider in the United
States, operating satellite services with approximately 14.1
million subscribers as of 3/31/2013.


DISH NETWORK: S&P Affirms 'BB-' CCR & Removes From CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Englewood, Co.-based satellite TV provider DISH Network Corp.,
including its 'BB-' corporate credit rating.  S&P removed the
ratings from CreditWatch, where it placed them with negative
implications on April 13, 2013.  The rating outlook is negative.

"The CreditWatch removal reflects less likelihood of a near-term
downgrade, although ratings could still be pressured based on
potential future investments or acquisitions related to DISH's
wireless strategy," said Standard & Poor's credit analyst Michael
Altberg.

The rating affirmation follow DISH's announcement that it will not
submit a revised bid for Sprint, and will instead concentrate on
its $4.40 per share tender offer for Clearwire Corp.  Assuming the
company redeems its recent issuance of $2.6 billion of senior
notes that were contingent on the Sprint acquisition, pro forma
fully adjusted debt to EBITDA could decline to the mid-to-high 4x
area under our base-case forecast for 2013, from approximately
6.1x as of March 31, 2013.  Cash balances would still be over
$9 billion, providing flexibility to pursue a 25% or greater stake
in Clearwire without raising further capital.  Still, S&P believes
that leverage will remain high for the rating over the
intermediate term, and could spike well over 5x due to additional
network investments or potential acquisitions related to DISH's
wireless initiatives.  In S&P's opinion, while a minority stake in
Clearwire could enable DISH to negotiate a spectrum sharing
agreement, further network investments in Clearwire, as well as
its own network build-out, would be likely.  Alternative scenarios
could include potential acquisitions of or partnerships with other
wireless providers, all of which carry uncertainty regarding
funding needs.

The negative rating outlook reflects the potential for a downgrade
if future wireless-related investments or acquisitions cause
leverage to increase to above 5x for a sustained period.  The 5x
leverage threshold reflects S&P's current view of the company's
fair business risk profile, which could change longer term
depending on the prospects of its wireless strategy.  Over the
near term, however, S&P would not expect a positive revision in
the company's business risk profile given its mature core video
business, as well as its view that any future wireless product
offering would require meaningful additional investments, and be
subject to significant execution risk.

An outlook revision to stable, which S&P believes is unlikely over
the near term regardless of the outcome on Clearwire, would
require greater confidence that the company could pursue a
wireless strategy while maintaining adequate liquidity and
leverage below 5x.  Additionally, such a scenario would
incorporate relatively stable performance in its pay-TV business.


DOGWOOD PROPERTIES: Disclosure Statement Hearing Set for July 17
----------------------------------------------------------------
Judge Jennie D. Latta of the U.S. Bankruptcy Court for the Western
District of Tennessee will convene a hearing to consider the
adequacy of the disclosure statement explaining Dogwood
Properties, G.P.'s Chapter 11 Plan on July 17, 2013, at 10:00 a.m.
Objections to the disclosure statement are due July 10.

The Plan provides that the Debtor continue operating under
existing management.  Brad Rainey, individually, will remain the
president of the Debtor.  The Debtor's property will be managed by
Reed & Associates and members of the Debtor's staff.  The Plan
provides that claims will be paid from future operations and the
collection of rents.  A full-text copy of the Disclosure
Statement, dated June 10, 2013, is available for free at:

          http://bankrupt.com/misc/DOGWOODds0610.pdf

Sycamore Bank, a secured creditor, objects to the Disclosure
Statement, complaining that it does not adequately address the
repayment of the Sycamore debt and the financial protection used
in the Plan is not properly reflected to show a reasonable
confirmation of a feasible Chapter 11 Plan.

Russell W. Savory, Esq., at Gotten, Wilson, Savory & Beard, PLLC,
in Memphis, Tennessee, represents the Debtor.  Eric L.
Sappenfield, Esq., in Southaven, Mississippi, represents Sycamore
Bank.

                           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.


EASTMAN KODAK: Enters Into Exit Financing Package Agreement
-----------------------------------------------------------
Eastman Kodak Company on June 20 disclosed that it has reached
agreements with leading financial institutions J.P. Morgan, Bank
of America Merrill Lynch, and Barclays to arrange new post-
emergence credit facilities of up to $895 million.

Affiliates of J.P. Morgan, Barclays and Bank of America Merrill
Lynch will serve as Joint Lead Arrangers for senior secured term
loans of up to $695 million.  In addition to this term financing,
affiliates of Bank of America Merrill Lynch, Barclays and J.P.
Morgan will act as Joint Lead Arrangers for a new senior secured
asset-based revolving credit facility of up to $200 million, and
have committed to provide $130 million of this facility, subject
to the satisfaction of certain conditions.

This comprehensive financing package will enable Kodak, at
emergence, to repay its secured creditors under the current senior
and junior Debtor-in-Possession loan facilities, finance its exit
from Chapter 11, and meet the company's post-emergence working
capital and liquidity needs.  The proposed term loan financing is
expected to provide the company with more favorable terms compared
to the existing rollover exit financing commitment.

"The new financing, combined with other recent significant
milestones in our restructuring -- including the rights offering,
Amended Plan of Reorganization, and Eastman Business Park
settlement -- will position Kodak for a bright long-term future,"
said Antonio M. Perez, Kodak's Chairman and Chief Executive
Officer.

The financing agreements are subject to conditions, including,
among others, approval by the Bankruptcy Court, completion of
definitive financing documentation, and a successful syndication
in the loan markets.

Kodak also will file an Amended Disclosure Statement with the
Bankruptcy Court in the coming days, which will include, among
other things, provisions pertaining to the previously announced
Rights Offering Agreement and financing agreements.  The
Disclosure Statement is subject to approval by the Court.

                       About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Amends Plan to Pay Second-Lien Notes in Full
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co. changed course by filing a revised
Chapter 11 reorganization plan on June 18 where holders of the
remaining $375 million in second-lien notes will no longer be
given 85 percent of the new stock, for projected full payment.

According to the report, instead, noteholders will be paid off in
cash, with funds provided by a backstopped $406 million equity-
rights offering for 85 percent of equity in the reorganized
business.  In return for a 5 percent commitment fee, GSO Capital
Partners LP, BlueMountain Capital Inc., George Karfunkel, United
Equities Group and Contrarian Capital agree to purchase any of the
stock not taken by creditors.

In a statement June 18 and companion filings in the U.S.
Bankruptcy Court in New York, Kodak said the rights offering will
be made available to "general unsecured creditors."

The report notes that Kodak said it will file a revised disclosure
statement "as soon as practicable" in advance of the June 25
approval hearing.  At the same hearing, Kodak will be asking the
court to approve a commitment agreement for the rights offering.

According to the report, the revised plan allows second-lien
noteholders to vote on the offer for payment of principal and
interest in cash, at the non-default rate.  If noteholders accept,
they will receive $20 million in lieu of their claims for a make-
whole premium, or additional payment in return for early repayment
of the debt.  If noteholders reject, the validity of their claims
will be determined by the court.

The report relates that the purchase price for the stock under the
offering is $11.94 for each of 34 million shares.  The official
creditors' committee supports the offering, according to Kodak.
The company expects to emerge from bankruptcy within 90 days.  The
agreement contains a so-called no-shop clause where Kodak can't
look for a better offer although the company can accept an
unsolicited proposal.

The report says that in the revised plan, 6 million shares, or 15
percent of the new stock, is for unsecured creditors with $2.7
billion in claims and retirees who have a $635 million claim from
the loss of retirement benefits.

                      About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Court Approves Settlement with U.K. Pension Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York on
June 20 approved Kodak's previously announced comprehensive
settlement agreement with the U.K. Kodak Pension Plan (KPP), the
company's largest single creditor with respect to its Chapter 11
Plan of Reorganization.  In approving the agreement, the Court
described it as "a critical step forward in Kodak's effort to
consummate its Plan of Reorganization."  With the agreement,
announced on April 29, Kodak's Personalized Imaging (PI) and
Document Imaging (DI) businesses will be spun off under the
ownership of KPP.

"We have been working in close cooperation with KPP to achieve a
smooth transition for our PI and DI employees and customers to a
new owner -- one who clearly recognizes the value of these
businesses and intends to help them grow and succeed," said
Antonio M. Perez, Kodak Chairman and Chief Executive Officer.  "We
look forward now to completing our reorganization and emerging as
a company focused on Commercial Imaging."

Steven Ross, Independent Chairman of the Kodak Pension Plan, said,
"I am delighted that the court has approved the settlement
involving the transfer of the PI and DI businesses to KPP.  This
is by far the best option available for KPP, which is acquiring
two profitable businesses that will provide substantial ongoing
income to the fund.  The income that these two businesses generate
will enable KPP to remain outside of the Pension Protection Fund
(PPF) and to offer our members a new pension plan that will
provide all of them with better benefits than they would have
received in the PPF.  I am pleased to say that the feedback the
Trustees are receiving from members at presentations currently
being held around the UK is highly encouraging.  I look forward to
working alongside the management and staff of the PI and DI
businesses - who have remained loyal and focused during this
process -- as we build a firm future for them and for our
members."

The consummation of the KPP settlement is expected to occur after
confirmation of the company's Plan of Reorganization.  Earlier
this week, Kodak proposed rights offerings, an agreement with New
York State on Eastman Business Park, and the engagement of
arrangers for new financing, all key steps toward the confirmation
of the company's Plan of Reorganization and emergence.

                      Not a Sub Rosa Plan

Eastman Kodak Co. on Wednesday defended its proposed deal with its
U.K. pension fund to settle the biggest unsecured claim in the
company's bankruptcy case.

In a June 19 filing, Kodak lashed back at STWB Inc. and 14 other
companies whose objections have not been resolved by the revisions
made earlier by Kodak to the proposed order approving the
settlement.

Kodak denied STWB's claim that the settlement is a sub rosa plan
that would deprive creditors of a "meaningful" vote on the
company's Chapter 11 reorganization plan.

According to Kodak, the proposed deal would resolve a major hurdle
to the company's emergence from bankruptcy but it doesn't dictate
the terms of the plan.  The company also said the terms of
recoveries by other stakeholders are set forth in the plan, which
needs approval by those stakeholders.

"The KPP global settlement in no way short circuits the
requirements of Chapter 11 for confirmation of a reorganization
plan," Kodak said.  It asked U.S. Bankruptcy Judge Allan Gropper
to overrule the objection by STWB, which asserts a $250 million
claim against the company.

Kodak also asked to overrule the objections of tech firms and
other companies, which are not yet satisfied with the additional
language inserted in the company's proposed order protecting their
rights under their license agreements.

The company said each licensee is already "adequately protected"
by the preservation of its interests under the proposed order, and
that the proposed form of order previously filed by Nikon Corp. is
no longer necessary.

Kodak's official committee of unsecured creditors expressed
support for court approval of the settlement.

"Absent the KPP global settlement, the pension plan may seek to
enforce its primary claim against the sponsor of the pension plan,
Kodak Limited, which is the debtors' primary UK subsidiary and is
of critical value to Kodak's global operations," the committee
said.

Meanwhile, the proposed settlement drew flak from D.L. Peterson
Trust and PHH Vehicle Management Services, LLC.  Both said they
oppose any proposed assumption or rejection of their lease
agreement with Kodak.

In 2008, Kodak signed an agreement which let the company lease
vehicles from D.L. Peterson and PHH Vehicle for its business
operations.

                       About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Partners with NY on Eastman Business Park
--------------------------------------------------------
Eastman Kodak Company and the State of New York have agreed on a
partnership, subject to Bankruptcy Court approval, to drive
several key initiatives at Eastman Business Park (EBP) in an
effort to enhance regional economic development opportunities at
the site, considered by Governor Andrew M. Cuomo's Finger Lakes
Regional Economic Development Council to be the area's number one
development priority.

As one major component, the State and Kodak have reached an
agreement to establish a $49 million environmental trust for EBP,
Kodak's primary manufacturing site for more than a century, which
has developed into one of the country's largest, most diverse
industrial and technology parks.

Under the agreement, which is subject to Court approval and the
satisfaction of certain conditions, the trust would ensure
continued environmental oversight, while addressing environmental
obligations into the future -- including an extension of the
current protections for the site that Kodak has in place with the
New York State Department of Environmental Conservation (DEC).

The creation of the trust fund would also help drive further
strategic economic development initiatives at this multi-use,
multi-tenant campus -- and would fairly settle legacy
environmental claims under Kodak's recently-filed Plan of
Reorganization.

"[Wednes]day's agreement with Kodak on the future of Eastman
Business Park is great news for the community of Rochester,"
Governor Cuomo said.  "Under this agreement, which addresses
environmental, operations and management concerns, we are insuring
that EBP will remain a major and stable economic driver in the
City, growing existing businesses, attracting new investments and
creating jobs for the entire Finger Lakes region.  I thank all the
stakeholders for coming together for a compromise that works for
New Yorkers."

"These important activities all combine to provide the right
answer at the right time, serving the public and community
interests in protecting the environment and strengthening economic
development initiatives, while also facilitating Kodak's emergence
from Chapter 11," said Antonio M. Perez, Kodak Chairman and Chief
Executive Officer.  "Reaching this agreement helps ensure that
Eastman Business Park can fulfill its potential for being an
engine of regional economic development."

In parallel with the development of the trust, the previously-
announced sale of Kodak's utility infrastructure to Recycled
Energy Development (RED) is also targeted for completion promptly
after approval of the agreement by the Court.  RED will acquire
the comprehensive EBP utilities infrastructure and continue to
supply electricity, steam, water, refrigeration, compressed air,
and nitrogen, as well as treat wastewater for EBP.  Tenants and
property owners, including Kodak, will continue to enjoy reliable
and economical utility services -- another critical step in the
collective efforts to revitalize the Park.

Kodak's ongoing commitment to EBP will be an important driver to
those future development plans, with the company maintaining
substantial space and operations at EBP.  This includes a variety
of advanced manufacturing operations, in addition to the Kodak
Technical Center, the company's largest worldwide center for
advanced-technology research and development.

Eastman Business Park is now home to 6,000 employees working for
Kodak and approximately 40 tenants and property owners.  A growing
number of companies in the energy storage, functional film and
biomaterials space are choosing to locate to EBP, due to the
unique blend of infrastructure, innovation and skilled workforce
capabilities that exist on site.

                   About Eastman Business Park

Eastman Business Park -- http://www.eastmanbusinesspark.com-- is
a unique, multi-use advanced manufacturing and research center in
Rochester, N.Y.  This 1,200 acre campus encompasses over 100
buildings, 2.5 million square feet of space, and over 50 miles of
integrated roads and rail.  Often referred to as a 'city within a
city,' EBP possesses a self-generated utility infrastructure, plus
bench top to prototype analytical tools and equipment supporting
the acceleration to commercialization of clean technology products
in the materials science space.

                       About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


ELBIT IMAGING: Adjusts Plan of Arrangement Over Expert Opinion
--------------------------------------------------------------
Elbit Imaging Ltd. said that following the receipt of the opinion
of Roni Alroy, CPA, the Court-appointed expert and in light of the
Expert Opinion, its board of directors has resolved to make
adjustments to the original plan of arrangement filed by the
Company with the Tel Aviv District Court and to file an amended
plan of arrangement.  The adjustments to the Original Plan of
Arrangement include the following:

   * The Company would issue two series of new notes in the
     aggregate principal amount of NIS 500 million (approximately
     US$ 136 million), rather than issue one series of new notes
     in the aggregate principal amount of NIS 300 million pursuant
     to the Original Plan of Arrangement.  The first series of New
     Notes would be in the aggregate principal amount of NIS 400
     million (approximately US$ 109 million), repayable in a
     single payment at the end of six years from the date of
     issuance, and secured by a first ranking floating charge on
     all property and assets of the Company.  The second series of
     New Notes would be in the aggregate principal amount of NIS
     100 million (approximately US$ 27 million), repayable in a
     single payment at the end of eight years from the date of
     issuance, and secured by a second ranking floating charge on
     all property and assets of the Company.  Both series of the
     New Notes would bear interest at the rate of 6 percent per
     annum and would not be linked to the consumer price index.
     Interest on the first series of New Notes would be payable in
     cash on a semi-annual basis, while interest on the second
     series of New Notes would be payable on the final maturity
     date, subject to prepayment in the sole discretion of the
     Company.  The liens securing the New Notes would be subject
     to customary exceptions.  In addition, at any time during the
     term of either series of the New Notes, the Company may
     create a senior lien in order to refinance the Company's
     outstanding indebtedness to Bank Hapoalim B.M.

   * The Company would issue to its unsecured financial creditors,
     in exchange for the remaining debt in excess of said NIS 500
     million (approximately US$ 136 million), ordinary shares
     representing, immediately following that issuance, 90 percent
     of the Company's outstanding share capital on a fully diluted
     basis (excluding certain options as described in the Original
     Plan of Arrangement), rather than ordinary shares
     representing 86 percent of the Company's outstanding share
     capital on a fully diluted basis pursuant to the Original
     Plan of Arrangement.  This number of ordinary shares to be
     issued as part of the Amended Plan of Arrangement was
     determined after taking into account the adjustments
     described herein and an analysis prepared for the Company by
     Fahn Kahne & Co. - Grant Thornton Israel.  The Company has
     filed the full Hebrew-language analysis on the Web site of
     the Israel Securities Authority and will prepare and post a
     full English translation of the analysis on the Company's
     Web site at www.elbitimaging.com as soon as possible.

   * Mordechay Zisser, the Company's chief executive officer,
     executive president and member of the Company's board of
     directors (who is also an indirect controlling shareholder of
     the Company), would not be included in the proposed release
     from potential liability and claims provided to the Company's
     other officers and directors, without derogating from any
     right, including his existing rights of indemnification and
     insurance coverage.  The provisions in the Original Plan of
     Arrangement regarding the right to unilaterally terminate
     existing transactions between the Company or a company under
     the Company's control and Mr. Zisser or any entity under his
     control or in which Mr. Zisser or any entity under his
     control have a personal interest will not be included in the
     Amended Plan of Arrangement.

   * The Amended Plan of Arrangement accepts and incorporates the
     Court-appointed expert's recommendation in regards to the
     Company's holdings in Elbit Medical Technologies Ltd., which
     provides that the new corporate organs of the Company, as
     appointed after the closing of the Plan of Arrangement,
     should be assigned the task of examining the issue of
     realization of the shares of Elbit Medical, and if it will be
     practicable to benefit from a significant short term economic
     profit from the realization (whether by means of distribution
     or in some other way), then the aforesaid realization should
     be considered.

The Company wishes to negotiate with the Bank in an attempt to
reach an agreement pursuant to which the Bank would join the
Amended Plan of Arrangement as a party and the parties will amend
the terms of the Company's current outstanding indebtedness to the
Bank in the amount of approximately US$58 million (approximately
NIS 213 million) in exchange for ordinary shares of the Company
and warrants to purchase ordinary shares of the Company to be
issued to the Bank.  It is emphasized, however, that the Amended
Plan of Arrangement is not contingent upon a restructuring of the
Bank's debt and may be pursued also on the basis of the current
terms of the loan (assuming the Bank will not pursue the immediate
repayment thereof).  In the event that the parties cannot reach an
agreement and the Bank continues to demand immediate repayment of
the outstanding indebtedness owed to it by the Company (as
described in the Company's announcements dated June 6, 2013, and
June 12, 2013), the Company will seek other financing sources to
repay the outstanding indebtedness owed to the Bank.

Meanwhile, Elbit Imaging has placed an Investor Relations
Presentation relating to its restructure of corporate debt on the
Company's Web site at: www.elbitimaging.com under: "Investor
Relations - Company, Presentation".

                        About Elbit Imaging

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

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

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

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

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


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

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

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

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

                         About Elephant Talk

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

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

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


EXIDE TECHNOLOGIES: Amends Fiscal 2013 Form 10-K
------------------------------------------------
Exide Technologies has amended its annual report on Form 10-K for
the fiscal year ended March 31, 2013, to furnish the
certifications of the chief executive officer and chief financial
officer required by Section 906 of the Sarbanes-Oxley Act of 2002
and Item 601(b)(32) of Regulation S-K, which were accidentally
omitted from the 10-K.  No other changes have been made to the
10-K, and the amendment has not been updated to reflect events
occurring subsequent to the filing of the 10-K.

A copy of the amended Form 10-K is available for free at
http://is.gd/KuvmuG

                     About Exide Technologies

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

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

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

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

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

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


EXIDE TECHNOLOGIES: Has Diverse Creditors' Committee
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Exide Technologies has an official creditors'
committee with seven members.  The U.S. Trustee in Delaware formed
a committee including the United Steelworkers union, the Pension
Benefit Guaranty Corp. and indenture trustee U.S. Bank NA.  Three
trade suppliers and a fund affiliated with Esopus Creek Advisors
round out the panel.  The committee selected Lowenstein Sandler PC
to serve as its legal counsel, the Roseland, New Jersey-based firm
said in an e-mail.

                    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.

In the 2013 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 TECHNOLOGIES: Lowenstein Sandler to Represent Creditors
-------------------------------------------------------------
Lowenstein Sandler LLP was selected as creditor's counsel in the
bankruptcy proceeding for Exide Technologies which filed
Chapter 11 protection on June 10, 2013, with $1.8 billion in
liabilities.

                      About Exide Technologies

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

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

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

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

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

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


EXIDE TECHNOLOGIES: DIP Agent's Fee Letter Filed Under Seal
-----------------------------------------------------------
Exide Technologies sought and obtained an order (i) authorizing
the filing under seal of the fee letter, dated as of June 7, 2013,
signed with JPMorgan Chase Bank, N.A. and J.P. Morgan Securities
LLC, and (ii) directing the fee letter to be made available only
to the U.S. Trustee and the advisors to any statutory committee on
a strictly confidential and "professionals' eyes only" basis.

The Debtor explained that the public disclosure of the
confidential and proprietary information in the Fee Letter has the
potential to harm JPMorgan Chase's business as DIP Agent and to
impair the DIP Agent's ability to syndicate the DIP facilities in
the future.

JPMorgan Chase Bank and prepetition noteholders are providing DIP
financing comprised of:

  (i) a first-out superpriority, secured, asset-based revolving
      credit facility in the principal amount of $225,000,000; and

(ii) a second-out superpriority, multiple-draw secured term loan
      facility in an aggregate principal amount of $275,000,000.

The Honorable Judge Kevin J. Carey has authorized the Company to
access up to $395 million of the DIP Financing Facility -- the
full $225 million of the ABL revolving credit facility and $170
million of the term loan facility.  A hearing is slated for
July 11, 2013 at 10:00 a.m., when Judge Carey will consider
whether to grant final approval of the DIP loans and allow the
Debtor to access the remaining $105 million. Objections are due
July 3.

                     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.

In the 2013 case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick And Company Inc. as public relations consultant
and GCG as claims agent.

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

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


FINJAN HOLDINGS: Star Bird Held 6.5% Equity Stake at June 3
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Star Bird Holdings Limited and its affiliates
disclosed that, as of June 3, 2013, they beneficially owned
17,543,187 shares of common stock of Finjan Holdings, Inc.,
representing 6.54 percent of the shares outstanding.  A copy of
the regulatory filing is available at http://is.gd/3QcESh

                           About Finjan

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

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

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


FLINTKOTE COMPANY: Case Re-Assigned to Judge Mary F. Walrath
------------------------------------------------------------
The Chapter 11 case of The Flintkote Company is re-assigned to
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware in line with the recent retirement of former
Bankruptcy Judge Judith Fiztgerald.

                    About The Flintkote Company

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for Chapter 11
protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004.
Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D.
Del. Case No. 04-12440) on Aug. 25, 2004.  Kevin T. Lantry, Esq.,
Jeffrey E. Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E.
Rosenthal, Esq., and Christina M. Craige, Esq., at Sidley Austin,
LLP, in Los Angeles; James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Del., represent the Debtors in their restructuring efforts.  Elihu
Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York,
N.Y.; Peter Van N. Lockwood, Esq., Ronald E. Reinsel, Esq., at
Caplin & Drysdale, Chartered, in Washington, D.C.; and Philip E.
Milch, Esq., at Campbell & Levine, LLC, in Wilmington, Del.,
represent the Asbestos Claimants Committee as counsel.

When Flintkote Company filed for protection from its creditors, it
estimated more than $100 million each in assets and debts.  When
Flintkote Mines Limited filed for protection from its creditors,
it estimated assets of $1 million to $50 million, and debts of
more than $100 million.


FREESEAS INC: Receives Non-Compliance Notice From NASDAQ
--------------------------------------------------------
FreeSeas Inc. received a letter from The NASDAQ Stock Market,
notifying the Company that for the last 30 consecutive business
days, the closing bid price of the Company's common stock has been
below $1.00 per share, the minimum closing bid price required by
the continued listing requirements of NASDAQ set forth in Listing
Rule 5450(a)(1).

In accordance with Listing Rule 5810(c)(3)(A), the Company has 180
calendar days, or until Dec. 16, 2013, to regain compliance with
the Rule.  To regain compliance, the closing bid price of the
Company's common stock must be at least $1.00 per share for a
minimum of 10 consecutive business days during the Compliance
Period.  The NASDAQ notification has no effect at this time on the
listing of the Company's common stock on the NASDAQ Capital
Market.

If the Company does not regain compliance by Dec. 16, 2013, NASDAQ
will provide written notification to the Company that its common
stock may be delisted.  The Company may, however, be eligible for
an additional grace period of 180 calendar days if it satisfies
the continued listing requirement for market value of publicly
held shares and all other initial listing standards (with the
exception of the Bid Price Rule) for listing on the NASDAQ Capital
Market, and submits a timely notification to NASDAQ of its
intention to cure the deficiency during the second compliance
period, by effecting a reverse stock split of the shares of its
Common Stock, if necessary.  The Company may also appeal NASDAQ's
delisting determination to a NASDAQ Hearings Panel.

There is no assurance as to the price at which the Company's
common stock will trade.  The Company intends to actively monitor
the bid price for its common stock during the Compliance Period,
and if the common stock continues to trade below the minimum bid
price required for continued listing, the Company's board of
directors will consider its options to regain compliance with the
continued listing requirements.

                        About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of Oct.
12, 2012, the aggregate dwt of the Company's operational fleet is
approximately 197,200 dwt and the average age of its fleet is 15
years.

Freeseas disclosed a net loss of US$30.88 million in 2012, a net
loss of US$88.19 million in 2011, and a net loss of US$21.82
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed US$114.35 million in total assets, $106.55 million in
total liabilities and US$7.80 million in total shareholders'
equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  It has also failed to make required payments to
Deutsche Bank Nederland as agreed to in its Sept. 7, 2012,
amended and restated facility agreement and received notices of
default from First Business Bank.  Furthermore, the vast majority
of the Company's assets are considered to be highly illiquid and
if the Company were forced to liquidate, the amount realized by
the Company could be substantially lower that the carrying value
of these assets.  These conditions among others raise substantial
doubt about the Company's ability to continue as a going concern.


GENERAL STEEL: Incurs $231.9 Million Net Loss in 2012
-----------------------------------------------------
General Steel Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $231.93 million on $1.96 billion of sales for the year
ended Dec. 31, 2012, as compared with a net loss of $283.29
million on $2.45 billion of sales for the year ended Dec. 31,
2011.

As of Dec. 31, 2012, the Company had $2.65 billion in total
assets, $3.08 billion in total liabilities and a $436 million
total deficiency.

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

                        http://is.gd/hid9p5

                        3rd Quarter Results

In a separate Form 10-Q filing, the Company reported a net loss of
$66.21 million on $711.42 million of total sales for the three
months ended Sept. 30, 2012, as compared with a net loss of $22.33
million on $998.16 million of total sales for the same period a
year ago.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $164.09 million on $2.14 billion of total sales, as
compared with a net loss of $71.49 million on $2.77 billion of
total sales for the same period during the prior year.

As of Sept. 30, 2012, the Company had $2.60 billion in total
assets, $2.97 billion in total liabilities and a $368.27 million
total deficiency.

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

                        http://is.gd/JklJNa

                    About General Steel Holdings

General Steel Holdings, Inc., headquartered in Beijing, China,
produces a variety of steel products including rebar, high-speed
wire and spiral-weld pipe.  The Company has operations in China's
Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region
and Tianjin municipality with seven million metric tons of crude
steel production capacity under management.  For more information,
please visit www.gshi-steel.com.


GLOBAL BRASS: Moody's Affirms B2 CFR; Changes Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Global Brass and
Copper, Inc., including the Corporate Family Rating at B2, but
changed the outlook to stable from positive. Moody's also assigned
a Speculative Grade Liquidity rating of SGL-3.

The stabilization of the outlook reflects Moody's expectation that
demand for GBC's copper and brass products will be less robust
than originally anticipated due the modest pace of economic growth
in North America.

As a result the company's margins, cash generation and debt
protection measures are unlikely to support a higher rating.
Moody's also notes that the company's aggressive distributions to
shareholders will contribute to leverage remaining high.

The following ratings/assessments were affected by this action:

  Corporate Family Rating affirmed at B2;

  Probability Default Rating affirmed at B2-PD; and,

  Senior secured notes due 2019 affirmed at B3 (LGD4, 68%).

  Speculative grade liquidity rating of SGL-3 is assigned

Ratings Rationale:

GBC's B2 Corporate Family Rating reflects the cyclicality of the
company's end markets, as well as its exposure to volatility in
metals prices. Although the company's "balanced book" approach to
managing its inventory dampens the impact of fluctuations in raw
materials prices, GBC remains highly sensitive to declines in
sales volumes. Recent operating performance is less robust than
Moody's expected due to reduced demand, resulting in credit
metrics that do not support a higher rating at this time. The
rating also takes into consideration GBC's leveraged capital
structure and its ability to generate significant levels of
earnings, and hence, free cash flow relative to its debt service
requirements and debt outstanding. Moody's forecasts interest
coverage -- measured as EBITA-to-interest expense -- remaining
below 2.5 times, and free cash flow-to-debt below 5.0% over the
next 12 months. Debt-to-book capitalization will remain elevated
at close to 80% (all ratios incorporate Moody's standard
adjustments).

However, Moody's recognizes the company's broad range of products
and its end market diversification as strengths. GBC manufactures
an extensive array of brass and copper products that are sold into
a wide range of end markets including defense, automotive,
building and households, machinery and transportation and
electronics. Also, availability under GBC's $200 million asset-
based revolving credit facility is substantial, providing the
company financial flexibility to meet seasonal working capital
needs and capital expenditures, and also to support potential
growth opportunities.

The change in rating outlook to stable from positive reflects our
view that GBC's key debt credit metrics will remain below levels
previously identified as those that could result in positive
rating actions. Also, by opting to apply 100% of the company's IPO
proceeds to pay a dividend, KPS Capital Partners, GBC's majority
owner, missed an opportunity to reduce balance sheet debt and
improve credit metrics to levels that could have supported higher
ratings.

The SGL-3 speculative grade liquidity rating reflects our view
that GBC will maintain an adequate liquidity profile over the next
12 months, as Moody's forecasts the company will need to rely on
its revolving credit facility to fund seasonal working capital
needs. The company's principal liquidity source is its largely
undrawn $200 million asset-based revolving credit facility, which
was fully collateralized with approximately $175 million of
remaining availability as of March 31, 2013. There are no material
debt maturities during the coming twelve months and the company's
free cash generation should be modestly positive after capital
expenditures and working capital requirements.

Positive rating actions are possible once GBC operating
performance improves such that EBITA-to-interest expense is
sustained above 3.0 times and free cash flow-to-debt sustained
above 7.5% (all ratios incorporate Moody's standard adjustments).
A better liquidity profile would support positive rating actions
as well.

A rating downgrade could be triggered by an unexpected decline in
GBC's end markets or performance falling below our expectations.
EBITA-to-interest expense remaining below 2.0 times and free cash
flow-to-debt sustained below 2.5% for an extended period of time
(all ratios incorporate Moody's standard adjustments) could
pressure the ratings. Deterioration in the company's liquidity
profile could negatively impact the ratings as well.

The principal methodology used in this rating was the Global
Manufacturing Industry Methodology published in December 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Global Brass and Copper, Inc., headquartered in Schaumburg, IL, is
North America's leading manufacturer and distributor of copper and
brass products, operating through three businesses - Olin Brass,
Chase Brass, and A.J. Oster. KPS Capital Partners, through its
affiliates, is the majority owner of GBC. Revenues for the twelve
months through March 31, 2013 totaled about $1.7 billion.


GMX RESOURCES: Directors T.J. Boismier and Mike Cook Resign
-----------------------------------------------------------
T. J. Boismier and Michael G. Cook notified GMX Resources Inc. of
their resignations from the Company's Board of Directors by
separate resignation letters, effective as of June 13, 2013.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

GMX Resources filed a Chapter 11 petition in its hometown (Bankr.
W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenders
can buy the business in exchange for $324.3 million in first-lien
notes.

GMX missed a payment due in March 2013 on $51.5 million in second-
lien notes.  Other principal liabilities include $48.3 million in
unsecured convertible senior notes.

The DIP financing provided by senior noteholders requires court
approval of a sale within 75 days following approval of sale
procedures. The lenders and principal senior noteholders include
Chatham Asset Management LLC, GSO Capital Partners, Omega Advisors
Inc. and Whitebox Advisors LLC.

The Official Committee of Unsecured Creditors tapped Winston &
Strawn LLP as its counsel.


GREYSTONE LOGISTICS: Files Schedule 13E-3 with SEC
--------------------------------------------------
Greystone Logistics, Inc., on June 18, 2013, filed with the U.S.
Securities and Exchange Commission a Schedule 13E-3 to report a
going private transaction.  The Schedule 13E-3 was filed jointly
by the Company, Warren F. Kruger, Robert B. Rosene, Jr., Larry J.
LeBarre and William W. Rahhal.

Concurrently with the filing of the Schedule 13E-3, the Company
also filed a proxy statement pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended.

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

                        http://is.gd/VTsuUz

                     About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.

Greystone reported net income of $2.49 million for the year ended
May 31, 2012, compared with a net loss of $847,204 during the
prior fiscal year.

For the nine months ended Feb. 28, 2013, the Company reported net
income of $1.27 million on $16.70 million of sales, as compared
with net income of $914,939 on $16.87 million of sales for the
nine months ended Feb. 29, 2012.  The Company's balance sheet at
Feb. 28, 2013, showed $12.71 million in total assets, $18.15
million in total liabilities and a $5.44 million total deficit.


GROUP HEALTH: Fitch Affirms 'BB+' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has affirmed Group Health Cooperative's (GHC) and
subsidiary Group Health Options, Inc.'s (GHO) (collectively Group
Health) Insurer Financial Strength (IFS) ratings at 'BBB-'. Fitch
has also affirmed the ratings on senior secured bonds issued by
the Washington Health Care Facilities Authority (WHCFA) on behalf
of Group Health at 'BBB-'. The Rating Outlooks are Stable.

Key Rating Drivers

Group Health's ratings continue to reflect the company's strong
market position in Washington, leverage and capitalization metrics
that are consistent with or better than Fitch's 'BBB' rating
category guidelines, and support for the company's various
obligations provided by its high-quality investment portfolio.

The ratings also reflect the impact of the company's
geographically concentrated membership and operating profile,
comparatively small size and scale benefits, and weak long-term
financial results.

Based on 2012 direct premiums, Group Health is the largest health
insurance and managed care-company in Washington. The company's
membership consists primarily of employer-group business but also
includes meaningful contributions from Medicare (principally
Medicare Advantage) and individual products.

Group Health's market position is bolstered by its vertically
integrated health care delivery system which includes both
employee care providers and care providers provided by an
independent medical group that contracts exclusively with Group
Health. These care providers deliver health care services at 26
primary and specialty care facilities owned and operated by GHC.

Group Health has developed urgent care facilities in areas of
concentrated health plan membership to facilitate providing care
in a lower cost setting. However, Fitch's view is that expenses
need to be better managed for the company to achieve positive
ratings momentum.

Group Health's large market share in Washington results in a
concentrated geographic footprint, which exposes the company to
overall economic and competitive conditions in the state. Fitch
notes that this market concentration also enables Group Health to
more effectively manage utilization management with its provider
network.

GHC's key capitalization metrics are generally consistent with or
better than 'BBB' rating category median guidelines and Fitch
views the company's premium and asset leverage to be comparably
low. The company's year-end 2012 NAIC risk-based capital (RBC) and
premiums-to-surplus ratios were 208% and 5.2x respectively. GHC's
year-end 2012 debt-to-EBITDA ratio was 3.1x while its Financial
Leverage Ratio was 19%.

Group Health's 2008-2012 financial results were weak as the
company struggled to cope with operational issues that resulted
from its gradual expansion outside its traditional strength HMO
plan. The company's 2008-2012 average EBITDA-to-revenue and
average net return on average capital ratios were 1.42% (0.1%)
respectively.

In an effort to improve its financial performance, Group Health
implemented a study in the fourth quarter 2012 of its internal
processes and expense structure. In connection with this study,
the company anticipates re-designing many of its processes and
eliminating a significant number of full-time equivalent
positions. Group Health estimates the annual expense savings from
this headcount reduction at $200 million-$220 million by the end
of 2013.

The company generated strong first quarter 2013 (1Q'13) financial
results as higher premium rates and a decline in expenses,
particularly in medical expenses incurred for external delivery
services, generated EBITDA-to-revenue and net annualized return on
average capital ratios of 11.8% and 13.8% respectively. Both of
these metrics are significantly higher than Fitch's 'BBB'/'BB'
rating category median guidelines.

At March 31, 2013, Group Health had obligations to the Washington
Health Care Facilities Authority (WHCFA) totaling approximately
$140 million. The WHCFA in turn has issued a like amount of senior
amortizing bonds, secured by a security interest in Group Health's
gross receivables and liens on certain Group Health real estate
assets and equipment.

Group Health's annual coupon and amortization payments are
relatively modest at $12 million per year through 2019.

EBITDA-based interest coverage ratios, excluding the impact of an
interest rate swap contract Group Health has entered into that
reduces the company's interest rate expense during periods of
declining interest rates, was 4.9x in 2012 and averaged 7.3x from
2008 through 2012.

RATING SENSITIVITES

Key rating triggers that could lead to an upgrade include run-
rate:

-- EBITDA/revenue margins approximating 5%;
-- Net income/average capital ratios approximating 5%;
-- Debt-to-EBITDA ratios and debt-to-capital ratios that are less
    than 3.0x and 20%; respectively;
-- EBITDA-based interest coverage ratios that exceed 7x.

Key rating triggers that could lead to a downgrade include run-
rate:

-- EBITDA/revenue margins that are less than 3%;
-- Net income/average capital ratios that are less than 3%;
-- NAIC RBC ratios (company action level basis) below 200%;
-- Debt-to-EBITDA ratios and debt-to-capital ratios greater than
    3.0x and 35%, respectively;
-- Loss of key contracts that contribute significantly to
    membership.

Fitch has affirmed the following ratings:

-- $99.7 million series 2006 revenue bonds issued by the
    Washington Health Care Facilities Authority on behalf of Group
    Health Cooperative at 'BBB-';

-- $45 million series 2001 revenue bonds issued by the Washington
    Health Care Facilities Authority on behalf of Group Health
    Cooperative at 'BBB-';

-- Group Health Cooperative - IFS at 'BBB-';

-- Group Health Cooperative - IDR at 'BB+';

-- Group Health Options, Inc. - IFS at 'BBB-'.


HASH LANE: Business as Usual for Lakeridge Golf Course
------------------------------------------------------
Hash Lane Holdings, LLC, dba Lakeridge Golf Course, in Reno,
Nevada, filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No.
13-51138) on June 6, 2013.  An affiliate, Club Lakeridge Inc.,
also filed a separate petition (Case No. 13-51140).  The Law
Offices of Alan R. Smith, Esq., serves as the Debtors' counsel.

According to RGJ.com, the 18-hole golf course remains open.  Head
pro Gary Bradford referred questions to Hash Lane Holdings LLC
principle Byron Topol, adding, "The golf course does well. . . .
It's pretty much business as normal."  RGJ.com says messages left
with Mr. Topol and Reno attorney Alan R. Smith were not returned.

Hash Lane disclosed $5,206,026 in assets and liabilities of
$6,299,064.  Club Lakeridge has assets of $1,000,250 and
liabilities of $2,143,778.

Northern Nevada Business Weekly reports Hash Lane Holdings owes
nearly $6 million in mortgage loans from Heritage Bank of Nevada.

The petitions were signed by Byron Topol and Nathan L. Topol,
managing member and president.

A copy of Hash Lane Holdings' list of its 20 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nvb13-51138.pdf

A copy of Club Lakeridge's list of six unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nvb13-51140.pdf


HELICOS BIOSCIENCES: Court Approves IP License Agreements
---------------------------------------------------------
GenomeWeb.com reports that the bankruptcy court has approved
Helicos' IP license deals with Illumina, Life Tech, Fluidigm, and
Complete Genomics. Negotiations are ongoing with Roche.

                     About Helicos BioSciences

Helicos BioSciences Corporation is a publicly traded life science
company headquartered in Cambridge, Massachusetts focused on
genetic analysis technologies for the research, drug discovery and
diagnostic markets.  The firm's Helicos Genetic Analysis Platform
was the first DNA sequencing instrument to operate by imaging
individual DNA molecules.  Helicos was co-founded in 2003 by life
science entrepreneur Stanley Lapidus, Stephen Quake, and Noubar
Afeyan with investments from Atlas Venture, Flagship Ventures,
Highland Capital Partners, MPM Capital, and Versant Ventures.

Since inception in 2003, revenue aggregated $13.3 million.  For
six months ended June 30, revenue of $1.13 million resulted
in a net loss of $1.38 million.

Helicos Biosciences filed a Chapter 11 petition (Bankr. D. Mass.
Case No. 12-19091) in Boston on Nov. 15, 2012.  The Debtor
estimated assets of at least $1 million and liabilities of at
least $10 million.


HIGH MAINTENANCE: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: High Maintenance Broadcasting, LLC
                600 Leopard Street, Suite 1924
                Corpus Christi, TX 78473

Case Number: 13-20270

Involuntary Chapter 11 Petition Date: June 17, 2013

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Petitioner's Counsel: Ronald A. Simank, Esq.
                      SCHAUER & SIMANK
                      615 Upper N Broadway, Ste 2000
                      Corpus Christi, TX 78401-0781
                      Tel: (361) 884-2800
                      Fax: (361) 884-2822
                      E-mail: rsimank@cctxlaw.com

High Maintenance Broadcasting, LLC's petitioners:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Robert Behar             Promissory Note        $2,302,528
14450 Commerce Way
Miami Lakes, FL 33016

Estrella Behar           Promissory Note        $2,248,742
18911 Collins AVe
#1807
Sunny Isles Beach,
FL 33160

Leibowitz Family         Promissory Note        $428,604
Broadcasting, LLC
4400 Biscayne Blvd.
Miami, FL 33137

Pedro Dupouy             Guaranty               $70,593
815 NW 57th Ave.
#206
Miami, FL 33126

Latin Capital            Guaranty               $759,722
Ventures, LLC
14450 Commerce Way
Miami Lakes, FL 33016

Pan Atlantic Bank &      Guaranty               $974,162
Trust, Ltd.
Whitepark House
White Park Rd
St. Michael
Barbados

Sumit Enterprises, LLC   Promissory Note        $107,571
14450 Commerce Way
Miami Lakes, FL 33016

Jose Rodriguez           Promissory Note        $53,785
1020 Nautica Dr.
Weston, FL 33327

Leon Perez               Promissory Note        $53,785
20201 E. Country Dr.
#607
Aventura, FL 33180

Jays Four, LLC           Promissory Note        $235,312
445 Park Ave.
Suite 1502
New York, NY 10022

Benjamin J. Jesselson    Promissory Note        $117,656
12/18/80 Trust
445 Park Ave.
Suite 1502
New York, NY 10022

Jesselson Grandchildren  Promissory Note        $235,312
12/18/80 Trust
445 Park Ave.
Suite 1502
New York, NY 10022

Joseph Kavana            Guaranty               $512,644
19495 Biscayne Blvd.
Suite 702
Aventura, FL 33180

Sawicki Family           Guaranty               $168,080
Ltd Partnership
4036 Island Estates Dr.
Aventura, FL 33160

Shpilberg Mgmt           Guaranty               $58,828
Associates, LLC
20155 NE 38 Court
#901
Aventura, FL 33180

Saby Behar Rev           Promissory Note       $147,070
Trust 2/15/99 Amend
1911 NE 118th Rd
N. Miami, FL 33181

Morris Bailey            Guaranty              $336,160
150 Broadway
New York, NY 10058


HJ HEINZ: Moody's Downgrades Debt Instrument Ratings After LBO
--------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 Corporate Family
Rating and Ba3-PD Probability of Default Rating of H.J. Heinz
Company ("Heinz", formerly Hawk Acquisition Sub, Inc.) and
correspondingly lowered the company's debt instrument ratings
following the completion of Moody's review of the leveraged
acquisition of Heinz by an investor group that was completed on
June 7, 2013.

Moody's has also withdrawn provisional ratings of Hawk Acquisition
Sub. Inc., which no longer exists as a separate entity following
the transaction. Debt instruments previously issued by Hawk
Acquisition Sub, Inc. are now direct obligations of Heinz.

This action concludes Moody's review of ratings of H.J. Heinz
Company and subsidiaries that began on February 14, 2013 following
the company's announcement that it had agreed to be acquired by
Berkshire Hathaway and 3G Capital in an LBO transaction valued at
$28 billion. The rating outlook is stable.

Ratings Rationale:

Heinz's Ba3 Corporate Family Rating reflects high financial
leverage at closing of the LBO transaction with approximately 6.7
times debt/EBITDA on a reported basis and about 10.4 times
debt/EBITDA including as debt $8 billion of holding company
preferred stock. Cash flow metrics are weakened by high interest
expense and at least $720 million of dividends that Moody's
assumes will be upstreamed annually to service the 9% parent
company preferred stock issued to Berkshire as part of the
financing. Moody's takes into consideration Heinz's strong global
franchise and its attractive future growth opportunities in
emerging markets such as Brazil, Russia, and Indonesia where the
company has expanded profitably in recent years. In addition,
Moody's expects that new and ongoing cost savings initiatives
under the new ownership will be a key driver of earnings growth
and financial deleveraging.

"The ratings reflect our assumption that over the next two years,
Heinz's new senior management will be focused on quickly
deleveraging through a combination of earnings growth and debt
repayment," commented Brian Weddington a Moody's Senior Credit
Officer. "By the end of year three, the company should be able to
simplify and lower the cost of its capital structure, which
includes $8 billion of high coupon preferred stock and about $13
billion of secured debt instruments," added Weddington.

H.J. Heinz Company, Inc. (formerly Hawk Acquisition Sub, Inc.)

Ratings Affirmed:

- Corporate Family Rating at Ba3;

- Probability of Default Rating at Ba3-PD.

Rating Revised to (P)B2 from (P)Baa2:

- Senior unsecured debt shelf

Debt issued by Hawk Acquisition Sub, Inc. prior to merging into
H.J. Heinz Company:

Ratings Revised to Ba2 (LGD 3 / 30%) from (P)Ba2:

- $2.00 billion senior secured first-lien bank revolving credit
   facility expiring June 2018;

- $2.95 billion senior secured first-lien bank Term Loan 1 due
   June 2019;

- $6.55 billion senior secured first-lien bank Term Loan 2 due
   June 2020.

Ratings Affirmed:

- $3.10 billion of 4.25% senior secured second-lien notes due
   October 2020 at B1 (LGD 5 / 77%).

Debt outstanding at H.J. Heinz Company and subsidiaries prior to
merger with Hawk Acquisition Sub, Inc.:

Ratings Downgraded to B2 (LGD 6 / 94%) from Baa2:

- $235 million of 6.375% senior unsecured debentures due July
   2028;

- $500 million of 5.350% senior unsecured notes due July 2013;

- $119 million of 6.049% Dealer Remarketable Securities due
   December 2020;

- $58 million of 2.000% senior unsecured notes due September
   2016;

- $18 million of 1.500% senior unsecured notes due March 2017;

- $34 million of 3.125% senior unsecured notes due September
   2021;

- $6 million of 2.850% senior unsecured notes due March 2022;

- $6.5 million of variable rate Industrial Revenue Bonds (FL)
   due November 2026;

- 1.5 million of 8.375% Pollution Control Revenue Bonds (PA) due
   May 2015;

- $1.4 million of 8.500% Industrial Revenue Bonds (MI) due
   December 2015;

- $1.86 million of 7.160% Tax Increment Bonds (PA) due December
   2019.

H.J. Heinz Finance Company

- $437 million of 6.750% senior unsecured guaranteed notes due
   March 2032;

- $931 million of 7.125% senior unsecured guaranteed notes due
   August 2039.

H.J. Heinz Finance UK Plc

- $196 million of 6.250% guaranteed British pound notes due
   February 2030 (granted second-lien security interest).

Rating Downgraded to B2 from Ba1 and Loss Given Default Rating
Assigned at LGD 6 / 97%:

H.J. Heinz Finance Company

- $350 million of 8% mandatorily redeemable preferred stock due
   July 2013.

Rating Withdrawn:

- Commercial paper at Prime-2.

The rating outlook is stable.

Hawk Acquisition Sub, Inc. (merged into H.J. Heinz Company):

Ratings Withdrawn:

- Proposed senior unsecured debt at (P)B2.

On June 7, 2013 Hawk Acquisition Sub merged with and into H.J.
Heinz Company with Heinz being the surviving company. Prior to the
merger, Hawk Acquisition Sub, Inc. was a wholly-owned subsidiary
of Hawk Acquisition Holding Corporation that was formed solely for
the purpose of acquiring Heinz. Upon the closing of the merger,
Heinz became a wholly-owned subsidiary of Hawk Acquisition Holding
Corporation, which is equally controlled by Berkshire Hathaway and
3G Capital. Hawk Acquisition Sub no longer exists as a separate
entity.

The Heinz ratings could be downgraded if Heinz is unlikely to
reduce debt/EBITDA below 6 times within 18-24 months, especially
if deleveraging is hampered by deteriorating operating performance
or future aggressive financial strategies. The ratings are not
likely to be upgraded in the near-term; but over time, if the
Heinz is able to significantly reduce leverage, simplify its
capital structure, and adopt a more conservative financial policy,
the ratings could be upgraded.

Headquartered in Pittsburgh, PA, H.J. Heinz Company is a leading
marketer and producer of branded foods in ketchup, condiments,
sauces, meals, soups, snacks and infant foods. Key brands include
Heinz(R) Ketchup, sauces, soups, beans, pasta and infant foods,
Ore-Ida(R) French Fries and roasted potatoes, Smart Ones(R) meals
and Plasmon(R) baby food. For the last twelve month period ended
January 2013, Heinz generated sales of approximately $11.7
billion. Heinz operates in over 200 countries and employs 32,000
people worldwide.

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.


IDEARC INC: Verizon Scores Complete Victory Over Creditors
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Verizon Communications Inc. won a complete victory
this week when a federal district judge in Dallas threw out the
remainder of a $9.8 billion lawsuit begun almost three years ago
by creditors of Idearc Inc.

The report recounts that Idearc implemented a reorganization plan
in January 2010 mostly worked out before the Chapter 11 filing in
March 2009.  Reducing debt from $9 billion to $2.75 billion, the
plan created a trust that filed the lawsuit in Dallas.  In
January, U.S. District Judge A. Joe Fish ruled after a nonjury
trial that Idearc was solvent and worth $12 billion when spun off.
Given solvency, the judge told both sides to file papers
explaining why the entire suit should or shouldn't be dismissed.
The Idearc creditors' committee responded in mid-March with papers
contending that the company was never properly formed, thus making
Verizon liable for the debt.

According to the report, Judge Fish in his 22-page opinion
dismissed the entire suit.  He said the finding of solvency was
fatal to claims known as constructive fraudulent transfer, where
transactions can be set aside if made for inadequate consideration
when a company is insolvent.  Judge Fish similarly dismissed
claims for actual intent to hinder, delay or defraud creditors.
He said any circumstantial evidence of fraudulent intent was
"negated" by his conclusion that Dallas-based Idearc was solvent
and worth $12 billion at the time of the spinoff.

The report relates that the judge also failed to go along with
technical theories that a dividend was illegal because Idearc
never had more than one director when there should have been
three.  Judge Fish said he was unable to find "any case in which a
court found that a solvent corporation's dividend was illegal
solely because of a technical violation."

The report shares that this week's dismissal of the suit gives
creditors the right to appeal.  Although setting aside a judge's
finding of fact about solvency is difficult, the creditors can now
raise on appeal the question of whether they were entitled to a
jury trial.  Earlier in the case, Judge Fish ruled that there was
no right to a jury trial.

A Verizon spokesman, Bill Kula, said Fish's ruling was a
"resounding rejection of the litigation trust's baseless
allegations against Verizon."  Lawyers for the Idearc creditors
from Haynes & Boone LLP didn't respond to a message seeking
comment.

                       About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection (Bankr.
N.D. Tex. Lead Case No. 09-31828) on March 31, 2009.  The Debtors'
financial condition as of Dec. 31, 2008, showed total assets of
$1,815,000,000 and total debts of $9,515,000,000.  Toby L. Gerber,
Esq., at Fulbright & Jaworski, LLP, represented the Debtors in
their restructuring efforts.  The Debtors tapped Moelis & Company
as their investment banker; Kurtzman Carson Consultants LLC as
their claims agent.

William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the official committee of
unsecured creditors.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.

Less than two years since leaving bankruptcy protection,
SuperMedia remains in quandary.  Early in October 2011, Moody's
Investors Service slashed its corporate family rating for
SuperMedia to Caa1 from B3 prior.  The downgrade reflects Moody's
belief that revenues will continue to decline at a double digit
rate for the foreseeable future, leading to a steady decline in
free cash flow.  SuperMedia's sales were down 17% for the second
quarter of 2011 in a generally improving advertising sector.
Moody's ratings outlook for SuperMedia remains negative.

While SuperMedia is attempting to transition the business away
from its reliance on print advertising through development of
online and mobile directory service applications, Moody's is
increasingly concerned that the company will not be able to make
this change quickly enough to stabilize the revenue base over the
intermediate term. Further, the high fixed cost nature of
SuperMedia's business could lead to steep margin compression,
notwithstanding continued aggressive cost management.


ILLINOIS VALLEY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Illinois Valley Millworks, Inc.
        1605 Division Street
        Mendota, IL 61342

Bankruptcy Case No.: 13-25057

Chapter 11 Petition Date: June 18, 2013

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Donald R. Cassling

Debtor's Counsel: Richard G. Larsen, Esq.
                  KLEIN STODDARD BUCK & LEWIS LLC
                  2045 Aberdeen Court
                  Sycamore, IL 60178
                  Tel: (815) 748-0380
                  Fax: (815) 748-4030
                  E-mail: rlarsen@kleinstoddard.com

Estimated Assets: $0 to $50,000

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

A list of the Company?s 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/ilnb13-25057.pdf

The petition was signed by Keith Miller.


INOVA TECHNOLOGY: Investors' Ownership Unchanged After Split
------------------------------------------------------------
Inova Technology, Inc., said that each shareholder's percentage
ownership interest in the company and the proportional voting
power remains unchanged after the reverse stock split, except for
minor changes and adjustments resulting from rounding up of
fractional interests.  The rights and privileges of the holders of
the Company's common stock are unaffected by the reverse stock
split.

The board of directors of Inova Technology authorized a 100 to one
reverse split of all outstanding common shares and a corresponding
decrease in the Company's authorized common stock pursuant to
Section 78.209 of the Nevada Revised Statutes.  Each 100 shares
will now be worth 1 share.

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

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

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

The Stock Split is intended to increase the price per share of the
Company's Common Stock.  The Board of Directors believes that the
price of the Common Stock is too low to attract investors in the
stock.  In order to proportionally raise the per share price of
the Common Stock by reducing the number of shares of the Common
Stock outstanding, the Board of Directors believes that it is in
the best interests of the Company's stockholders to implement a
stock split.  The Company's Common Stock is quoted on the Over-
the-Counter Bulletin Board under the symbol "INVA" and the last
reported closing price of the Common Stock on June 13, 2013, was
$0.001 per share.

                       About Inova Technology

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

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

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


INTEGRITY INSURANCE: Not Required to Pay Congoleum Claims
---------------------------------------------------------
Integrity Insurance Company issued policies to Congoleum
Corporation.  Congoleum submitted timely proofs of claim for which
it sought coverage under the policies.  The liquidator of
Integrity Insurance, relying on In the Matter of the Liquidation
of Integrity Insurance Co., 193 N.J. 86 (2007), issued seven
notices of determination (NODs) disallowing the incurred but not
reported claims for insufficient supporting documentation, failure
to document the exhaustion of limits of coverage of the underlying
policy to the Integrity policy, and allowance of contingent claims
is prohibited by New Jersey statute.

As a result of the approval of Congoleum's bankruptcy plan of
reorganization, effective July 1, 2010, The Congoleum Plan Trust,
is the successor-in-interest to the policies Integrity issued to
Congoleum.  The Trust timely filed an objection to the NODs.  The
liquidator declined to amend his decision and submitted the
Trust's objection to the special master for consideration.  In a
February 25, 2011 written determination, the special master upheld
the liquidator's decision.  The special master determined that
Congoleum's claims could not be allowed because they were not
"absolute claims" as defined by Integrity Insurance's Amended
Liquidation Closing Plan.

The special master rejected Congoleum's contention that its claims
were third-party claims allowable under N.J.S.A. 17:30C-28(b),
stating that the statute is inapplicable to the case at hand.

The Trust appealed to the liquidation court.  In an April 29, 2011
order and written opinion, the court confirmed the special
master's determination.  The court noted that pursuant to the
Amended LCP, a claim would only be considered if it became
absolute on or before June 30, 2009.  The court found that the
special master had properly determined that Congoleum did not
submit absolute claims as defined in the Amended LCP and
determined in In the Matter of the Liquidation of Integrity
Insurance Co.  The court held: "Congoleum Corporation's claims
still do not have fixed liability and have not been settled or
adjudicated."  The court rejected Congoleum's argument that its
bankruptcy should be considered in evaluating the claims.  The
court also agreed that N.J.S.A. 17:30C-28(b) did not apply because
Congoleum's claims were not third-party claims.

On appeal, Congoleum raises the same arguments as those raised and
decided in Commissioner of Insurance of the State of New Jersey v.
Integrity Insurance Co./W.R. Grace & Co., (W.R. Grace), No. A-
2505-10 (App. Div. Jan. 11, 2012) (slip op. 16 to 25), certif.
denied, 211 N.J. 607 (2012).

For reasons expressed in W.R. Grace, the Superior Court of New
Jersey, Appellate Division, in a June 17, 2013 decision, denied
the appeal raised by the Appellant and held that:

"We reject the Trust's argument that this case differs from W.R.
Grace because here, the Trust is only seeking approval for claims
that were identified, processed and settled prior to the bar date.
A claim is not an 'absolute claim' unless 'liability and value has
been fixed by actual payment by the Claimant or by judgment of a
court of law' before the June 30, 2009 bar date.  Although some
claims may have been identified and processed before the bar date,
liability and value were not fixed by actual payment before that
date because Congoleum was in bankruptcy and the bankruptcy court
did not approve Congoleum's reorganization plan, which included
the settlements, until July 1, 2010."

The case is IN THE MATTER OF THE LIQUIDATION OF INTEGRITY
INSURANCE COMPANY, NO. A-5273-10T1 (N.J. Super. App. Div.).  A
full-text copy of the Decision is available at http://is.gd/fiIMth
from Leagle.com.

Robert M. Horkovich, Esq. -- rhorkovich@andersonkill.com -- and
Robert Y. Chung, Esq. -- rchung@andersonkill.com -- at Anderson
Kill & Olick, P.C., argued the cause for appellant The Congoleum
Plan Trust.

David M. Freeman, Esq., and John D. Gagnon, Esq., at Mazie Slater
Katz & Freeman, LLC, argued the cause for respondent Thomas B.
Considine, Commissioner of Banking and Insurance of the State of
New Jersey in his capacity as Liquidator of Integrity Insurance
Company.


INTERSTATE BAKERIES: Premium Food Must Return $235K
---------------------------------------------------
Bankruptcy Judge Cynthia A. Norton ruled that $234,880 of the
$412,240 that Interstate Bakeries Corporation transferred to
Premium Food Sales, Inc., within the 90-day period prior to
Interstate's 2004 bankruptcy are avoidable as a preference under
11 U.S.C. Sec. 547(b).  The Court said that during the Preference
Period, Premium provided new value to the Debtor of $177,360.
Accordingly, the Court entered judgment against Premium in the
amount of $234,880.

The case is, US BANK NATIONAL ASSOCIATION, in its capacity as
Trustee of the IBC CREDITOR'S TRUST, Plaintiffs, v. Petro
Commercial Services Inc., et al., Defendants, Original Adversary
Proceeding No. 06-04191, Bifurcated Adversary Proceeding No.
09-04205 (Bankr. E.D. Mo.).  A copy of Judge Norton's June 17,
2013 Memorandum Opinion and Order is available at
http://is.gd/mWqzDtfrom Leagle.com.

US Bank National Association, in its capacity as trustee of the
IBC Creditors' Trust, appeared by and through its counsel, Andrew
J. Nazar, Esq., and Brendan L. McPherson, Esq. --
anazar@polsinelli.com and bmcpherson@polsinelli.com -- at
Polsinelli Shughart PC, and in person through W. Terrence Brown, a
member of the Trust's Trust Advisory Board.

Premium appeared by and through its counsel, Jeannie M. Bobrink,
Esq., and James F. Freeman, Esq. -- jfreeman@swansonmidgley.com --
at Swanson Midgley, LLC and by telephone through Donald Couture,
its principal, with Irvin Schein, Esq., Premium's Canadian
counsel.

                      About Hostess Brands

Hostess Brands Inc. -- known for iconic brands such as Butternut,
Ding Dongs, Dolly Madison, Drake's, Home Pride, Ho Hos, Hostess,
Merita, Nature's Pride, Twinkies and Wonder -- sought Chapter 11
bankruptcy protection early morning on Jan. 11, 2011 (Bankr.
S.D.N.Y. Case Nos. 12-22051 through 12-22056) in White Plains, New
York.  Founded in 1930, the Irving, Texas-based company operated
36 bakeries, 565 distribution centers and 570 outlets in 49 states
at the time of the filing.  It disclosed assets of $982 million
and liabilities of $1.43 billion as of the petition date.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess hired Jones Day as bankruptcy
counsel; Stinson Morrison Hecker LLP as general corporate counsel
and conflicts counsel; Perella Weinberg Partners LP as investment
bankers, FTI Consulting, Inc. to provide an interim treasurer and
additional personnel for the Debtors, and Kurtzman Carson
Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, represent the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.  Hostess Brands said it intends to
retain approximately 3,200 employees to assist with the initial
phase of the wind down.  Employee headcount is expected to
decrease by 94% within the first 16 weeks of the wind down.  The
entire process is expected to be completed in one year.

Hostess received court approval for sales raising about $800
million. Apollo Global Management LLC and C. Dean Metropoulos &
Co. bought the snack cake business for $410 million. Flowers Foods
Inc. took most of the bread business, including the Wonder bread
brand for $360 million.  Neither of the sales attracted
competitive bidding.  After an auction with competitive bidding,
Mexican baker Grupo Bimbo SAB was given a green light to buy the
Beefsteak rye bread business for $31.9 million.


IXI MOBILE: SEC Revokes Registration of Securities
--------------------------------------------------
The Securities and Exchange Commission has revoked the
registration of the securities of IXI Mobile, Inc., based on the
Company's repeated failure to file required periodic reports.
The Company has not filed its periodic reports after the quarterly
period ended June 30, 2008.

                         About IXI Mobile

Headquartered in Belmont, California, IXI Mobile Inc. (OTC BB:
IXMO.0B) -- http://www.ixi.com/-- provides devices and hosted
services to mobile operators, mobile virtual network operators,
and Internet service providers in a number of international
markets.  Research and development activities are conducted
primarily in its facilities in Israel and Romania.

IXI Mobile Inc.'s consolidated balance sheet at June 30, 2008,
showed $29,504,000 in total assets, $40,856,000 in total
liabilities, and $11,352,000 in stockholders' deficit.

IXI Mobile has yet to file its financial reports for 2009 and
2010.


JAMES RIVER: Moody's Caa2 CFR Unchanged Following Exchange Offer
----------------------------------------------------------------
Moody's Investors Service said that James River Coal Company's
offer to exchange certain convertible notes is credit positive,
but does not impact the company's ratings or outlook at present.

James River Coal Company currently operates over 30 mines across
eight coal mining complexes in Central Appalachia and the Illinois
Basin. Headquartered in Richmond, Va., the company generated about
$1.1 billion in revenue for the twelve months ended March 31,
2013.

On May 22, 2013, Moody's downgraded James River's Corporate Family
Rating to Caa2 from Caa1 and the company's Senior Unsecured Notes
due 2019 to Caa2 from B3. Moody's also affirmed
the SGL-3 Speculative Grade Liquidity Rating.


JEFFERSON COUNTY: Proposed Financing Too Costly
-----------------------------------------------
Kelly Nolan and Katy Stech, writing for Dow Jones Newswires,
report that some observers call terms of Jefferson County,
Alabama's new debt onerous.

Jefferson'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.  According to
Dow Jones, 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.  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.

Dow Jones' Nolan and Stech, in an articled available at
http://is.gd/EZQztbfrom The Wall Street Journal, relate that
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.  That
is perhaps billions more than they would pay under a plan whose
payments would be more evenly distributed, said a potential
investor.

According to Dow Jones, some observers wonder if the county will
be able to meet the obligations stacked up in later years. "It's
future taxpayers that bear the risk of the higher payments down
the road," said Richard Ciccarone of McDonnell Investment
Management, the report notes.  McDonnell purchases municipal bonds
and oversees an $8 billion portfolio of them.

The report relates the new debt is needed to complete an agreement
signed this spring between Jefferson County officials and
investors holding $3.1 billion of debt linked to the sewage-system
upgrade.  The deal, which helps the Alabama county put behind it
the largest municipal bankruptcy in terms of debt outstanding in
U.S. history, came after hedge funds and other creditors forgave
$1.2 billion of sewer debt.  The new bonds would refinance much of
the remaining debt. The county filed for Chapter 9 bankruptcy
protection in November 2011.

According to the report, Jefferson County's proposal to sell the
debt could be formally approved by a judge as early as November.
If the plan is allowed to proceed, the debt is likely to be sold
to investors as early as then.  In addition to the capital-
appreciation debt, the $1.9 billion package includes $1.42 billion
of bonds that pay interest periodically, according to county
documents. Jefferson County has the option to buy back some of the
bonds after 10 years.

                      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.


LIGHTSQUARED INC: Lenders Balk at Violations of 'Exclusivity' Deal
------------------------------------------------------------------
A group of lenders filed a motion to enforce Judge Shelley
Chapman's Feb. 13 order, which extended the deadline for the
company to file a Chapter 11 plan and solicit votes from
creditors.

The move comes after LightSquared allegedly refused to withdraw
the letter it sent to the lenders group last month or acknowledge
its court-ordered obligations under a stipulation they executed,
which was incorporated into the Feb. 13 order.

On May 20, LightSquared sent a letter to the lenders, informing
them about the termination of its obligations under the Feb. 13
order and alleging that the group was no longer the largest holder
of pre-bankruptcy obligations.

The group's lawyer, Glenn Kurtz, Esq., at White & Case LLP, in New
York, said the company refused to withdraw the letter although the
termination condition wasn't satisfied when the letter was issued.

SP Special Opportunities LLC, the company that LightSquared
claimed held more pre-bankruptcy obligations, has also joined the
lenders group, according to Mr. Kurtz.

As reported on Feb. 18, 2013 by TCR, LightSquared and the lenders
group signed a stipulation to further extend the company's
exclusive right to file a plan, which bars creditors from filing
rival plans and maintains the company's control over its
restructuring.  The agreement provides that the exclusivity will
end once and for all on July 15.

In return for the exclusivity extension to July, the interest rate
on the loan rises to 12.5% and maturity is extended to Dec. 31.
In addition, the agreement precludes LightSquared from filing a
plan without consent from the lenders, unless the plan pays the
debt in full when the plan is implemented.  Secured claims more
senior in priority also must be paid in full, absent consent.

Mr. Kurtz can be reached at:

     WHITE & CASE LLP
     1155 Avenue of the Americas
     New York, NY 10036
     gkurtz@whitecase.com

                  No Negotiations with Dish

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a group of secured lenders holding $1.38 billion in
debt of LightSquared Inc. claim that the Debtor violated an
agreement extending exclusive plan-filing rights until July 15 by
failing to engage Dish Networks Corp. in negotiation after
receiving a $2 billion cash offer.

Joseph Checkler writing for Dow Jones' DBR Small Cap reports that
LightSquared's biggest lender group says the company is trying to
avoid the terms of a recent settlement and still hasn't met with
Dish Network Corp. Chairman Charlie Ergen in the five weeks since
he offered to pay $2 billion for some of its assets.

According to the Bloomberg report, the ad hoc lender group said
the company is "continuing to stall these cases for the benefit of
the debtors' majority shareholder," Harbinger Capital Partners
LLC.  The lenders said the Dish offer would suffice to pay secured
creditors in full.  According to the ad hoc group, LightSquared
should have set up an auction process immediately.

The Bloomberg report notes that the lenders want the bankruptcy
judge in New York to declare the company in default of an
agreement to extend exclusive plan-filing rights.  Exactly how
LightSquared may have violated the agreement is unclear because
critical parts of the  financing paying off LightSquared's debt in
full.  Full payment would enable Philip Falcone's Harbinger to
retain ownership.

The report discloses that existing lenders have been contending
with Harbinger over control of LightSquared's Chapter 11
reorganization.

According to the BankruptcyLaw360 report, the ad hoc group of
lenders, who hold about $1.4 billion of LightSquared's debt,
requested that the judge schedule an emergency hearing to force
the wireless spectrum owner to adhere to the terms of the
settlement.

                    About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LONE PINE: Gets Notice of Failure to Satisfy NYSE Listing Standard
------------------------------------------------------------------
Lone Pine Resources Inc. on June 19 disclosed that the Company has
received a notice of failure to satisfy an additional New York
Stock Exchange continued listing standard because the Company's
average global market capitalization was less than US$75 million
over a consecutive 30 trading-day period.  Under applicable NYSE
procedures, the Company has 45 days from the receipt of the notice
to submit a plan to the NYSE to demonstrate its ability to achieve
compliance with the continued listing standards within 18 months.
The Company intends to submit a plan that will demonstrate its
ability to regain compliance with the continued listing standards
within the required time frame.  However, there can be no
assurance that the Company's plan will be accepted by the NYSE or
that the Company will be able to achieve compliance with the
NYSE's continued listing standards within the required time frame,
at which time the Company may become subject to suspension and
delisting proceedings.

The Company previously disclosed on May 28, 2013 that the NYSE
notified the Company that it was not in compliance with the NYSE's
continued listing standard related to maintaining a consecutive 30
trading-day average closing price for its common stock at or above
US$1.00 per share.

The Company's common stock continues to trade on the NYSE, but the
NYSE will continue to transmit the Company's trading symbol with a
".BC" indicator until the Company is in compliance with all NYSE
continued listing standards.  The Company's common stock also
continues to trade on the Toronto Stock Exchange under the symbol
"LPR," and that listing is not affected by the receipt of the NYSE
notification.  In addition, the Company's U.S. Securities and
Exchange Commission and Canadian securities regulatory authority
reporting requirements are not affected by the receipt of the NYSE
notification.

Lone Pine is a Calgary, Alberta-based exploration and production
company with about 7,000 boe of daily production and proved
developed and total proved reserves of 20 million and 31 million
boe, respectively.

                         *     *     *

As reported by the Troubled Company Reporter on May 30, 2013,
Moody's Investors Service downgraded Lone Pine Resources Inc.'s
Corporate Family Rating and Probability of Default Rating to
Caa3/Caa3-PD from Caa1/Caa1-PD.  The $200 million senior unsecured
notes rating was downgraded to Ca from Caa1.  The Speculative
Grade Liquidity of SGL-4 was affirmed.  Moody's said the rating
outlook remains negative.


LOU PEARLMAN: Trustee Doesn't Have Backstreet's Back on Claims
--------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that the trustee
overseeing the bankruptcy case of boy band giant and Ponzi schemer
Lou Pearlman challenged $3.5 million in legal fees and related
costs that the Backstreet Boys are seeking against their former
manager.

According to the report, the long-running boy band -- which is
celebrating its 20th anniversary this year -- submitted two
unsecured, nonpriority claims against Pearlman's estate in 2007
seeking indemnification of legal fees and settlement costs they
paid in civil litigation involving Pearlman and his label Trans
Continental Records Inc. between 2000 and 2005.

            About Louis Pearlman & Trans Continental

Louis J. Pearlman started Trans Continental Records, which managed
boy bands such as the Backstreet Boys, 'N Sync, O-Town, Lyte Funky
Ones (LFO), Take 5, Natural and US5.  Other artists on the Trans
Continental's label included Aaron Carter, Jordan Knight, C Note,
and Smilez & Southstar.  Mr. Pearlman also owned Orlando, Florida-
based Trans Continental Airlines, Inc. -- http://www.t-con.com/--
which provided charter flight services to numerous destinations in
the U.S. and the Caribbean.

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

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

The related cases incorporate a classic Ponzi scheme of roughly
$500 million and transactions intertwined in over 100 related
entities, according to Kapila & Company.  The number of investors
and loss victims exceeds 1,400 and the case involves investigation
of off-shore assets.

Fletcher Peacock, Esq., served as Mr. Pearlman's legal counsel.

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

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

The debtors in the jointly administered cases are: Louis J.
Pearlman; Louis J. Pearlman Enterprises, Inc.; Louis J. Pearlman
Enterprises, LLC; TC Leasing, LLC; Trans Continental Airlines,
Inc., Trans Continental Aviation, Inc.; Trans Continental
Management, Inc.; Trans Continental Publishing, Inc.; Trans
Continental Records, Inc.; Trans Continental Studios, Inc.; and
Trans Continental Television Productions, Inc.

In addition, a related corporation, F.F. Station, LLC, filed a
separate voluntary Chapter 11 case on Feb. 20, 2007 (Bankr. M.D.
Fla. Case No. 07-575); however, the case is not jointly
administered with the cases of the other Debtors.


MARKETING WORLDWIDE: Suspending Filing of Reports with SEC
----------------------------------------------------------
Marketing Worldwide Corporation filed a Form 15 with the U.S.
Securities and Exchange Commission to voluntarily terminate the
registration of its common stock.  As of June 18, 2013, there were
only 100 holders of the common shares.  As a result of the filing,
the Company is suspending its obligation to file reports with the
SEC.

                    About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.

Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America.  MWW operates in a 23,000 square foot leased
building in Howell Michigan.

Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan.  MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.

RBSM, LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Sept. 30,
2012.  The independent auditors noted that the Company has
generated negative cash flows from operating activities,
experienced recurring net operating losses, is in default of
certain loan covenants, and is dependent on securing additional
equity and debt financing to support its business efforts which
factors raise substantial doubt about the Company's ability to
continue as a going concern.

The Company's balance sheet at March 31, 2013, showed $1.15
million in total assets, $10.01 million in total liabilities and a
$8.85 million total deficiency.


MARMC TRANSPORTATION: lTC Electrical's Claim Allowed
----------------------------------------------------
Bankruptcy Judge Peter J. McNiff overruled MarMc Transportation,
Inc.'s objection and allowed lTC Electrical Technologies' claim
pursuant to a June 17 opinion available at http://is.gd/qoDYNg
from Leagle.com.  Judge McNiff said lTC provided copies of
invoices that support the claim amount.  The claim amount was not
contested by MarMc. The court's review of the invoices and proof
of claim reflect that one payment was credited to the invoice
balance corresponding to the claim amount of $26,243.66.  lTC
carried its burden by providing evidence of the validity of the
amount.

                    About MarMc Transportation

MarMc Transportation, Inc.'s principal business activity and
purpose was moving oil drilling rigs and relocating to and from
drilling and well sites.  At its height, MarMc showed gross annual
income of $16,199,506 (2008) and had 74 employees on its payroll.

Headquartered in Mills, Wyoming, MarMc filed for Chapter 11
bankruptcy protection (Bankr. D. Wyo. Case No. 10-20653) on
June 3, 2010, amid cash flow problems and management void that
caused it to default on various financial obligations.  Stephen R.
Winship, Esq., at Winship & Winship, PC, assists the Company in
its restructuring effort.  MarMc estimated $10 million to
$50 million in assets and up to $10 million in debts in its
Chapter 11 petition.

The U.S. Trustee has not appointed an unsecured creditors'
committee in the Debtor's case.

MarMc, through various sales approved by the Bankruptcy Court, has
sold almost all of its personal property, which sales resulted in
total proceeds of over $8,200,000.  MarMc also has sold a parcel
of real property for $640,000.  A portion of the sale proceeds
have satisfied the lien claims of Wells Fargo Equipment Finance,
Inc. (except for its attorney fees estimated at no more than
$25,000).  Additionally, $995,000 was paid, from the sale
proceeds, against the remaining real estate mortgage held by Wells
Faro Bank.

As reported by the Troubled Company Reporter on May 31, 2012, the
Bankruptcy Court denied confirmation of the second amended plan of
reorganization filed by MarMc, after objections lodged by Dave
Sundem and Marcille Sundem, Summit Electric, Kruse Energy
Equipment and the United States Trustee.


METEX MFG: Can Participate in The Home Insurance Proceeding
-----------------------------------------------------------
Judge Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York authorized Metex Mfg. Corporation to
use estate assets to seek intervention and participate in a
disputed claims proceeding for the purpose of protecting their
interest in certain insurance policies issued by The Home
Insurance Company that provide coverage for asbestos personal
injury claims against Kentile Floors, Inc.

Kentile has coverage under five umbrella insurance policies issued
by The Home.  Each of The Home Policies has a $5 million limit,
excess of five now exhausted $1 million primary policies, bringing
the total aggregate limits of The Home Policies to $25 million.
The Home Policies provide coverage for Kentile asbestos personal
injury claims.

In 2003, The Home became, and remains, the subject of a
liquidation proceeding in the Merrimack County Superior Court,
State of New Hampshire.  Roger A. Sevigny, the Commissioner of the
Insurance for the State of New Hampshire, was appointed by the
Superior Court as the liquidator for The Home.  On June 10, 2004,
Metex filed a timely proof of claim in The Home Liquidation
Proceeding seeking insurance coverage for, inter alia, the
asbestos personal injury claims that have been made against
Kentile.

The Debtor relates that there is a pending claims dispute in The
Home Liquidation Proceeding, which could result to the impairment
of the limits of The Home Policies and, therefore, result in a
dollar for dollar reduction in the amount that will be paid by to
the Debtor.

                            About Metex

Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.

Metex filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 12-14554) on Nov. 9, 2012.  The petition was signed by
Anthony J. Miceli, president.  The Debtor estimated its assets and
debts at $100 million to $500 million.  Judge Burton R. Lifland
presides over the case.

Affiliate Kentile Floors, Inc., filed a separate Chapter 11
petition (Bankr. S.D.N.Y. Case No. 92-46466) on Nov. 20, 1992.


MILAGRO OIL: Exchange Offer Expiration Extended Until Aug. 30
-------------------------------------------------------------
Milagro Oil & Gas, Inc., Vanquish Energy, LLC, and Vanquish
Finance, Inc., have extended the Expiration Date to 5:00 pm, New
York City time, on Aug. 30, 2013, for their private exchange offer
to exchange any and all of Milagro's outstanding 10.500 percent
Senior Secured Second Lien Notes due 2016 issued under the
Indenture dated as of May 11, 2010, among Milagro, the guarantors
party thereto and Wells Fargo Bank, N.A., as Trustee, for either
(i) Class A Units of Vanquish and 10.500 percent Senior Secured
Second Lien Notes due 2017 of the Issuers or (ii) cash for up to a
maximum of $65 million aggregate principal amount of the Old
Notes, all on the terms and subject to the conditions as set forth
in a confidential offering circular and consent solicitation
statement.  In connection with the Exchange Offer, Milagro is
soliciting consents from holders of the Existing Notes to certain
proposed amendments to the Indenture.  The Issuers did not extend
withdrawal rights and, pursuant to the terms of the Exchange
Offer, previously tendered Old Notes may not be validly withdrawn
and Consents may not be validly revoked.

The complete terms and conditions of the Exchange Offer and
Consent Solicitation are described in the Offering Circular,
copies of which may be obtained by eligible holders by contacting
D.F. King & Co., Inc., the information agent, at 48 Wall Street,
22nd Floor, New York, New York 10005, (212) 269-5550 (collect) or
(800) 290-6427 (toll free), or milagro@dfking.com.

                         About Milagro Oil

Milagro Oil & Gas, Inc., is an independent energy company based in
Houston, Texas that is engaged in the acquisition, development,
exploitation, and production of oil and natural gas.  The
Company's historic geographic focus has been along the onshore
Gulf Coast area, primarily in Texas, Louisiana, and Mississippi.
The Company operates a significant portfolio of oil and natural
gas producing properties and mineral interests in this region and
has expanded its footprint through the acquisition and development
of additional producing or prospective properties in North Texas
and Western Oklahoma.

Milagro Oil disclosed a net loss of $33.39 million in 2012, a net
loss of $23.57 million in 2011 and a net loss of $70.58 million in
2010.

Deloitte & Touche LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company is not in compliance with certain covenants of its 2011
Credit Facility, and all of the Company's debt is classified
within current liabilities as of Dec. 31, 2012.  The Company's
violation of its debt covenants, combined with its financing needs
and negative working capital position, raise substantial doubt
about its ability to continue as a going concern.

The Company's balance sheet at March 31, 2013, showed
$496.49 million in total assets, $461.55 million in total
liabilities, $235.97 million in redeemable series A preferred
stock, and a $201.03 million total stockholders' deficit.

                         Bankruptcy Warning

"The Company is currently exploring a range of alternatives to
reduce indebtedness to the extent necessary to be in compliance
with the maximum leverage ratio.  Alternatives that were
considered include using cash flow from operations or issuances of
equity and debt securities, reimbursements of prior leasing and
seismic costs by third parties who participate in our projects,
and the sale of interests in projects and properties.  As another
alternative, the Company has recently launched a private exchange
offering to exchange a portion of the Notes for equity, cash and
new notes.  If the conditions to the Exchange Offer are not
achieved, the Company will be unable to consummate the
restructuring.  As a result, the lenders under the 2011 Credit
Facility may accelerate their debt, which would also cause a
default and acceleration of the debt under the Notes, all of which
will have a material adverse effect on our liquidity, business and
financial condition and may result in the Company's bankruptcy or
the bankruptcy of its subsidiaries."

                           *     *     *

As reported by the TCR on May 24, 2013, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Houston-
based Milagro Oil & Gas Inc. to 'CC' from 'CCC-'.

"We lowered the corporate credit and senior unsecured ratings to
'CC' to reflect the potential for a selective default on Milagro's
$250 million 10.5% senior secured notes due 2016, due to certain
aspects of the company's exchange offer that would constitute a
distressed exchange under our criteria," said Standard & Poor's
credit analyst Christine Besset.


MORGANS HOTEL: Stockholders Elect Seven Directors
-------------------------------------------------
Morgans Hotel Group Co. held its reconvened 2013 annual meeting of
stockholders on June 14, 2013, at which the stockholders:

   (1) elected seven nominees as directors for one-year terms
       expiring at the Company's 2014 Annual Meeting of
       Stockholders: John D. Dougherty, Jason T. Kalisman, Mahmood
       Khimji, Jonathan Langer, Andrea L. Olshan, Michael E.
       Olshan and Parag Vora;

   (2) ratified the appointment of BDO USA, LLP, as the Company's
       independent registered public accounting firm for the
       fiscal year ending Dec. 31, 2013;

   (3) did not approve, by an advisory vote, the compensation paid
       to the Company's named executive officers; and

   (4) approved the stockholder proposal presented by OTK to
       repeal any provision of the Company's By-laws in effect as
       of the 2013 Annual Meeting that was not effective as of
       March 15, 2013.

Since there were no amendments to the Company's By-Laws between
March 15, 2013, and the 2013 Annual Meeting of Stockholders, this
proposal has no effect on the Company's By-Laws.

Meanwhile, the indenture governing the Company's 2.375 percent
Senior Subordinated Convertible Notes due 2014 provides that upon
the occurrence of a Change of Control in certain circumstances,
the holders of the Notes have the right to require the Company to
purchase their Notes at a price and during the period specified in
the Indenture.  Prior to the 2013 Annual Meeting, a majority of
the Continuing Directors adopted a resolution approving the
nomination of OTK's nominees for election to the Board at the 2013
Annual Meeting solely for the purpose of assuring that OTK's
nominees constitute Continuing Directors under the Indenture.
That action ensured that the election of OTK's nominees at the
2013 Annual Meeting did not constitute a Change of Control.

                    About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company incurred a net loss attributable to common
stockholders of $66.81 million in 2012, a net loss attributable to
common stockholders of $95.34 million in 2011, and a net loss
attributable to common stockholders of $89.96 million in 2010.

The Company's balance sheet at March 31, 2013, showed $583.62
million in total assets, $731.82 million in total liabilities,
$6.32 million in redeemable noncontrolling interest of
discontinued operations and a $154.52 million total deficit.


MOORE FREIGHT: Has Until July 25 to File Ch. 11 Plan
----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee,
Nashville Division, extended the exclusive period during which
Moore Freight Service, Inc. and G.R.E.A.T. Logistics, Inc., have
the sole right to file a plan of reorganization until July 25,
2013, and the exclusive period during which the Debtors have the
sole right to confirm a plan of reorganization until Sept. 23.

Barbara D. Holmes, Esq., Glenn B. Rose, Esq., and Craig V.
Gabbert, Esq., at Harwell Howard Hyne Gabbert & Manner, P.C., in
Nashville, Tennessee, represent the Debtors.

                    About Moore Freight Service
                      and G.R.E.A.T. Logistics

Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. sought
Chapter 11 protection (Bankr. M.D. Tenn. Case Nos. 12-08921 and
12-08923) in Nashville on Sept. 28, 2012.  Moore Freight is a
freight service company specializing in flat gas transportation.
Founded in 2001, Moore is the largest commercial flat glass
logistics firm in the U.S.  It operates in the U.S., Canada and
Mexico.  GLI does not have any operations other than the limited,
occasional freight brokerage services currently provided to Moore
Freight.

Bankruptcy Judge Keith M. Lundin oversees the cases.  Attorneys at
Harwell Howard Hyne Gabbert & Manner PC serve as counsel.  LTC
Advisory Services LLC serves as the Debtor's financial advisors.
Moore Freight estimated assets and debts of $10 million to $50
million.  CEO Dan R. Moore signed the petitions.

Counsel for the Debtor's pre-bankruptcy and DIP lender, Marquette
Transportation Finance, Inc., are Linda W. Knight, Esq., at
Gullett, Sanford, Robinson & Martin, PLLC; and Thomas J. Lallier,
Esq., at Foley & Mansfield PLLP.


MOSS FAMILY: May Use Cash Collateral Thru Aug. 30
-------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
entered a fifth interim order allowing Moss Family Limited
Partnership, et al., to access cash collateral through Aug. 30,
2013.

The Court entered its ruling on May 20, 2013, with the
understanding that lender Fifth Third Bank has not yet approved
the proposed 2013 proposed budget presented by the Debtor, but has
allowed the Debtors to operate under the 2013 Budget while the
parties discuss their issues.

All of the Lender's rights are reserved and preserved regarding
the 2013 Budget.

All other terms of the Second Interim Order remain in full force
and effect.

A further hearing on the use of cash collateral has been scheduled
for Aug. 6, 2013, at 10:30 a.m. South Bend time.

                         About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter
11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on
July 17, 2012.  Judge Harry C. Dees, Jr., presides over the case.
Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C.,
represents the Debtors.  Moss Family disclosed $6,609,576 in
assets and $6,299,851 in liabilities as of the Chapter 11 filing.


MPF HOLDING: Preference Suit Against Mustang Dismissed
------------------------------------------------------
Bankruptcy Judge Jeff Bohm dismissed the adversary proceeding Jeff
Compton, Litigation Trustee of the MPF Litigation Trust, brought
to recover alleged preferential payments made to defendant Mustang
Engineering Ltd.

Mustang filed a renewed motion to dismiss, which alleges that (1)
the debtor assumed and assigned its contract with Mustang pursuant
to section 365 of the Bankruptcy Code, and thus is barred as a
matter of law from now pursuing a preference action against
Mustang; and (2) even if the debtor did not assume and assign its
contract with Mustang, the preference action was, nevertheless,
released pursuant to the debtors' confirmed reorganization plan.

Judge Bohm agrees with Mustang and held that the Litigation
Trustee lacks standing to bring this preference avoidance action.

On May 8, 2007, Mustang, as subcontractor, entered into an
agreement with Dragados Offshore, S.A., as contractor, whereby
Mustang agreed to provide engineering and design work related to
the construction of a floating vessel capable of drilling,
producing, storing, and offloading oil, gas, and other minerals.
On June 13, 2008, Mustang, Dragados Offshore, S.A., and MPF Corp.
Ltd. entered into a novation agreement related to the Original
Contract whereby MPF agreed to replace Dragados Offshore as
contractor.

On Sept. 23, 2010, the Litigation Trustee initiated the adversary
proceeding, alleging the receipt of avoidable preferences by
Mustang in the amount of "not less than" $4,359,322.

The case is Jeff Compton, Litigation Trustee of the MPF Litigation
Trust, Plaintiff, v. Mustang Engineering Ltd., Defendant, Adv.
Proc. No. 10-03477 (Bankr. S.D. Tex.).  A copy of Judge Bohm's
June 18, 2013 Memorandum Opinion is available at
http://is.gd/q1xBWgfrom Leagle.com.

                         About MPF Corp.

Bermuda-based MPF Corp. Ltd. -- http://www.mpf-corp.com/--
engaged in deep water oil and gas exploration.  The Company was
established on April 25, 2006.  The company and debtor-affiliate
MPF Holding US LLC filed separate petitions for Chapter 11 relief
on Sept. 24, 2008 (Bankr. S.D. Tex. Case Nos. 08-36086 and
08-36084).  MPF-01 followed on Sept. 25, 2008.

D. Bobbitt Noel, Jr., Esq. at Vinson & Elkins LLP, represented
the Debtors as counsel.  MPF estimated assets and debts of
$100 million to $500 million in its Chapter 11 petition.  The
Bermuda Proceedings and the Chapter 11 cases in the U.S. ran
as parallel proceedings.

On June 16, 2010, the Court entered an order approving the
Debtors' amended disclosure statement and confirming the Debtors'
amended joint plan of reorganization.  The Plan was declared
effective August 9, 2010.

The Plan provided for the sale of the acquired assets to Cosco
Dalian Shipyard Co. Ltd., MPF's largest vendor, pursuant to the
assignment and purchase agreement.  The essential terms of the
agreement includes: a) a cash payment of $104,000,000 to MPF and
MPF-01 on the closing date, in full; b) assumption of certain
liabilities; and c) release MPF-01 from its obligation to pay the
cure amount under a contract with Cosco.

The Plan allows for the appointment of a litigation trustee to
oversee and administer a post-confirmation litigation trust.  The
purpose of the trust is to liquidate claims to pay allowed
unsecured claims pursuant to the Plan.


MPG OFFICE: Sells U.S. Bank Tower & Westlawn Garage for $367.5MM
----------------------------------------------------------------
MPG Office Trust, Inc., completed the sale of US Bank Tower and
the Westlawn Garage, each located in Downtown Los Angeles, CA, to
Beringia Central LLC, an indirect wholly owned subsidiary of
Overseas Union Enterprise Limited.

The purchase price was $367.5 million.  Pursuant to recently
negotiated agreements with the unaffiliated Operating Partnership
unit holders, the tax protection on this asset expired on June 17,
2013.  Net proceeds from the transaction were approximately $103
million and will be available for general corporate purposes.

                       About MPG Office Trust

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

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

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

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

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

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

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


MUNICIPAL MORTGAGE: Extends Forbearance with Merill Until Aug. 1
----------------------------------------------------------------
Municipal Mortgage & Equity, LLC, and its affiliates, on June 17,
2013, entered into an amendment to their forbearance agreement
with Merrill Lynch Capital Services, Inc., and Merrill Lynch,
Pierce, Fenner & Smith Incorporated.  The amendment (i) extends
the term of the Forbearance Period from the earlier of June 30,
2013, or satisfaction of the Forbearance Release Terms to the
earlier of Aug. 1, 2013, or satisfaction of the Forbearance
Release Terms, and (ii) extends the collateral posting requirement
set forth in Section 3(e)(vi) of the forbearance agreement from
June 29, 2013, to July 30, 2013.

At an annual shareholder meeting held on June 18, 2013, the
Company announced that based on management estimates, rising
interest rates so far this quarter have generated mark-to-market
losses on the Company's fixed rate multifamily performing bonds.
Those losses have ranged as high as $10 million, but at June 14,
2013, were less than that based on the Company's standard
valuation models.  Because interest rates continue to be volatile
and because of potential valuation changes in bonds that are
valued based on the value of the underlying real estate, the value
of the bond portfolio is subject to further change, either up or
down, by quarter-end.

A copy of the Amended Forbearance Agreement is available at:

                        http://is.gd/lbAy0s

                      About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, KPMG LLP, in
Baltimore, Maryland, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has been negatively impacted by
the deterioration of the capital markets and has liquidity issues
which have resulted in the Company having to sell assets and work
with its creditors to restructure or extend its debt arrangements.

The Company's balance sheet at March 31, 2013, showed
$1.79 billion in total assets, $1.07 billion in total liabilities
and $725.06 million in total equity.


MUSCLEPHARM CORP: Has 1.7 Million Common Shares Resale Prospectus
-----------------------------------------------------------------
MusclePharm Corporation registerd with the Securities and Exchange
Commission an aggregate of 1,740,691 shares of common stock,
$0.001 par value per share, for resale by Alder Capital Partners
I, LP, The Feinberg Family Trust, Melachdavid Inc, et al., of
which 703,236 were issued to them in the March 2013 Private
Placement, 100,000 shares were issued in a May 2013 Private
Placement, 150,000 were issued in a June 2013 Private Placement
and an aggregate of 787,455 of which were issued pursuant to three
consulting agreements.

The Selling Shareholders will receive all of the net proceeds from
the offering of their shares.

The Company's common stock is presently quoted on the OTCBB under
the symbol "MSLP.OB".  On June 11, 2013, the last reported sale
price for the Company's common stock on the OTC QB was $10.74 per
share.

A copy of the Form S-1 registration statement is available at:

                        http://is.gd/RKlteV

                          About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.  The Company's
balance sheet at March 31, 2013, showed $20.53 million in total
assets, $13.31 million in total liabilities and $7.22 million in
total stockholders' equity.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


NATIONAL ENVELOPE: Proposes Richards Layton as Counsel
------------------------------------------------------
NE OPCO, Inc., and NEV Credit Holdings, Inc., seek approval to
employ Richards, Layton & Finger, P.A., as their bankruptcy
counsel under an evergreen retainer, nunc pro tunc to June 10,
2013.

The principal professionals and paraprofessionals designated to
represent the Debtors and their current standard hourly rates are:

     Professional              Hourly Rate
     ------------              -----------
     Mark D. Collins              $775
     John H. Knight               $675
     Paul N. Heath                $600
     Michael J. Merchant          $600
     Robert C. Maddox             $375
     Tyler D. Semmelman           $375
     William A. Romanowicz        $250
     Rebecca Speaker              $215

Prior to the Petition Date, the Debtors paid Richards Layton a
total retainer of $450,000.

                    About National Envelope

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

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

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

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

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

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

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


NATIONAL ENVELOPE: Proposes Epiq as Administrative Advisor
----------------------------------------------------------
NE OPCO, Inc., and NEV Credit Holdings, Inc., ask the bankruptcy
court for approval to employ Epiq Systems as administrative
advisor, nunc pro tunc to the Petition Date.

As administrative advisor, Epiq will, among other things, gather
data in conjunction with the preparation of the schedules of
assets and liabilities, assist the Debtors in managing the claims
reconciliation and objection process, and provide balloting and
solicitation services.

The Debtors paid Epiq a retainer of $15,000.

The Debtors earlier sought approval to employ Epiq as claims
agent.

For its role as claims agent and administrative advisor, Epiq will
charge the Debtors at these rates:

   Position                                  Hourly Rate
   --------                                  -----------
Clerical                                     $35 to $50
Case Manager                                 $60 to $95
IT/ Programming                              $80 to $150
Senior Case Manager                         $100 to $140
Consultant                                  $120 to $170
Senior Consultant                           $175 to $225
Senior Managing Consultant                  $230 to $270
Communication Counselor                     $250 to $295

For its noticing services, Epiq will charge $50 per 1,000 e-mails,
and $0.10 per page for facsimile noticing.  For database
maintenance, the firm will charge $0.10 per record per month, with
fees for the first three months waived.  For-online claim filing
services, Epiq will charge $600 per 100 claims filed.  For its
solicitation and balloting services, Epiq will charge $325 per
hour for work provided by the executive vice president and the
standard hourly rates for other associates.

                    About National Envelope

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

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

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

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

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

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

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


NATIONAL ENVELOPE: Wants Aug. 9 Extension for Schedules
-------------------------------------------------------
NE OPCO, Inc., and NEV Credit Holdings, Inc., ask the Court to
extend their deadline to file their schedules of assets and
liabilities, statement of financial affairs and schedules of
executory contracts by 30 days, through and including Aug. 9,
2013.

The Debtors' employees and professional advisors are working
diligently and expeditiously to prepare the schedules.  But the
Debtors cite, among other things, the sale process that will
require the time and attention of the Debtors' management,
employees, and advisors.

                    About National Envelope

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

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

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

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

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

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

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


NATIONAL ENVELOPE: Proposes PwC as Financial Advisor
----------------------------------------------------
NE OPCO, Inc., and NEV Credit Holdings, Inc., ask the bankruptcy
court for approval to employ PricewaterhouseCoopers LLP as
financial advisor, nunc pro tunc to the Petition Date.

PwC will assist the Debtors in discussions with various creditors,
lenders and investors, as the case may be, and will assist in the
continued marketing and sale of the Debtors' assets.

As compensation for its financial advisory services, PwC will
receive:

   * payment of fees and expenses based upon these hourly rates:

        Professional Level             Range
        ------------------             -----
        Partners/Principal          $700 to $800
        Director/ Senior Manager    $500 to $600
        Manager                     $400 to $500
        Senior Associate            $300 to $400
        Associate                   $200 to $300
        Para-professional Staff     $110 to $150

   * reimbursement for reasonable out-of-pocket expenses.

Prepetition, PwC received payment of $400,000 for fees and
expenses incurred or expected to be incurred.  PwC anticipates
that $5,000 to $10,000 was unpaid but the firm will waive any
rights of collection against these services.  PwC will also waive
a $30,000 claim for prepetition auditing services.

                    About National Envelope

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

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

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

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

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

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

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


NATIONAL TELEREP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: National Telerep Marketing Systems, Ltd.
          dba National Advertisers Accounting
        201 West Prospect
        Mount Prospect, IL 60056

Bankruptcy Case No.: 13-25077

Chapter 11 Petition Date: June 18, 2013

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Janet S. Baer

Debtor's Counsel: William J Factor, Esq.
                  THE LAW OFFICE OF WILLIAM J. FACTOR, LTD
                  1363 Shermer Road, Suite 224
                  Northbrook, IL 60062
                  Tel: (847) 239-7248
                  Fax: (847) 574-8233
                  E-mail: wfactor@wfactorlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company?s 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/ilnb13-25077.pdf

The petition was signed by David Dini, president.


NAVISTAR INTERNATIONAL: Rights Agreement to Expire by Aug. 31
-------------------------------------------------------------
Navistar International Corporation and Computershare Shareowner
Services LLC, as Rights Agent under the Rights Agreement, dated as
of June 19, 2012, entered into Amendment No. 4 to the Rights
Agreement.  The Amendment No. 4 amends and restates Section 7(a)
of the Rights Agreement in order to extend the expiration date of
the Rights Agreement from June 18, 2013, to Aug. 31, 2013.  A copy
of the Amendment No.4 is available for free at http://is.gd/CwAJi1

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.  As of April 30, 2013, the Company had $8.72 billion in
total assets, $12.36 billion in total liabilities and a $3.64
billion total stockholders' deficit.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 19, 2013, Standard & Poor's Ratings
Services said it lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'B-' from 'B'.  The rating downgrades reflect S&P's negative
reassessment of NAV's business risk profile to "vulnerable" from
"weak".

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NEXSTAR BROADCASTING: Moody's Rates Proposed Debt Facility 'Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
first lien credit facility of Nexstar Broadcasting, Inc. The
company plans to use proceeds primarily to fund the acquisition of
Communications Corporation of America and White Knight
Broadcasting (CCA).

Moody's also affirmed Nexstar's B2 corporate family rating and
adjusted other instrument ratings and LGD point estimates as
shown.

Nexstar Broadcasting, Inc.

  Corporate Family Rating, Affirmed B2

  Probability of Default Rating, Affirmed B2-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-2

  8.875% Second Lien Bonds, Affirmed B3, LGD adjusted to LGD5,
  71% from LGD4, 65%

  6.875% Senior Unsecured Bonds, Affirmed Caa1, LGD6, 91%

  Senior Secured First Lien Term Loans, Assigned Ba3, LGD2, 24%

  Senior Secured First Lien Credit Facility, Downgraded to Ba3,
  LGD2, 24% from Ba2, LGD2, 19%

  Outlook, Remains Positive

Rocky Creek Communications, Inc.

  Senior Secured First Lien Term Loan, Assigned Ba3, LGD2, 24%

  Outlook, Positive

Ratings Rationale:

Moody's estimates that the debt-funded transaction will increase
Nexstar's leverage to approximately 5.5 times debt-to-EBITDA on a
two year average basis from approximately 5 times as of the twelve
months ended March 31 (two year average, pro forma for recent
acquisitions and related financing). Incorporating expected
synergies would reduce two year average leverage to about 5.2
times debt-to-EBITDA, and Moody's expects the company to achieve
these synergies within the first year of the acquisition.

The incremental debt will likely delay debt reduction and slow the
trajectory to lower leverage. However, Moody's continues to
believe the company could achieve sustained two year average
leverage below 4.75 times debt-to-EBITDA, the trigger laid out for
an upgrade, by the end of 2014, supporting the positive outlook.
Furthermore, the acquisition expands the company's scale and
enhances geographic diversification, with the addition of nineteen
television stations and seven associated digital sub-channels in
ten markets, seven of which are new markets. The combination also
creates two new duopolies and adds five duopolies, supporting
continued strong EBITDA margins.

Moody's assigned a Ba3 to the proposed first lien term loans of
Nexstar and Rocky Creek Communications, Inc. (Rocky Creek), a
newly created borrowing entity holding the licenses for two of the
acquired stations. The Rocky Creek term loan will have guarantees
from Nexstar, but Rocky Creek will not guarantee the Nexstar
loans. However, given the modest size of the Rocky Creek term loan
(less than $20 million) and the modest amount of cash flow the two
stations generate relative to overall Nexstar cash flow, Moody's
ranks the Nexstar debt and the Rocky Creek debt pari passu in our
waterfall of liabilities. Moody's also lowered the rating on
Nexstar's existing first lien credit facility to Ba3 from Ba2 due
to the increase in first lien debt, which now comprises a larger
portion of the overall liability structure.

Nexstar's B2 corporate family rating incorporates its high, albeit
improved, leverage, which poses challenges for managing a business
vulnerable to advertising spending cycles. However, Moody's
anticipates synergies related to the proposed acquisitions,
continued expansion of retransmission and e-Media related cash
flow (even after rising payments to the networks) and modest
growth in core advertising revenue, together with some debt
repayment, will facilitate an improvement in the credit profile.
Geographic and network diversity diminishes vulnerability to
regional economic downturns and to the success of content of any
particular network, but the company remains susceptible to
economic conditions and faces continued competition for
advertising dollars related to media fragmentation. Good liquidity
also supports the rating, particularly important given the need to
integrate acquisitions, though Moody's considers synergies
achievable at modest cost and with low operational risk.

The positive outlook reflects the potential for an upgrade to B1
based on continued improvement in the credit profile from the
combination of ongoing core EBITDA growth on a two-year average
basis, debt reduction and accretive acquisitions.

Moody's would consider an upgrade based on expectations for
sustained two-year leverage below 4.75 times debt-to-EBITDA,
sustained positive free cash flow-to-debt in the high single-digit
percent range, and continued modest growth in core advertising
revenue and expansion of the e-Media business. An upgrade would
also require maintenance of good liquidity.

The outlook could revert to stable based on expectations for
sustained two-year leverage remaining above 5 times debt-to-
EBITDA, whether due to weak ad demand, operational challenges or
debt funded dividends or acquisitions. Moody's would consider a
downgrade based on expectations for sustained two-year average
debt-to-EBITDA above 6 times and free cash flow-to-debt below 3%.
Deterioration of the liquidity profile could also trigger a
downgrade.

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

Based in Irving, Texas, Nexstar owns, operates, programs or
provides sales and other services to 72 television stations in 41
markets. The expected acquisition of CCA stations will expand its
operation to 91 television stations in 48 markets with estimated
two year average revenue of about $600 million.


NORTEL NETWORKS: Announces Closure of Share Transfer Registers
--------------------------------------------------------------
Nortel(i) Networks Corporation and Nortel Networks Limited  on
June 20 disclosed that, effective as of 5:00 p.m. (E.S.T.) on
June 28, 2013 (the Effective Time), the share transfer registers
for NNC's common shares and NNL's preferred shares will be closed,
as described in the attached notice.  Consequently, after the
Effective Time Nortel will no longer accept or register transfers
of NNC common shares and NNL preferred shares.  In addition, as of
the Effective Time, Computershare Trust Company of Canada will
cease acting as registrar and transfer agent of NNC's common
shares and NNL's preferred shares.

This action is being taken as a result of the determination by
Ernst & Young Inc., the court- appointed monitor in Nortel's
creditor protection proceedings under the Companies' Creditors
Arrangement Act (CCAA), that the costs of maintaining the share
transfer registers and continuing transfer agency services can no
longer be justified having regard to the current stage of the CCAA
proceedings, the discontinuance of financial reporting by NNC and
NNL and the cease trade orders issued by various Canadian
securities regulatory authorities as a consequence thereof, and
the previously disclosed view that equity holders of NNC and NNL
are expected to receive no value for their shares and such shares
will ultimately be cancelled in the CCAA proceedings.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.


NORTH TEXAS HOUSING: S&P Removes 'BB+' Rating From CreditWatch Neg
------------------------------------------------------------------
Standard & Poor's Ratings Services removed from CreditWatch with
negative implications its 'BB+' long-term rating on North Texas
Housing Finance Corp.'s single-family mortgage revenue bonds,
series 1984, and simultaneously lowered that rating to 'CCC'
from 'BB+'.  The liabilities consist of capital accumulator bonds,
which are primarily secured by a pool of single-family mortgage
loans.  The outlook is negative.

S&P placed this issue on CreditWatch with negative implications
earlier this year based on a lack of information sufficient to
complete its review despite multiple attempts to obtain the
information from various parties.  Subsequently, S&P received such
information and were thus able to complete its review.

"This downgrade is necessitated by the issue's low and
deteriorating asset-liability parity, which will, in our opinion,
impair the payment of principal and interest on the bonds at
maturity," said Standard & Poor's credit analyst Adam Cray.

As of April 30, 2013, S&P has calculated parity for this issue of
92%.  Consequently, upon bond maturity in 2016, funds will likely
be insufficient to cover 100% of the par outstanding.  Moreover,
parity is deteriorating over time.  As S&P has noted in previous
articles, the rate at which the bonds are accreting in value is
greater than the interest rates on the investments constituting
the issue's assets, thus depleting parity as the bonds approach
maturity.  As this occurs, S&P may lower the rating on the bonds
to reflect significant increases in credit risk.


OLIN CORP: S&P Raises Corp. Credit Rating to 'BB+'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Olin Corp. to 'BB+' from 'BB'.  The outlook is
stable.

At the same time, S&P raised its issue-level ratings on the
company's unsecured debt to 'BB+' from 'BB-' and revised its
recovery ratings to '4' from '5'.  The '4' recovery rating
indicates S&P's expectation of average (30% to 50%) recovery
in the event of payment default.

"The upgrade reflects our expectation that Olin's operating
performance will continue to improve gradually, supported by
strength in the company's Winchester ammunition business and the
growth of the company's bleach and aqueous hydrochloric acid sales
within the chlor-alkali business," said Standard & Poor's credit
analyst Seamus Ryan.  "We also expect growth in these businesses
to partially mitigate the impact of the volatility of the
company's core chlor-alkali business over time," he added.

The ratings on Olin reflect S&P's view of the company's
established market positions in the chlor-alkali industry, good
profitability, and "strong" liquidity.  S&P also bases its ratings
on its belief that management will continue to be financially
prudent in terms of growth spending and use of debt leverage.
However, the company is also subject to cyclicality stemming from
its large chlor-alkali operations.  S&P characterizes Olin's
business risk profile as "fair" and its financial risk profile as
"intermediate."

The stable outlook reflects S&P's expectation that Olin's
operating results will improve gradually over the next year to
support strong liquidity and financial metrics appropriate for the
ratings.  S&P also expects that management will maintain prudent
financial policies that will support credit quality.

S&P could lower the ratings if revenue, pro forma for the K.A.
Steel acquisition, declines by at least 5% and EBITDA margins
decline by over 300 basis points over the next year, leading to
FFO to debt below 25%, with no near-term prospects for
improvement.  Such a scenario could occur if weak caustic soda and
chlorine demand causes ECU pricing to fall, and the growth of
Olin's bleach and HCl sales falters.  S&P could also the lower
ratings if the company increases debt to fund acquisitions or
growth spending without offsetting improvements to the business
risk profile.

Because of Olin's concentration in the cyclical commodity chlor-
alkali industry, S&P views a higher rating as less likely over the
next year.  To consider higher ratings, S&P would expect the
company to commit to maintaining a more conservative financial
profile to offset this cyclicality.  S&P could also consider
higher ratings if the company significantly diversifies its
earnings into more stable business lines.


ONCURE HOLDINGS: Section 341(a) Meeting Scheduled for Aug. 2
------------------------------------------------------------
David L. Buchbinder, Esq., a trial attorney with the Office of the
United States Trustee in Wilmington, Delaware, sent a notice to
the Court that a meeting of creditors in the bankruptcy case of
OnCure Holdings, Inc., will be held on Aug. 2, 2013, 11:00 a.m.

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

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

                       About 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.  Bradford C. Burkett signed the petition as CEO.  On the
Petition Date, the Debtors disclosed total assets of $179,327,000
and total debts of $250,379,000.

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: Bankruptcy Court Approves First Day Motions
-----------------------------------------------------------
Orchard Supply Hardware Stores on June 19 disclosed that the U.S.
Bankruptcy Court for the District of Delaware has approved all of
the First Day Motions related to its voluntary Chapter 11 process
initiated June 17, 2013.  These motions collectively will enable
the Company to continue operating its business as usual as it
completes its Chapter 11 case.

Among the approved motions, the Court granted Orchard access to
$177 million in debtor in-possession financing from Wells Fargo
Bank, the Company's existing ABL lender, and its Term Loan
Lenders.  This financing, in addition to Orchard's ongoing cash
flow, will ensure the Company is able to continue meeting its
financial obligations throughout the Chapter 11 case.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that late June 18, the company gave the bankruptcy judge
in Delaware papers for formal approval of interim financing.  The
papers were modified to incorporate comments from June 18 hearing.
Orchard Supply sought interim approval of a $124.3 million loan,
increasing to $164.3 million at a final financing hearing.

The Court also approved motions giving Orchard authority to, among
other things, pay employee wages and benefits as usual throughout
the Chapter 11 process, including health and medical benefits,
paid time off, expense reimbursement and other incentive programs
as well as maintain its Club Orchard customer rewards program,
continue coupons and promotions, honor its gift cards and
otherwise serve its customers as usual.  Additionally, Orchard was
granted approval to accept bids from companies to manage store
closing sales for an initial eight stores, with potential
additional stores to be determined as the Chapter 11 process
continues.

"The motions approved [Wednes]day will help ensure we continue to
operate our business as usual and uphold our commitments to all of
our stakeholders while we work to achieve our financial
objectives," said Mark Baker, Orchard President and Chief
Executive Officer.  "This is a very important milestone in the
Chapter 11 process, and we thank the Court for its careful
consideration of our requests.  We are confident that Orchard is
on the right path for long-term success through the actions we are
taking with our business and certain stores.  We are grateful for
the support we have received from our lenders, associates,
customers and supplier partners as we work to achieve a
sustainable capital structure for our business."

Orchard previously announced June 17, 2013, that it has reached an
agreement through which Lowe's Companies, Inc. will acquire the
majority of its assets for $205 million in cash, plus the
assumption of payables owed to nearly all of Orchard's supplier
partners.  To facilitate the sale and restructure its balance
sheet, Orchard filed voluntary Chapter 11 petitions in the United
States Bankruptcy Court for the District of Delaware.  The
agreement with Lowe's comprises the initial stalking horse bid in
the Court-supervised auction process under Section 363 of the
Bankruptcy Code.

Under the terms of the agreement, Orchard will operate as a
separate, standalone business at the completion of the sale
process, retaining its brand, management team and associates.  The
Company also will benefit from the financial stability of its new
corporate parent which, combined with the benefits of its balance
sheet restructuring, will allow Orchard to continue its
repositioning and growth strategy.

                        Liquidators

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Orchard Supply Hardware Stores Corp. received
approval to hold an auction to select liquidators who will conduct
going-out-of-business sales at as many as 30 of the 91 hardware
stores.

As reported in the June 19 edition of the TCR, Orchard Supply has
sought approval to implement store closing sales for eight
underperforming stores.  The agency agreement with the liquidators
contains a put option that allows the Debtors to identify up to 22
additional stores to be included in the closing sales.

The Debtors selected a joint venture comprised of Hilco Merchant
Resources, LLC and Gordon Brothers Retail Partners, LLC, to act as
the stalking horse liquidator.  But the deal with Hilco and Gordon
is subject to higher and better offers.  The Debtors will
entertain other offers on these terms:

   -- Deadline for initial bids is on June 25, 2013 at 4:00 p.m.

   -- Offers must provide for a minimum of a 74 percent guaranty
      percentage.

   -- An auction will be conducted on June 27 at 10:00 a.m.

   -- A sale hearing will be conducted on June 28.

                      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.

Orchard Supply has signed a deal to sell at least 60 of 91 stores
to Lowe's Companies, Inc., absent higher and better offers.

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: Says Equity Holders Out of the Money
----------------------------------------------------
Orchard Supply Hardware Stores on June 19 said has noticed high
trading volume in Orchard's Class A Common Stock and Series A
Preferred Stock following its filing of Chapter 11 with the U.S.
Bankruptcy Court on June 17, 2013.  Stockholders of a company in
Chapter 11 generally receive value only if all claims of the
company's secured and unsecured creditors are fully satisfied.  In
this case, Orchard's management strongly believes that it is
highly unlikely all such claims will be fully satisfied.
Accordingly, it is expected that the Company's equity holders will
experience a complete loss of their investment as a result of
Orchard's Chapter 11 bankruptcy proceedings.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that until Orchard Supply popped the bubble June 19, the
company's stock was beginning to look like it would retain value
seldom seen among bankrupt companies.

According to the report, before the hardware-store chain filed for
Chapter 11 reorganization on June 17, the common stock had been
trading for about $2 or less from mid-April until the end of May,
when it rose to $3.73 on June 3 in trading on the Nasdaq Stock
Market.  The stock fell back to $1.88 on June 14, the last trading
day before Orchard Supply's bankruptcy filing in Delaware.  The
first day in bankruptcy was a victory for stockholders, when the
stock gained 12 percent, closing at $2.11.  Although there was an
18 percent sell-off on June 18, the stock nonetheless ended the
day at $1.73.

Before the markets opened June 19, Orchard Supply issued the press
release that said it was "highly unlikely" creditors could be paid
in full, meaning that "equity holders will experience a complete
loss of their investment."

According to the report, the stock reacted to the announcement by
opening sharply lower, reaching an intraday low of 61 cents at
12:20 p.m., and closing at 71 cents, a 59 percent loss on the day.
Offers for unsecured claims indicate that full payment might not
be so far-fetched.  Claim buyers are offering 90 cents on the
dollar for general unsecured claims, according to Joe Sarachek, a
managing director of special situations at CRT Special Investments
LLC.

The report notes that the company is resolving a lawsuit that
could have been more expensive to defend than to settle.  Several
workers sued in state court accusing the company of violating
California wage and hour laws.  The company agreed to pay $800,000
to end the suit.  There will be a hearing in bankruptcy court on
July 15 to approve the settlement, worked out in December.

                      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.


ORECK CORP: Posts $5M Deficit During Last Three Weeks of May
------------------------------------------------------------
G. Chambers Williams III, writing for The Tennessean, reports that
Oreck Corp. posted a nearly $5 million cash flow deficit during
the last three weeks of May, after filing for Chapter 11
bankruptcy protection.

According to the report, Bill Norton, the Nashville attorney
representing Oreck in the Chapter 11 case, said the deficit was
related more to the bankruptcy itself than the company's overall
profitability.

"When a company enters bankruptcy, suppliers start requiring that
prepayments be made, which can be a real drain on cash because you
have to pay for something you haven't received yet," he said,
according to the report.  "It's also often common that companies
will resist making payments to a company in bankruptcy until they
know what's going on."

The report relates Mr. Norton said Oreck has begun seeing better
results in June.  "Things have turned around a bit because people
have begun to make payments," he said.

                         About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.

Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.   The Debtor estimated at least $10 million
in assets and liabilities as of the Chapter 11 filing.

Bradley Arant Boult Cummings LLP serves as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.

Oreck is seeking to sell itself at an auction on July 8.  Members
of the founding Oreck family, through the entity Oreck Acquisition
Holdings LLC, have submitted a bid of about $23 million to take
the company out of bankruptcy.  Competing bids are due July 1.


PARKLAND II: Updated Case Summary & Creditors' Lists
----------------------------------------------------
Lead Debtor: Parkland II
             3217 West Potomac
             Chicago, IL 60651

Bankruptcy Case No.: 13-25121

Chapter 11 Petition Date: June 18, 2013

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Janet S. Baer

Debtor's Counsel: Michael V. Ohlman, Esq.
                  GUNDERSON & THARP, LLC
                  308 West Erie, Suite 300
                  Chicago, IL 60654
                  Tel: (312) 626-2275
                  E-mail: mvohlman@ohlmanlaw.com

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

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

Affiliate that simultaneously filed separate Chapter 11 petition:

   Debtor                              Case No.
   ------                              --------
Parkland III, LLC                      13-25125
  Assets: $100,001 to $500,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by James Brettner, president.

A. A copy of Parkland II's list of its seven largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/ilnb13-25121.pdf

B. A copy of Parkland III, LLC's list of its seven largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/ilnb13-25125.pdf


PATHEON INC: S&P Revises Outlook to Stable & Affirms 'B+' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
pharmaceutical contract services provider Patheon Inc. to stable
from negative.  S&P affirmed its 'B+' corporate credit rating and
'B+' issue-level rating on Patheon's senior secured credit
facilities.  The outlook revision follows five quarters of year-
over-year EBITDA margin improvement, signaling that the
restructuring actions taken last year have yielded sustainable
results.

"We view Patheon's financial risk profile as "aggressive",
reflecting pro forma leverage of around 4.6x and FFO to total debt
that we expect to be around 15% in 2013 (excluding one-time
charges associated with the first-quarter Banner acquisitions and
debt refinancing)," said credit analyst Shannan Murphy.  "It also
reflects our view that Patheon is likely to pursue further debt-
funded acquisitions to grow the business.  We assess Patheon's
business risk as "weak", reflecting Patheon's relatively short
track record in improving operations and our view that the
contract manufacturing organization (CMO) industry is capital
intensive, highly fragmented, and competitive."

"Our rating outlook is stable, reflecting our expectation that
Patheon will sustain leverage in the mid-4x range and that FFO to
total debt will be in the mid- to high-teens on a normalized
basis.  We could lower the rating if leverage increases above 5x
for a sustained period of time.  In our view, this could occur if
the company is significantly more acquisitive than we currently
expect.  Assuming a 10x multiple on acquired EBITDA, we believe
that the current rating could support about $300 million in debt
financed acquisitions," S&P added.

"We could raise the rating if the company is able to sustain
leverage below 4x and improve FFO to total debt to above 20%.  In
our view, this could occur if Patheon is able to raise EBITDA
margins about 200 bps to around 16%.  While we believe that
Patheon could achieve these metrics within the next year, a higher
rating would also require us to believe that the company is
committed to maintaining these leverage levels, and that any
acquisitions would not meaningfully increase leverage," S&P noted.


PATRIOT COAL: Knighthead, Aurelius Negotiate Funding Plan
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Patriot Coal Corp. is negotiating for Knighthead
Capital Management LLC and Aurelius Capital Management LP to
provide seed money for a Chapter 11 reorganization by agreeing to
purchase hundreds of millions of dollars of securities not snapped
up by creditors in a rights offering.

According to the report, the coal producer scheduled a July 16
hearing for approval to pay expenses and fees incurred by
Knighthead and Aurelius during negotiations.  Between them, the
two investors have 54 percent of Patriot's senior notes and about
10 percent of the convertible notes.

Papers filed on June 18 with the U.S. Bankruptcy Court in St.
Louis didn't provide details on the rights offering or the
reorganization plan.

Mr. Rochelle notes that whether a company survives to be
reorganized is yet to be seen.  The mine workers union said its
members will take a strike vote this month in protest against wage
and benefit concessions the bankruptcy judge authorized Patriot to
implement.  Although bankruptcy law gives the judge power to
reduce wages and benefits, it doesn't allow the court to enjoin
workers from striking.

                       About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PATRIOT COAL: Can Employ Greenberg Traurig as Spl. Lit. Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri has
granted Patriot Coal Corporation, et al., authorization to employ
Greenberg Trauring, LLP, as special litigation counsel, nunc pro
tunc to May 1, 2013.

As reported in the TCR on May 29, 2013, Greenberg Traurig will
render, among others, these professional services:

   a. prepare, on behalf of the Debtors, all necessary and
      appropriate motions, proposed orders, other pleadings,
      notices and other documents in connection with certain
      federal black lung litigation;

   b. advise and assist the Debtors in connection with any
      settlements concerning the federal black lung litigation;
      and

   c. perform all other necessary or appropriate legal services.

To the best of the Debtors' knowledge, information and belief,
other than in connection with these chapter 11 cases and in prior
representations of the Debtors, Greenberg Traurig does not
represent or hold any interest adverse to the Debtors or to the
estates with respect to the Retained Matters on which Greenberg
Traurig is to be employed, except for de minimis amounts owed by
the Debtors for prepetition services rendered by Greenberg Traurig
totaling approximately $58,251.

The range of hourly rates for any Greenberg Traurig professional
working on any federal black lung litigation matter for the
Debtors is $305 per hour, or less.

                        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.


PENSON WORLDWIDE: Obtains Court Rulings; To Reject More Contracts
-----------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware entered a flurry of rulings on June 11, 2013, in
Penson Worldwide, Inc., and its affiliated debtors' Chapter 11
cases, ruling that:

-- the requirements of Section 345 (b) of the Bankruptcy Code and
    the U.S. Trustee's Operating Guidelines for Chapter 11 cases
    are waived on a further interim basis, through and including
    June 12, 2013, such that the Debtors are permitted to maintain
    their deposits in their Bank Accounts in accordance with their
    existing deposit practices.

-- the exclusive plan filing period for each Debtor is extended
    through and including July 12, 2013, and the exclusive
    solicitation period for each Debtor is extended through and
    including September 9, 2013, pursuant to Section 1121 (d) of
    the Bankruptcy Code.

-- the motion of Adamba Imports International, Inc. for relief
    from the automatic stay to permit continuation, prosecution
    and commencement, of its FINRA Arbitration against the
    Debtors is granted. Adamba's motion to file its motion under
    seal is also approved. If the Confirmation Order is not
    entered within 60 days, the Claimant will have the option to
    have its motion heard on the next available omnibus hearing
    date.

-- the Debtors' Second Omnibus (Substantive) Objection to claims
    is sustained. Disputed Claims are disallowed in their
    entirety, while others were disallowed in part. The hearing on
    the Objection is continued until July 10, 2013, 9:30 a.m. with
    respect to Claim No. 147 and 152 filed by Christopher K.
    Hehmeyer; Claim Nos. 183, 184 and 186-189 filed by Steven J.
    Rosendberg, Esq.; and Claim No. 28 filed by Thomson Reuters
    (Markets), LLC).

-- Regions Equipment Finance Corporation's motion for relief from
    the Automatic Stay and for Adequate Protection, in which
    Regions seek (a) stay relief with respect to the Equipment or
    (b) adequate protection payments to the extent the Debtor
    wants to retain the Equipment, is granted. The Stay is
    terminated so as to permit Regions to exercise all available
    rights and remedies with respect to Regions' interest in the
    Equipment, including but not limited to retrieving the
    Equipment and foreclosing upon the Equipment. Upon exercising
    their foreclosure rights, Regions will promptly reduce the
    amount of their claim to account for the value of the
    Equipment recovered by regions or proceeds obtained from the
    sale of any Equipment to a third-party.

The Court further entered a separate order on June 19, 2013,
deeming Adamba Imports' Claim No. $1,149,431.44 as timely filed
against Penson Financial Services, Inc., plus a claim in an
unliquidated amount for other compensatory damages. No party will
object on the Claims on the basis that these are tardily filed.

In other matters, the Debtors have filed a motion seeking the
court's authority to reject three executory contracts with
Internap (V10414) and one contract with AT&T, nunc pro tunc to
June 12, 2013, saying the Contracts are not a source of potential
value for the estates or creditors, and continued expense in
maintaining the Contracts and attempting to market the Contracts
would likely outweigh any consideration to be received from
assignees of the Contracts.  A hearing on the motion will be held
on July 10, 2013, at 9:30 a.m. Parties have until June 26, 2013,
at 4:00 p.m., to file objections.

Penson is represented by Kenneth J. Enos, Esq., Pauline K. Morgan,
Esq., Ryan M. Bartley, Esq., Ashley E. Markow, Esq., of Young
Conaway Stargatt & Taylor, LLP, and Andrew N. Rosenberg, Esq., and
Oksana Lashko, Esq., of Paul, Weiss, Rifkind, Wharton & Garrison
LLP.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PENSON WORLDWIDE: Files Amended Schedules of Assets and Debts
-------------------------------------------------------------
Penson Worldwide, Inc., and its affiliated debtors filed notices
of amendment to their schedules of assets and liabilities.

Full-text copies of the notices filed by:

-- Penson World Inc. to amend its Schedule F may be accessed for
   free at http://bankrupt.com/misc/PensonWW_Amended_SchedF.pdf

-- Nexa Technologies Inc. to amend its Schedule F may be accessed
   for free at http://bankrupt.com/misc/Nexa_Amended_SchedF.pdf

-- Penson Financial Services Inc. to amend its Schedules B and F
   may be accessed for free at:

         http://bankrupt.com/misc/PFSI_Amended_SchedB.pdf
         http://bankrupt.com/misc/PFSI_Amended_SchedF.pdf

-- Penson Futures to amend its Schedule F may be accessed for free
   At http://bankrupt.com/misc/PensonFutures_Amended_SchedF.pdf

Penson is represented by Kenneth J. Enos, Esq., Pauline K. Morgan,
Esq., Ryan M. Bartley, Esq., Ashley E. Markow, Esq., of Young
Conaway Stargatt & Taylor, LLP, and Andrew N. Rosenberg, Esq., and
Oksana Lashko, Esq., of Paul, Weiss, Rifkind, Wharton & Garrison
LLP.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PENSON WORLDWIDE: D&O Expense Reimbursement Sought
--------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Penson Worldwide's motion for an order permitting the Company's
current and former directors, officers and employees to seek
reimbursement and advancement of defense costs from the Debtors'
insurance providers.

As previously reported, "The Debtors have made these undertakings
to ensure that current and former employees are adequately
represented in connection with the Investigations, and the Debtors
believe they may be prejudiced in the Investigations if their
current and former employees do not have the benefit of
representation in connection with providing testimony to the
Regulators," the report said, citing court documents.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PREMIER INVESTMENTS: Case Summary & 7 Unsecured Creditors
---------------------------------------------------------
Debtor: Premier Investments, Inc.
        10136 Sandy Marsh Lane
        Orlando, FL 32832

Bankruptcy Case No.: 13-07502

Chapter 11 Petition Date: June 18, 2013

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

Judge: Cynthia C. Jackson

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

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

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

A list of the Company?s seven largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/flmb13-7502.pdf

The petition was signed by Kamlesh Vadher, president.


PREMIER NW: Default Judgment Granted In Favor of Franchisor
-----------------------------------------------------------
District Judge Richard W. Story granted the Plaintiffs' Motion for
Default Judgment in the civil action Holiday Hospitality
Franchising, LLC, et al. v. Premier NW Investment Hotels, LLC, et
al., Case No. 1:12-CV-3608-RWS (N.D. Ga.).

Filed in October 2012, the action alleges that Premier breached
its obligations under a license agreement by failing to (i) pay
fees due and owing to HHFL, and (ii) cease use of Plaintiffs'
HOLIDAY INN(R) marks in connection with its continued provision of
hotel services.

Premier and HHFL are parties to a license agreement dated December
1998 that authorized Premier to operate a HOLIDAY INN EXPRESS(R)
Hotel and Suites in Vancouver, Washington.  The Agreement
terminated in December 2010.

On review, the District Court finds that default judgment is
appropriate in the case.  "Plaintiffs are entitled to judgment in
their favor on each of the claims. However, a hearing on remedies
is appropriate before entry of judgment.  At the hearing, the
Court will determine the appropriate amount of damages and
attorney's fees to which to Plaintiffs are entitled.  The Court
will also determine injunctive relief that is appropriate," Judge
Story said.  The Plaintiffs are ordered to file a statement of
damages and a statement of attorney's fees without delay.

A copy of Judge Story's May 24, 2013 Order is available at
http://is.gd/3VPdTifrom Leagle.com.

Premier NW Investment Hotels, LLC filed for bankruptcy on March 3,
2011, in connection with its ownership and operation of its hotel.
The case was dismissed on Dec. 8, 2011 due to Premier's
unauthorized use of cash collateral.  On Jan. 11, 2013, Premier
filed a second bankruptcy petition, which was also dismissed on
Feb. 8, 2013 on the determination that Premier fild the bankruptcy
in bad faith.  That bankruptcy case was closed on March 4, 2013.

Plaintiffs Holiday Hospitality Franchising, LLC and Six Continents
Hotels, Inc. are represented by James White Faris, VI, Esq.,
Michael W. Tyler, Esq., and Robert Edward Buckley, Esq. of
Kilpatrick Townsend & Stockton, LLP.

Defendants Premier NW Investment Hotels, L.L.C. and Michael
Defrees are represented by Robert M. Ward, Esq.


PURIFIED RENEWABLE: Ethanol Plant Goes Up for Auction Aug. 8
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a non-operating ethanol plant in Buffalo Lake,
Minnesota, will be sold at auction on Aug. 8.  The bankruptcy
court approved sale procedures with bids due initially by July 31.
A hearing to approve the sale will take place Aug. 13.  No buyer
is yet under contract.

The report notes that secured lender West Ventures LLC, owed $17.8
million on a first-lien debt, is entitled to bid for the plant
using debt rather than cash.

The plant is capable of producing 18 million gallons a year.
However, it hasn't operated since 2010.  It's being held in a so-
called cold-idle condition.

                  About Purified Renewable Energy

Purified Renewable Energy filed a Chapter 11 petition (Bankr. D.
Minn. Case No. 13-41446) on March 25, 2013.  Clinton E. Cutler,
Esq., at Fredrikson & Byron, P.A., in Minneapolis, serves as
counsel.  The Debtor estimated at least $1 million in assets and
at least $10 million in liabilities.

Purified Renewable sought bankruptcy protection three days after
its ethanol plant in Buffalo Lake, Minnesota, shut down.  The
current owners exercised an option in November to buy the facility
from a cooperative named Minnesota Energy.


QUALITY DISTRIBUTION: Enters Into New $17.5MM Term Loan Facility
----------------------------------------------------------------
Quality Distribution, Inc.'s wholly owned subsidiaries, Quality
Distribution, LLC, and QD Capital Corporation, have issued notice
that they will redeem $22.5 million in aggregate principal amount
of their 9.875 percent Second-Priority Senior Notes due 2018 on
July 15, 2013.  The redemption price for the 2018 Notes will be
equal to 100 percent of the aggregate redemption amount of $22.5
million (plus accrued but unpaid interest up to the Redemption
Date) plus a 3.0 percent premium.  Net proceeds from the Term Loan
Facility, plus borrowings under QD LLC's existing revolving ABL
credit facility or cash on hand, will fund the redemption.

In connection with this activity, Quality also announced that QD
LLC's existing Credit Agreement has been amended to provide for a
new $17.5 million term loan facility.  Funding of the Term Loan
Facility will coincide with the note redemption.

"This attractively-priced Term Loan Facility provides us with
incremental borrowing capacity, thereby allowing us to
opportunistically reduce some of our higher cost debt earlier than
expected, while maintaining our solid liquidity position,"
commented Joe Troy, executive vice president and chief financial
officer.  "We remain committed to reducing leverage with our free
cash flow and will continue to evaluate options to enhance
shareholder value."

Additional information is available for free at:

                        http://is.gd/xElnoh

                    About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

Quality Distribution reported net income of $50.07 million for the
year ended Dec. 31, 2012, as compared with net income of $23.43
million in 2011.  The Company's balance sheet at March 31, 2013,
showed $510.52 million in total assets, $521.63 million in total
liabilities, and a $11.11 million total shareholders' deficit.

                        Bankruptcy Warning

According to the Company's annual report for the period ended
Dec. 31, 2012, the Company had consolidated indebtedness and
capital lease obligations, including current maturities, of $418.8
million as of Dec. 31, 2012.  The Company must make regular
payments under the ABL Facility and its capital leases and semi-
annual interest payments under its 2018 Notes.

The Company's 2018 Notes issued in the quarter ended Dec. 31,
2010, carry high fixed rates of interest.  In addition, interest
on amounts borrowed under the Company's ABL Facility is variable
and will increase as market rates of interest increase.  The
Company does not presently hedge against the risk of rising
interest rates.  The Company's higher interest expense may reduce
its future profitability.  The Company's future higher interest
expense and future redemption obligations could have other
important consequences with respect to the Company's ability to
manage its business successfully, including the following:

   * it may make it more difficult for the Company to satisfy its
     obligations for its indebtedness, and any failure to comply
     with these obligations could result in an event of default;

   * it will reduce the availability of the Company's cash flow to
     fund working capital, capital expenditures and other business
     activities;

   * it increases the Company's vulnerability to adverse economic
     and industry conditions;

   * it limits the Company's flexibility in planning for, or
     reacting to, changes in the Company's business and the
     industry in which the Company operates;

   * it may make the Company more vulnerable to further downturns
     in its business or the economy; and

   * it limits the Company's ability to exploit business
     opportunities.

The ABL Facility matures August 2016.  However, the maturity date
of the ABL Facility may be accelerated if the Company defaults on
its obligations.

"If the maturity of the ABL Facility and/or such other debt is
accelerated, we may not have sufficient cash on hand to repay the
ABL Facility and/or such other debt or be able to refinance the
ABL Facility and/or such other debt on acceptable terms, or at
all.  The failure to repay or refinance the ABL Facility and/or
such other debt at maturity would have a material adverse effect
on our business and financial condition, would cause substantial
liquidity problems and may result in the bankruptcy of us and/or
our subsidiaries.  Any actual or potential bankruptcy or liquidity
crisis may materially harm our relationships with our customers,
suppliers and independent affiliates."


RADIENT PHARMACEUTICALS: Final Agreement with UNI Pharma
--------------------------------------------------------
Radient Pharmaceuticals Corporation previously disclosed its entry
into a 5-year license agreement between AMDL Diagnostics, Inc., a
division within the Company, and Uni Pharma Co., Ltd. a Taipei
Taiwan limited liability company, that provides UNI with a 5-year
exclusive license to RXPC's Onko-Sure(R) (formerly called DR-70
cancer blood test kits), procedures, analyses, data, know how,
manufacturing, manufacturing processes, components, trademarks and
intellectual property.

The initial report inaccurately disclosed that UNI only has
exclusive license rights in Taiwan; however, the final agreement
provides UNI with exclusive rights to the license in all of the
following territories: Taiwan ROC, China PRC, Hong Kong, Malaysia,
Singapore, Indonesia, Thailand, Japan, India, Turkey Australia and
New Zealand.

A copy of final version of the agreement is available at:

                       http://is.gd/ntz7Mt

                   About Radient Pharmaceuticals

Tustin, Calif.-based Radient Pharmaceuticals Corporation is
engaged in the research, development, manufacturing, sale and
marketing of its Onko-Sure(R) test kit, which is a proprietary in-
vitro diagnostic (or IVD) cancer test.  The Company markets its
Onko-Sure(R) test kits in the United States, Canada, Chile,
Europe, India, Korea, Japan, Taiwan, Vietnam and other markets
throughout the world.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, KMJ Corbin & Company
LLP, in Costa Mesa, California, expressed substantial doubt about
Radient's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses, had negative cash flows from operations in 2011 and 2010,
and has a working capital deficit of approximately $49.8 million
at Dec. 31, 2011.

The Company reported a net loss of $86.19 million in 2011,
compared with a net loss of $85.71 million in 2010.  The Company's
balance sheet at Dec. 31, 2011, showed $1.18 million in total
assets, $50.87 million in total current liabilities, and a
stockholders' deficit of $49.69 million.

                        Bankruptcy Warning

"The committee of our three independent directors continues to
assess whether the Company has any other options to remain in
business.  Due to the shortage of working capital, we were unable
to pay premiums associated with our Directors and Officers
insurance.  As a consequence, on June 25, 2012, we were informed
by two members of our Board of Directors of their resignation.  As
a result, we have only one independent Director serving on our
Board at this time.  Although our remaining sales team continues
to work towards completing pending and future sales of our Onko-
Sure test kit, if these sales are not completed and we do not
otherwise raise additional funds in the immediate future, it is
likely that we will be forced to cease all operations and might
seek protection from our creditors under the United States
bankruptcy laws," the Company said in its annual report for the
year ended Dec. 31, 2011.


READER'S DIGEST: Affiliate Seeks More Time to File Ch. 11 Plan
--------------------------------------------------------------
Direct Entertainment Media Group, Inc., a debtor affiliate of RDA
Holding Co., asks the U.S. Bankruptcy Court for the Southern
District of New York to extend the deadline within which it has
exclusive right to file a plan until July 17, 2013, and the
deadline within which it has exclusive right to solicit
acceptances of that plan until Sept. 16.

According to the DEMG, the additional time would be used to
finalize the terms of a plan for the "Reorganization Plan
Debtors," since many of the creditors hold claims against all of
the Debtors and the treatment of those creditors' claims in the
Reorganization Plan Debtors' plan impacts their treatment in any
DEMG plan.  The "Reorganization Plan Debtors" are all Debtors,
excluding DEMG.

DEMG also tells the Court that the additional time will be used to
reach an agreement with its principal creditor, the Federal Trade
Commission, regarding the allowance and treatment of its claim,
and reach an agreement with the Reorganization Plan Debtors
regarding the allowance and treatment of their intercompany
claims.

A hearing on the request will be held on June 28, 2013, at 10:00
a.m. (Eastern Time).  Objections are due June 26.

DEMG's motion was filed by Barry N. Seidel, Esq., Katie L.
Weinstein, Esq., and Evan J. Zucker, Esq., at Dickstein Shapiro
LLP, in New York.

                     About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands.  For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013,
with an agreement with major stakeholders for a pre-negotiated
chapter 11 restructuring.  Under the plan, the Debtor will issue
the new stock to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.

Under the Plan, holders of allowed general unsecured claims in
such sub-class will receive their pro rata share of the GUC
distribution; holders of allowed general unsecured claims of
Reader's Digest will also receive their pro rata share of the RDA
GUC distribution and the senior noteholder deficiency claims in
such sub-class will be deemed waived solely for purposes of
participating in the GUC distribution and the RDA GUC
distribution.

The Official Committee of Unsecured Creditors is represented by
Otterbourg, Steindler, Houston & Rosen, P.C.  The Committee tapped
Alvarez & Marsal North America, LLC, as financial advisors.


REFCO INC: Mayer Brown Settles Claims It Aided $1.5B Fraud
----------------------------------------------------------
Max Stendahl of BankruptcyLaw360 reported that Mayer Brown LLP has
agreed to pay an undisclosed amount to Refco Inc.'s bankruptcy
trustee to settle claims the law firm aided a $1.5 billion fraud
scheme that produced a flurry of criminal convictions, the parties
said in a Second Circuit filing.

According to the report, Refco trustee Marc S. Kirschner claims
Mayer Brown, as primary counsel for Refco until its 2005 collapse,
knew about and affirmatively aided a fraud against foreign
exchange customers, but a New York federal judge tossed the claims
in December 2010.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No.
05-60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc., and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.


REVSTONE INDUSTRIES: Creditor Wants 'Exclusivity' Deal Unsealed
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Comvest Capital II LP said in court filing this week
that Revstone Industries LLC should be forced to make public
disclosure of an agreement whereby the creditors' committee
dropped a demand for appointment of a Chapter 11 trustee to take
over the a maker of truck-engine parts.

The report recounts that in response to Revstone's motion for an
expansion of the exclusive right to propose a Chapter 11 plan, the
bankruptcy judge in Delaware signed an order in mid-May providing
that the committee can file a plan of its own only if Revstone
didn't comply with specified "milestones."  What they are is
unknown because the settlement is under seal.

According to the report, Comvest, a creditor, will appear at a
June 26 hearing seeking to get the agreement unsealed, except for
the milestones governing the sale of assets.  Because the
arrangement was a settlement, the reasons for the settlement
should have been laid out and subject to court approval, Comvest
argues.  If there is no violation of the milestones, Revstone's
exclusivity would be extended to July 31.

The report notes that similarly, the creditors' reasons for having
a trustee were never revealed because the papers were filed under
seal.

        About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.


RITE AID: Plans to Offer $400 Million Senior Notes Due 2021
-----------------------------------------------------------
Rite Aid Corporation intends to offer $400 million aggregate
principal amount of a new series of senior notes due 2021.  The
Notes will be unsecured, unsubordinated obligations of Rite Aid
Corporation and will be guaranteed by substantially all of Rite
Aid's subsidiaries.

Rite Aid intends to use the net proceeds of the offering of the
Notes, together with available cash or borrowings under Rite Aid's
revolving credit facility, to redeem a corresponding amount of its
outstanding 9.5 percent senior notes due 2017.  Rite Aid's results
of operations, including net income and earnings per share, and
guidance could be affected by fees, expenses and charges related
to the refinancing transactions.

                       About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia.

Rite Aid disclosed net income of $118.10 million on $25.39 billion
of revenue for the year ended March 2, 2013, as compared with a
net loss of $368.57 million on $26.12 billion of revenue for the
year ended March 2, 2012.  The Company's balance sheet at March 2,
2013, showed $7.07 billion in total assets, $9.53 billion in total
liabilities and a $2.45 billion total stockholders' deficit.

                           *     *     *

As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD.  At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3.  This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.

Rite Aid carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


RITE AID: New $810MM Sr. Guaranteed Notes Get Moody's Caa2 Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa2 to Rite Aid
Corporation's proposed $810 million senior unsecured guaranteed
notes due 2021. All other existing ratings are affirmed, including
Rite Aid's B3 Corporate Family Rating. The proceeds from the
proposed notes will be used to repay in full Rite Aid's $810
million 9.5% notes due 2017.

Moody's views this refinancing as a credit positive event as it
will reduce Rite Aid's annualized interest expense going forward
which will improve interest coverage. The refinancing will also
benefit Rite Aid's debt maturity profile.

The following rating is assigned and subject to the successful
closing of the transaction and review of final documentation:

  Proposed $810 million guaranteed senior unsecured notes at Caa2
  (LGD 5, 81%)

The following ratings are affirmed:

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

  $650 million 8% senior secured first lien notes due 2020 at B1
  (LGD 2, 25%)

  $1.795 billion asset based revolving credit facility due 2018
  at B1 (LGD 2, 25%)

  $1.161 Tranche 6 first lien term loan due 2020 at B1 (LGD 2,
  25%)

  $500 million second lien term loan due 2021 at B3 (LGD 4, 56%)

  $470 million second lien term loan due 2020 at B3 (LGD 4, 56%)

  Guaranteed senior unsecured notes at Caa2 (LGD 5, 81%)

  Unguaranteed senior unsecured notes at Caa2 (LGD 6, 95%)

  Speculative Grade Liquidity rating at SGL-2

The following ratings will be withdrawn upon the closing of the
transaction and their repayment in full:

  9.5% guaranteed senior unsecured notes due 2017 at Caa2
  (LGD 5, 82%)

Ratings Rationale:

Rite Aid's B3 Corporate Family Rating reflects its high leverage
with debt to EBITDA likely remaining above 7.0 times over the next
twelve months and weak interest coverage with EBITA to interest
expense of 1.3 times. The rating also reflects Rite Aid's mid-tier
competitive position as the fourth largest drug store chain in the
U.S. Positive ratings consideration is given to Rite Aid's good
liquidity, its large revenue base, and the solid opportunities of
the prescription drug industry.

The stable outlook acknowledges Rite Aid's high level of debt and
that Moody's expects Rite Aid's operating income to modestly
contract in 2013 due the reversal of LIFO credit to its cost of
goods sold in 2012 resulting in credit metrics remaining at levels
indicative of a B3 rating.

While not anticipated in the near term, ratings could be lowered
if Rite Aid experiences a decline in earnings such that EBITA to
interest expense is likely to remain below 1.0 times or should
free cash flow become persistently negative.

An upgrade would require Rite Aid's operating performance to
further improve or absolute debt levels to fall such that it
demonstrates that it can maintain debt to EBITDA below 7.0 times
and EBITA to interest expense above 1.25 times. In addition, a
higher rating would require Rite Aid to maintain at least adequate
liquidity.

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.

Rite Aid Corporation, headquartered in Camp Hill, Pennsylvania,
operates over 4,600 drug stores in 31 states and the District of
Columbia. Revenues are about $26 billion.


ROOFING SUPPLY: High Leverage Prompts Moody's to Cut CFR to 'B3'
----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Roofing Supply Group, LLC, a national distributor of roofing
products and related building materials, to B3 from B2 and its
probability of default rating to B3-PD from B2-PD. These rating
actions result from our view that key debt leverage metrics will
remain elevated, warranting the lower rating. In a related rating
action, Moody's lowered the rating of the company's senior secured
term loan to B3 from B2, and its senior unsecured notes to Caa1
from B3. The rating outlook is stable.

The following rating actions were taken:

  Corporate Family Rating downgraded to B3 from B2;

  Probability of Default Rating downgraded to B3-PD from B2-PD;

  Senior secured term loan due 2019 lowered to B3 (LGD4, 51%)
  from B2 (LGD4, 51%); and,

  Senior unsecured notes due 2020 lowered to Caa1 (LGD5, 74%)
  from B3 (LGD5, 73%).

Ratings Rationale:

The downgrade of RSG's corporate family rating to B3 from B2
results from debt leverage credit metrics being higher than
previously anticipated. Operating performance is below our
expectations from when Moody's rated RSG in May 2012, at which
time Clayton, Dubilier & Rice, LLC acquired RSG. Operating margins
over the past few quarters have contracted due to higher product
costs, lower than anticipated volumes, and a product shift towards
commercial roofing from residential roofing products. Commercial
roofing products are normally lower margin items than the margins
for residential roofing products. Reduced storm activity in 1Q13
relative to the year prior adversely impacted operating
performance as well. Also, Moody's anticipated permanent balance
sheet debt reduction beyond minimum term loan amortization, which
has not occurred nor is likely to take place in any meaningful
amounts. Despite the prospect of some operating improvement,
Moody's projects adjusted debt-to-EBITDA will remain elevated and
is likely to exceed 6.5 times over the next 12 months. This is
higher than the level previous identified as a trigger for
downward ratings pressure. Debt-to-book capitalization will exceed
75%, and the company has significant amount of negative tangible
net worth. Also, Moody's believes RSG will have difficulty
generating large levels of retained cash flow relative to its
debt, resulting in retained cash flow-to-debt remaining below 5%
over our time horizon (all ratios incorporate Moody's
adjustments). These key credit metrics are characteristic of lower
rated entities.

Providing some offset to its leveraged capital structure and
resulting fragile cash flow metrics is our view that the roofing
products sector is a source of strength within the building
products industry. In most cases, projects related to roof repair
or replacement, the main driver of RSG's revenues, are considered
non-discretionary. Also, RSG's good liquidity profile
characterized by significant availability under the company's
asset-based revolver is a key credit strength. Although the $175
million revolving credit facility is used largely for seasonal
working capital needs in the first half of year, Moody's believes
that revolver availability will remain high relative to the size
of RSG's revenue base. RSG will use free cash flow to pay down
these borrowings, especially in its fourth fiscal quarter when
free cash flow generation is the strongest.

The stable rating outlook reflects our view that RSG's solid
liquidity profile and lack of near-term maturities beyond term
loan amortization give it the financial resources to support
growth prospects for roofing material despite its leveraged
capital structure.

The lowering of the RSG's senior secured term loan to B3 from B2,
and its senior unsecured notes to Caa1 from B3 results from the
downgrade of the company's corporate family rating.

Moody's does not expect positive rating actions for RSG over the
near term primarily due to the company's elevated debt leverage.
However, if RSG were to improve operating performance and reduce
debt using free cash flow such that debt-to-EBITDA falls below 4.5
times and retained cash flow-to-debt nears 10% (all ratios include
Moody's adjustments), then the ratings may be considered for an
upgrade.

Negative rating actions could occur if RSG's operating performance
deteriorates or is below our expectations such that debt-to-EBITDA
approaches 7.0 times or retained cash flow-to-debt remains below
5.0% (all ratios include Moody's adjustments). Excessive usage of
the revolving credit facility, deterioration in the company's
liquidity profile or dividends could pressure the ratings as well.

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

Roofing Supply Group, LLC ("RSG"), headquartered in Dallas, TX, is
a national distributor of roofing products and related building
materials supplying roofing contractors, home builders, and
retailers. Clayton, Dubilier & Rice, LLC through its respective
affiliates is the primary owner of RSG. Revenues for the 12 months
through March 31, 2013 totaled about $0.9 billion.


SCOOTER STORE: Committee Can Employ CBIZ as Financial Advisors
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of The Scooter Store
Holdings, Inc., et al., sought and obtained permission from the
bankruptcy court to retain CBIZ Acounting, Tax and Advisory of New
York, LLC, CBIZ Valuation Group, LLC and CBIZ Mergers &
Acquisition Group Inc. as their financial advisors.

Among other things, CBIZ will be expected to analyze the financial
operations of the Debtors and the financial ramifications of any
proposed transactions for which the Debtors may seek court
approval.

CBIZ's professionals charge at these standard hourly rates:

    Directors and Managing Directors   $410 to $595
    Managers and Senior Managers       $310 to $410
    Senior Associates and Staff        $130 to $310

CBIZ will also seek reimbursement of necessary and actual expenses
incurred in rendering services to the Committee.

Charles Beck of CBIZ assures Judge Peter Walsh that his firm
represents no interest adverse to the Committee, the Debtors, and
their estates on the matters upon which it is to be engaged.

                      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.


SCOOTER STORE: Can Hire AP Services' Young as CRO
-------------------------------------------------
Scooter Store Holdings, Inc., et al., sought and obtained approval
from the U.S. Bankruptcy Court to employ AP Services LLC to
provide interim management and restructuring services and
designate Lawrence E. Young as Chief Restructuring Officer to the
Debtors.

APS has agreed to provide temporary staff to assist Mr. Young and
the Debtors in their restructuring efforts.

Mr. Young and the temporary staff will, among other things,
provide these services:

a. provide overall leadership to the restructuring process,
   including working with a wide range of stakeholder groups,
   together with the Debtors' senior management;

b. work with the Debtors and their team to further identify and
   implement both short-term and long-term liquidity generating
   initiatives; and

c. assist the Debtors' management in developing a restructuring
   strategy.

The firm's rates are:

   Lawrence Young                             $960
   Richard Abbey                              $745
   Richard Whitlock                           $695
   Michelle Ross                              $850
   Michelle Repko                             $695

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

                      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.

The company 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 HORSE REALTY: Allowed Limited Disbursements Pending Appeal
--------------------------------------------------------------
Bankruptcy Judge J. Rich Leonard granted the request of
CitiMortgage, Inc., successor-in-interest to Lehman Brothers Bank,
FSB, for a stay pending its appeal of the Court's orders entered
on Feb. 1, 2013 and May 2, 2013, in the lawsuit, SEA HORSE REALTY
& CONSTRUCTION, INC., PLAINTIFF, v. CITIMORTGAGE, INC., SUCCESSOR-
IN-INTEREST TO LEHMAN BROTHERS BANK, FSB, DEFENDANT, Adv. Proc.
No. 11-00377-8-JRL (Bankr. E.D.N.C.).

Sea Horse commenced the adversary proceeding in 2011 against the
defendant, seeking a determination that the deed of trust held by
the defendant and the proof of claim arising therefrom in the
amount of $1,785,986 were invalid.  The deed of trust was executed
by Rickard B. Mercer, Sea Horse's president and sole shareholder,
in favor of Lehman Brothers and encumbered real property located
at 10007 Old Oregon Inlet Road, Nags Head, North Carolina.  The
mistake that has plagued this transaction and formed the dispute
between the parties is that the real property encumbered by the
deed of trust is owned by Sea Horse, not Mr. Mercer.

On February 1, 2013, the Bankruptcy Court entered an order
allowing Sea Horse's motion for summary judgment with respect to
the defendant's first, second, third, fourth, fifth and seventh
counterclaims, concluding that each was barred by the three-year
statute of limitations under N.C. Gen. Stat. Sec. 1-52(9).
Thereafter, the defendant filed a motion for reconsideration,
requesting the court's prior order allowing Sea Horse's motion for
summary judgment be reconsidered based on the availability of new
evidence and to correct clear errors of law or fact upon which it
was based.

On May 1, 2013, the Bankruptcy Court entered an order denying the
defendant's motion for reconsideration because it "failed to
supply the court with newly discovered evidence or demonstrate a
clear error of law warranting the extraordinary remedy it
s[ought]." (Troubled Company Reporter, May 6, 2013)

On May 16, 2013, the defendant filed its notice of appeal and the
motion for stay pending appeal.  Sea Horse has objected to the
stay motion.  Sea Horse asked the bankruptcy court to deny the
defendant's motion for a stay pending appeal or, in the
alternative, allow Sea Horse to disburse a portion of the proceeds
to pay certain classes of claims in accordance with its confirmed
plan of reorganization.

Citi seeks a stay to prevent the distribution of the $1.4 million
in proceeds received from the sale of the real property, which are
currently being held in the trust account of Sea Horse's counsel
pending the outcome of the adversary proceeding.  Citi avers that
these proceeds are the only assets available to it in the event it
ultimately prevails on appeal.

To avoid any prejudice, the defendant does not object to the
payment of the sole remaining unsecured creditor's claim in the
amount of $10,632.54 and administrative expenses incurred by Sea
Horse's counsel in amounts to be approved by the court, on the
condition that the disbursements do not prejudice any arguments or
defenses raised in the adversary proceeding or on appeal.

Judge Leonard said Citi has demonstrated an arguable likelihood of
success on the merits, given that the court resolved a statute of
limitations issue on summary judgment, and the threat of
irreparable harm if the proceeds are disbursed during the pendency
of the appeal.

According to Judge Leonard, Sea Horse is permitted to disburse a
portion of the funds held in its counsel's trust account to pay
the remaining unsecured creditor and administrative expenses
approved by the court.  The balance of the funds will remain in
the trust account of plaintiff's counsel pending the outcome of
the appeal.

A copy of Judge Leonard's June 17, 2013 Order is available at
http://is.gd/f5DldPfrom Leagle.com.

Kill Devil Hills, North Carolina-based Sea Horse filed filed a
voluntary Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-07223)
on Sept. 21, 2011.  Judge J. Rich Leonard oversees the case.
George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, served as
the Debtor's counsel.  In its petition, the Debtor scheduled
$1,782,650 in assets and $3,075,537 in debts.  The petition was
signed by Rickard B. Mercer, president.

Mr. Mercer was also a debtor in a Chapter 11 case (Bankr. E.D.N.C.
09-04088) filed May 18, 2009.


SEQUENOM INC: EVP Strategic Planning to Work Part-Time
------------------------------------------------------
Ronald M. Lindsay, Sequenom, Inc.'s Executive Vice President,
Strategic Planning, informed the Company that he intends to
transition to part-time employment with the Company, effective
Aug. 1, 2013.  The Company and Dr. Lindsay currently expect that
he will reduce his time commitment by fifty percent.  As a part-
time employee, Dr. Lindsay will receive a pro-rated portion of his
$358,000 base salary.  No other changes to Dr. Lindsay's
employment status or compensation arrangement are being made in
connection with his transition to part-time employment.

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom disclosed a net loss of $117.02 million in 2012, a net
loss of $74.13 million in 2011 and a net loss of $120.84 million
in 2010.  The Company's balance sheet at March 31, 2013, showed
$227.99 million in total assets, $205.58 million in total
liabilities, and $22.41 million in total stockholders' equity.


SOUND SHORE: U.S. Attorney Objects to $33-Mil. DIP Loan
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Manhattan U.S. Attorney said in a filing that
when the Sound Shore Medical Center of Westchester and affiliates
Mt. Vernon Hospital Inc. and Howe Avenue Nursing Home receive
final approval for a $33 million bankruptcy loan, the court cannot
immunize the lenders from liability to the Internal Revenue
Service and environmental regulators.

According to the report, the government pointed to a provision in
the proposed loan approval order saying the lenders can have no
liability to the IRS or environmental regulators arising from
decisions they make in the future about allowing advances under
the loan.  The government took the position that it's "impossible
for the court or anyone else to determine whether such future acts
would create liability under applicable non-bankruptcy law."

The report notes that the U.S. attorney also relied on the federal
Anti-Injunction Act, which prohibits any court from preventing the
assessment or collection of a tax.

The final hearing on financing is scheduled for June 25.

The report relates that separately, the hospital wants the court
at an Aug. 2 hearing to approve continued payments under a pre-
bankruptcy settlement with New York state regarding $2.2 million
in overpayments by Medicaid for providing care to indigent
patients.  When bankruptcy intervened, $1.4 million remained for
payment.  Because the state can cut off Medicaid reimbursement if
future payments aren't made, the hospital is seeking authority to
continue paying $67,600 a month until the settlement is completed.

According to the report, June 25 is also the date for a hearing in
bankruptcy court in White Plains, New York, to fix auction
procedures testing whether there's a better offer than Montefiore
Medical Center's $54 million proposal to buy the not-for-profit
facilities.

                     About Sound Shore Medical

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on
May 29, 2013, in White Plains, New York.

The Debtors are the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

The Debtors tapped Garfunkel Wild, P.C. as counsel; Alvarez &
Marsal Healthcare Industry Group, LLC, as financial advisors; and
GCG Inc., as claims agent.

Montefiore, the proposed purchaser of the assets, is represented
by Togut, Segal & Segal LLP.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.

Revenue of $241.8 million in 2012 resulted in an operating loss of
$16.4 million.


SPARKS TOURISM: Moody's Affirms 'B2' Rating on Series A Bonds
-------------------------------------------------------------
Moody's Investors Service has affirmed the B2 rating on Sparks
Tourism Improvement District No.1 (Legends at Sparks Marina),
Nevada's Senior Sales Tax Anticipation Revenue Bonds, Series A
issued in 2008. The rating outlook was revised to positive from
stable. The bonds are secured by a senior lien pledge of 75% of
sales tax revenues generated within the district through fiscal
2028, net of an administration fee of 1.75%. The bonds are 20-year
fixed rate obligations scheduled to mature on June 15, 2028.

Rating Rationale

The B2 rating reflects Moody's view that, absent additional
revenue growth, the bonds are projected to default in 2027.
However, recent improvement in pledged sales tax receipts results
in full payment of annual debt service over the near- to medium-
term without draws on the reserve fund, despite a still tepid
local economy. Nevertheless, absent additional revenue growth,
escalating debt service will lead to draws on the reserve fund
beginning in 2022 followed by a projected default on December 15,
2027. The projected default comes three years later than
previously expected due to recent improvement in pledged revenues.
Importantly, pledged sales tax revenues are subject to potential
statutory impairment and also sunset in 2028 with scheduled
maturity of the bonds, limiting potential recovery for bondholders
post-default.

The positive outlook reflects Moody's expectation that the current
level of pledged receipts will fully cover annual debt service
through the medium-term without draws on the reserve fund, which
is an improvement relative to our view a year ago. Longer-term,
the combination of already weak coverage and escalating debt
service necessitates additional growth in pledged revenues to
fully fund debt service.

Near-term rating factors will include assessment of regional
economic indicators and the performance of the retail project
itself on monthly sales tax collections. Longer-term rating
factors will include Reno's economic trajectory and the project's
ability to retain existing tenants while also securing additional
commercial development. These factors will contribute to Moody's
assessment of future sales tax collections, the likelihood and
timing of default, and the subsequent recovery for bondholders if
default occurs.

Strengths

- Project area has favorable location along Interstate 80,
   proximate to Lake Tahoe and northern California

- Pledged receipts improving with addition of Lowe's store since
   2012, and slow economic recovery

- Satisfactory legal provisions

Challenges

- High taxpayer concentration in a very limited project area

- Escalating annual debt service requirements

- Vulnerable to additional retail store closings if cyclical
   pressures arise

- Project only partially completed, especially compared to
   initial development plans

What Could Make The Rating Go Up

- Sustained trend of higher pledged receipts leading to
   improvements in peak debt service coverage

- Further commercial expansion within the project area,
   including completion of Phase II projects

- Unexpected support from the City of Sparks in the form of
   additional revenues or favorable debt restructuring

What Could Make The Rating Go Down

- Weakened pledged receipts, especially in the near-term

- Depletion of the reserve fund faster than currently estimated

- Adverse changes in the project's tenant mix

The principal methodology used in this rating was U.S. Public
Finance Special Tax Methodology, published in March 2012.


SPIRIT REALTY: Declares Cash Dividend for the Second Quarter
------------------------------------------------------------
Spirit Realty Capital, Inc.'s Board of Directors has declared a
$0.3125 per share cash dividend on its common stock for the second
quarter of 2013.

The dividend equates to an annualized rate of $1.25 per share and
will be paid on July 16, 2013, to stockholders of record on
June 28, 2013.

                        About Spirit Realty

Spirit Finance Corporation (now known as Spirit Realty Capital,
Inc.) headquartered in Phoenix, Arizona, is a REIT that acquires
single-tenant, operationally essential real estate throughout
United States to be leased on a long-term, triple-net basis to
retail, distribution and service-oriented companies.

The Company incurred a net loss of $76.23 million in 2012, a net
loss of $63.86 million in 2011, and a net loss of $86.53 million
net loss in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed $3.24 billion in total assets, $1.99 billion in total
liabilities and $1.25 billion in total stockholders' equity.

                           *     *     *

As reported by the TCR on Jan. 30, 2013, Standard & Poor's Ratings
Services placed its 'B' corporate credit rating on Spirit Realty
Capital Inc. (Spirit) on CreditWatch with positive implications.

"The CreditWatch placement follows the announcement that Spirit
will merge with Cole Credit Property Trust II (unrated), a
nontraded REIT, in a stock-for-stock exchange," said credit
analyst Elizabeth Campbell.  "The merged company, which will
retain the name Spirit, will become the second-largest publicly
traded triple-net-lease REIT in the U.S. with a pro forma
enterprise value of approximately $7.1 billion."

As reported by the TCR on April 19, 2013, Moody's Investors
Service withdrew its Caa1 corporate family rating for Spirit
Realty Capital.  Moody's has withdrawn the rating for business
reasons.


STABLEWOOD SPRINGS: Resort to Emerge From Chapter 11
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Stablewood Springs Resort LP, a 140-acre development
in the Texas hill country near Hunt, received a confirmation order
signed this week by a U.S. bankruptcy judge in San Antonio
approving a Chapter 11 reorganization plan.

According to the report, the plan restructures secured debt and
gives $35,000 cash to holders of unsecured claims, for a recovery
of about 5 percent.  The plan was funded with a $5 million loan,
including financing for the Chapter 11 case.  The plan was
designed for the owner to maintain control.

                About Stablewood Springs Resort

Stablewood Springs Resort, LP, owner of a high-end resort
destination encompassing 140 acres of a 543-acre private ranch in
the Texas hill country near Hunt, filed a bare-bones Chapter 11
petition (Bankr. W.D. Tex. Case No. 12-53887) in San Antonio on
Dec. 17, 2012.

The Debtor disclosed assets of $11.15 million and liabilities
of $22.8 million as of Nov. 30, 2012.  Liabilities include
$10.4 million in secured debt and $9.3 million of disputed secured
debt.


STRATUS MEDIA: $1.3 Million Notes Converted to 22.5MM Shares
------------------------------------------------------------
Stratus Media Group, Inc., entered into Debt Conversion Agreements
with two holders of the Company's promissory notes pursuant to
which the holders converted promissory notes with an aggregate
amount of $1,349,999 into an aggregate of 22,499,984 shares of the
Company's Common Stock.

Effective May 29, 2013, the Company entered into Series E
Preferred Stock Conversion and Warrant Agreements with all of the
holders of the Company's Series E Preferred Stock and associated
warrants pursuant to which the holders agreed to convert their
shares of Series E Preferred Stock into an aggregate of
157,500,000 shares of the Company's Common Stock and to exercise
warrants which will result in the issuance of an aggregate of
102,326,388 shares of the Company's Common Stock.

                       About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

Stratus Media disclosed a net loss of $6.84 million on $374,542 of
total revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $23.63 million on $570,476 of total revenues for the
year ended Dec. 31, 2011.  The Company's balance sheet at Dec. 31,
2012, showed $2.44 million in total assets, $20.85 million in
total liabilities, all current, and a $18.40 million total
shareholders' deficit.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that Stratus Media has suffered recurring losses
and has negative cash flow from operations which conditions raise
substantial doubt as to the ability of the Company to continue as
a going concern.


SWEISS PETROL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sweiss Petrol, Inc.
          dba Reseda Mobil
        18056 Saticoy St.
        Reseda, CA 91335

Bankruptcy Case No.: 13-14093

Chapter 11 Petition Date: June 18, 2013

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Alan M. Ahart

Debtor's Counsel: Steven R. Fox, Esq.
                  LAW OFFICES OF STEVEN R. FOX
                  17835 Ventura Blvd Ste 306
                  Encino, CA 91316
                  Tel: (818) 774-3545
                  Fax: (818) 774-3707
                  E-mail: emails@foxlaw.com

Scheduled Assets: $1,731,325

Scheduled Liabilities: $2,367,410

A list of the Company?s 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/cacb13-14093.pdf

The petition was signed by Sami Sweiss, president.


TRANSDIGM INC: S&P Lowers Corp. Credit Rating to B; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
TransDigm Inc., including lowering the corporate credit rating to
'B' from 'B+'.  The outlook on TransDigm is stable.  At the same
time, S&P assigned a 'B+' issue rating and a '2' recovery rating
to the proposed $700 million first-lien term loan.  The '2'
recovery rating indicates S&P's expectation of substantial (70%-
90%) recovery in the event of payment default.  S&P also assigned
a 'CCC+' rating and a '6' recovery rating to the new subordinated
notes due 2021.  A '6' recovery rating indicates S&P's expectation
of negligible (0%-10%) recovery in the event of payment default.

"The downgrade reflects our expectation that leverage will
continue to fluctuate as the company completes acquisitions and
pays special dividends and subsequently de-levers," said credit
analyst Tatiana Kleiman.  However, the range of leverage will
likely be higher than in the past due to what S&P believes is a
shift to a more aggressive financial policy.  On June 18, 2013,
TransDigm announced plans to pay a $1 billion to $1.8 billion
debt-financed dividend.  The debt will include a new $700 million,
seven-year senior secured first-lien term loan and a potential
addition of $700 million of new subordinated debt.  However, the
company is amending the credit facility to allow for up to an
$1.8 billion dividend.

This follows a $664 million debt-financed dividend in November
2012.  The additional debt results in a material deterioration in
credit ratios and suggests a shift toward a more aggressive
financial policy with a larger appetite for leverage.  The company
has stated publicly that it would continue to take shareholder-
friendly actions and has often referred to itself as having a
"private equity-like model."  Pro forma adjusted debt to EBITDA
could increase to about 7x from 5.2x in the trailing twelve months
ended March 31, 2013.  The company also recently announced the
acquisitions of Arkwin Industries ($286 million) and Aerosonic
Corp. ($39 million), which just recently closed.

"Historically, strong earnings growth, due to EBITDA margins
higher than 45%, and solid cash generation has enabled TransDigm
to de-lever rapidly after acquisitions or dividends, allowing the
credit metrics to recover quickly to levels deemed appropriate for
the previous rating.  However, recent actions have suggested that
the company is increasing its appetite for leverage, and we now
expect debt to EBITDA to range from 5.5x to 6.5x compared to
historical levels of 4.5x-5.5x.  We believe that the company will
continue to take shareholder-friendly actions and make
acquisitions in the future, thus maintaining leverage at these
higher levels.  Although we already assess the company's financial
policy as "very aggressive," we believe that the company will
likely maintain credit measures that no longer support the
previous rating, pursuing large debt-financed dividends in the
absence of sufficient acquisition targets.  We view TransDigm's
business risk profile as "fair," stemming from its participation
in the cyclical and competitive commercial aerospace industry.
Its efficient operations, very high profit margins, well-
established positions in niche markets for highly engineered
aircraft components, and good product diversity partially offset
this," S&P said.

"The outlook is stable.  Although we expect improving commercial
aerospace conditions and earnings from acquisitions to allow the
company to partially restore credit measures from elevated post-
dividend levels, we believe that the company's shift toward a more
aggressive financial policy and increased appetite for leverage
will result in higher-than-average debt to EBITDA levels of around
5.5x to 6.5x.  We could lower the ratings if total debt to EBITDA
rises higher than 7x for a sustained period because of increased
debt to fund acquisitions or shareholder rewards, particularly if
changing business conditions or weakness in the market prompts us
to lower the company's business risk profile to "weak" from
"fair."  We do not anticipate raising the ratings over the next
year unless management commits to a less aggressive financial
policy and debt to EBITDA remains less than 5x," S&P added.


TRENDSET INFORMATION: AFS Buys Biz for $1.14 Million
----------------------------------------------------
Bill Poovey, writing for GSA Business, reports that AFS has
acquired Trendset Information Systems for $1.14 million in the
Section 363 sale.

The report relates AFS spokesman Brian Barker said Trendset's 86
employees will be retained.  Mr. Barker said AFS is actively
speaking to customers and "trying to create some stability there."

The report notes a company statement said Trendset, a provider of
freight audit and payment services, will be renamed and
reorganized as a subsidiary of AFS. AFS said it plans to add new
management.

The report recounts Trendset's Chapter 11 bankruptcy followed an
involuntary bankruptcy petition filed April 15 on behalf of three
shippers, Husqvarna Professional Products Inc., of Charlotte,
N.C.; Legrand North America Inc., of West Hartford, Conn.; and DH
Business Services LLC of Washington, D.C. The attorney for the
shippers did not return a telephone message seeking comment
Monday.

The report also notes former Trendset employee Julie Greene Tucker
of Greer was sentenced in April to 33 months in prison after
pleading in November to federal charges that a prosecutor said
stemmed from Ms. Tucker embezzling money from her employer to
support a lavish lifestyle.  Her husband, former U.S. Department
of Homeland Security employee James "Dean" Tucker, also pleaded
guilty and was sentenced to eight months of house arrest.

The report relates AFS has said Trendset managed more than $10
billion in freight spend globally in 2012.


UNIGENE LABORATORIES: Victory Park Sells Collateral to Lenders
--------------------------------------------------------------
Victory Park Management, LLC, as administrative agent and
collateral agent under the Financing Agreement dated as of
March 16, 2010, held a public auction for the sale of all of the
remaining personal property and assets pledged as collateral under
the Financing Agreement (other than assets relating to Oral PTH 1-
31) of Unigene Laboratories, Inc., that secured approximately
$42.9 million in senior secured notes issued to affiliates of the
Agent by the Company as of that date.  The lenders, as the holders
of the senior secured notes, made a credit bid of $5 million and,
at the conclusion of the public auction, were deemed the highest
bidder for the assets.

On June 11, 2013, the assets were acquired by Victory Park Credit
Opportunities, L.P., Victory Park Credit Opportunities
Intermediate Fund, L.P., VPC Fund II, L.P., and VPC Intermediate
Fund II (Cayman), L.P., in exchange for the satisfaction and
discharge of $5 million outstanding under the senior secured
notes.  On that date, Victory Park Management, in its capacity as
the administrative agent and collateral agent for each of the
Lenders, executed and delivered a bill of sale pursuant to which
it sold to the Lenders, the Assets.

Effective June 11, 2013, the senior secured promissory notes were
reissued to reflect the current amounts outstanding as a result of
the credit bid.  

Mr. Richard Levy has been the Managing Principal and founder of
Victory Park Capital since September 2007.  Pursuant to the
Financing Agreement, in March 2010 Mr. Levy became a member of the
Company's Board of Directors, Chairman of the Board and a member
of the Company's Nominating and Corporate Governance Committee.
In addition, the Company agreed that until such time as (i) the
aggregate principal amount outstanding under the senior secured
convertible notes issued to Victory Park is less than $5 million
and (ii) Victory Park beneficially owns less than 20 percent of
the issued and outstanding shares of the Company's common stock,
the Company's Nominating and Corporate Governance Committee will
take all actions reasonably necessary to recommend the nomination
of, and the Board of Directors of the Company will nominate for
re-election to the Board of Directors, Mr. Levy.  Each of the
Agent and the Lenders is an affiliate of Mr. Levy.

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

                         http://is.gd/WZ5xbY

                            About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene disclosed a net loss of $34.28 million on $9.43 million of
total revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $7.09 million on $20.50 million of total revenue
during the prior year.  The Company incurred a $32.53 million net
loss in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $11.31
million in total assets, $110.05 million in total liabilities and
a $98.73 million total stockholders' deficit.

Grant Thornton LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has incurred a net loss of $34,286,000 during the year
ended Dec. 31, 2012, and, as of that date, has an accumulated
deficit of approximately $216,627,000 and the Company's total
liabilities exceeded total assets by $98,740,000.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                         Bankruptcy Warning

"We had cash flow deficits from operations of $3,177,000 for the
year ended December 31, 2012, $6,766,000 for the year ended
December 31, 2011 and $1,669,000 for the year ended December 31,
2010.  Our cash and cash equivalents totaled approximately
$3,813,000 on December 31, 2012.  Based upon management's
projections, we believe our current cash will only be sufficient
to support our current operations through approximately March 31,
2013.  Therefore, we need additional sources of cash in order to
maintain all or a portion of our operations.  We may be unable to
raise, on acceptable terms, if at all, the substantial capital
resources necessary to conduct our operations.  If we are unable
to raise the required capital, we may be forced to close our
facilities and cease our operations.  If we are unable to resolve
outstanding creditor claims, we may have no other alternative than
to seek protection under available bankruptcy laws.  Even if we
are able to raise additional capital, we will likely be required
to limit some or all of our research and development programs and
related operations, curtail development of our product candidates
and our corporate function responsible for reviewing license
opportunities for our technologies."


UNIVERSALLY CORRECT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Universally Correct Technology LLC,
        a New Mexico limited liability company
          aka Unicor LLC
          aka Unicor
        1615 Broadway Blvd. N.E.
        Albuquerque, NM 87102

Bankruptcy Case No.: 13-12061

Chapter 11 Petition Date: June 18, 2013

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: David T. Thuma

Debtor's Counsel: William F. Davis, Esq.
                  WILLIAM F. DAVIS & ASSOCIATES, P.C.
                  6709 Academy NE, Suite A
                  Albuquerque, NM 87109
                  Tel: (505) 243-6129
                  Fax: (505) 247-3185
                  E-mail: daviswf@nmbankruptcy.com

Scheduled Assets: $562,081

Scheduled Liabilities: $1,023,531

A copy of the list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/nmb13-12061.pdf

The petition was signed by Gary M. Sanchez, managing member.


USEC INC: Gets Add'l $20MM Funding From Government for AC Project
-----------------------------------------------------------------
USEC Inc. and its subsidiary American Centrifuge Demonstration,
LLC, entered into Amendment No. 005 to the cooperative agreement
dated June 12, 2012, with the U.S. Department of Energy for the
research, development and demonstration program for the American
Centrifuge project.  The amendment amends the cooperative
agreement to provide for additional government obligated funds of
$20 million, bringing total government obligated funding to $197.8
million through July 31, 2013.  The milestones and performance
indicators under the RD&D program were not changed by the
Amendment and to date USEC has satisfied five of nine milestones
and three of five performance indicators.

The cooperative agreement provides funding for a cost-share RD&D
program for the American Centrifuge project to enhance the
technical and financial readiness of the centrifuge technology for
commercialization.  The cooperative agreement provides for 80
percent DOE and 20 percent USEC cost sharing for work performed
during the period June 1, 2012, through Dec. 31, 2013, with a
total estimated cost of $350 million.  DOE's total contribution
would be up to $280 million and USEC's contribution would be up to
$70 million.  DOE's contribution is incrementally funded.  The
cooperative agreement, as previously amended, provided DOE funding
of $177.8 million.  The Amendment increases the obligated DOE
funding to $197.8 million and allowable costs for the RD&D program
to $247.2 million through July 31, 2013.  USEC is providing cost
sharing equal to 20 percent of those allowable costs or $49.4
million through July 31, 2013.  USEC's 20 percent contribution
includes investments made by USEC commencing June 1, 2012.

DOE's remaining cost share under the RD&D program of $82.2 million
is conditioned upon USEC continuing to meet all milestones and
deliverables on schedule, USEC continuing to demonstrate to DOE's
satisfaction its ability to meet future milestones, and the
availability of appropriations or other sources of consideration
and therefore there is no assurance that this additional funding
will be made available.  Of this $82.2 million of remaining DOE
cost-share funding, the Full-Year Continuing Appropriations Act,
2013, enacted in March 2013, provided additional appropriated
funding that is expected to fund the RD&D program activities
through Sept. 30, 2013 (the end of the government fiscal year).
USEC will continue to work with Congress and the administration to
obtain the remaining approximately $48 million of DOE cost-share
needed to fund the RD&D program through December 2013 and complete
the program.

The Company, or its subsidiaries, is also a party to a number of
other agreements or arrangements with the U.S. government.

                           About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

USEC disclosed a net loss of $1.20 billion in 2012, as compared
with a net loss of $491.1 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $1.52 billion in total assets,
$1.99 billion in total liabilities, and a $469.6 million
stockholders' deficit.

PricewaterhouseCoopers LLP, in McLean, Virginia, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has reported net losses and a stockholders'
deficit at Dec. 31, 2012, and is engaged with its advisors and
certain stakeholders on alternatives for a possible restructuring
of its balance sheet, which raise substantial doubt about its
ability to continue as a going concern.

                        Bankruptcy Warning

"A delisting of our common stock by the NYSE and the failure of
our common stock to be listed on another national exchange could
have significant adverse consequences.  A delisting would likely
have a negative effect on the price of our common stock and would
impair stockholders' ability to sell or purchase our common stock.
As of December 31, 2012, we had $530 million of convertible notes
outstanding.  A 'fundamental change' is triggered under the terms
of our convertible notes if our shares of common stock are not
listed for trading on any of the NYSE, the American Stock
Exchange, the NASDAQ Global Market or the NASDAQ Global Select
Market.  Our receipt of a NYSE continued listing standards
notification described above did not trigger a fundamental change.
If a fundamental change occurs under the convertible notes, the
holders of the notes can require us to repurchase the notes in
full for cash.  We do not have adequate cash to repurchase the
notes.  In addition, the occurrence of a fundamental change under
the convertible notes that permits the holders of the convertible
notes to require a repurchase for cash is an event of default
under our credit facility.  Accordingly, the exercise of remedies
by holders of our convertible notes or lenders under our credit
facility as a result of a delisting would have a material adverse
effect on our liquidity and financial condition and could require
us to file for bankruptcy protection," according to the Company's
annual report for the year ended Dec. 31, 2012.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's.

As reported by the TCR on Aug. 17, 2012, Standard & Poor's Ratings
Services lowered its ratings on USEC Inc., including the corporate
credit rating to 'CCC' from 'CCC+'.

"The downgrade reflects our assessment of USEC's long-term
viability after the company publicly stated that it will be
difficult to continue enrichment operations at the Paducah Gaseous
Diffusion Plant after a one-year multiparty agreement to extend
operations expires in May 2013," said Standard & Poor's credit
analyst Maurice S. Austin.


VALEANT PHARMACEUTICALS: S&P Lowers Corp. Credit Rating to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Valeant Pharmaceuticals International Inc. to
'BB-' from 'BB' and removed it, and all of its other ratings on
the company, from CreditWatch negative, where S&P placed them on
May 28, 2013.  The outlook is stable.

At the same time, S&P is lowering its existing senior secured
issue-level ratings to 'BB' from 'BBB-' and assigning a 'BB'
issue-level rating to the proposed $4.050 billion of term loans.
S&P revised the recovery rating to '2', indicating its expectation
of substantial (70%-90%) recovery in the event of payment default,
from '1'.  S&P is also lowering its existing senior unsecured
issue-level rating to 'B' from 'BB-' and assigning a 'B' issue-
level rating to the proposed $3.225 billion senior unsecured
notes.  S&P revised the recovery rating to '6', indicating its
expectation of negligible (0-10%) recovery in the event of payment
default, from '5'.

S&P lowered the corporate credit rating to 'BB-' primarily to
reflect its view that Valeant's financial risk will be more
characteristic of its highly leveraged profile, despite its belief
that the business risk has improved with the broader business
provided by B&L.  The highly leveraged financial risk profile
reflects a financial policy that is more aggressive than S&P
previously factored into the rating, Valeant's capacity, but not
willingness, to reduce debt, and its belief that additional
acquisitions will disrupt the trajectory of deleveraging.

"The addition of B&L, which had a satisfactory business risk
profile on standalone basis, to Valeant's already diversified
business was the primary consideration in our revision of
Valeant's business risk to "satisfactory" from "fair"," said
credit analyst Michael Berrian.  "Initial pro forma leverage of
5.7x and a financial policy that is more aggressive than we
previously thought contribute to our assessment of Valeant's
financial risk as "highly leveraged". Liquidity remains "adequate"
given the use of free cash flow to fund its aggressive growth
strategy."

The stable outlook reflects S&P's expectation that organic revenue
growth of 6% and its expectation that the company can achieve at
least $400 million of cost synergies, would cause S&P-calculated
leverage to decline to at least 4.8x over the next year.  It also
incorporates an expectation of continued acquisition activity such
that leverage is likely to return to levels over 5x.

S&P could lower the rating if the company's continued aggressive
financial policy results in another debt-funded acquisition over
the next 12 months that sustains S&P-calculated adjusted leverage
at 6x or more.  S&P could also lower the rating in the unlikely
scenario that synergies are less than it expects.  This could stem
from integration issues and result in leverage also being
sustained at more than 6x.

S&P could raise the rating if Valeant's adopts a less aggressive
financial policy and the company demonstrates a commitment to
sustained debt reduction.  Commensurate with this would be credit
metrics that are comfortably within the range of an aggressive
financial risk profile and maintained at that level for a minimum
of four quarters.  This would be evidenced by the absence of debt-
funded acquisitions or achievement of sufficient cash flows that
the company's growth strategy could be funded internally.


VALEANT PHARMACEUTICALS: Moody's Rates New Sr. Unsec. Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a rating of B1 (LGD5, 76%) to
the new senior unsecured note offering of Valeant Pharmaceuticals
International, Inc. Moody's also assigned a rating of Ba1 (LGD2,
20%) to Valeant's incremental senior secured Term Loan A and Term
Loan B. There are no changes to Valeant's existing ratings
including the Ba3 Corporate Family Rating, the Ba3-PD Probability
of Default rating, the SGL-1 Speculative Grade Liquidity Rating,
the Ba1 senior secured rating and the B1 senior unsecured rating,
although Moody's is revising LGD point estimates on the existing
debt instruments. The rating outlook is negative.

Proceeds of the new debt instruments together with a recent equity
offering are to be used in Valeant's acquisition of Bausch & Lomb.

Ratings assigned:

Valeant Pharmaceuticals International, Inc.:

Ba1 (LGD2, 20%) senior secured incremental Term Loan A

Ba1 (LGD2, 20%) senior unsecured incremental Term Loan B

B1 (LGD5, 76%) senior unsecured notes due 2021 and 2023

LGD point estimate changes:

Senior secured revolving credit facility and term loans to Ba1
(LGD2, 20%) from Ba1 (LGD2, 16%)

Senior unsecured notes of Valeant Pharmaceutical s International
to B1 (LGD5, 76%) from B1 (LGD5, 73%)

"Valeant's acquisition of Bausch & Lomb will bring significant
scale, diversity, synergies and cash flow accretion," stated
Michael Levesque, Moody's Senior Vice President. "However, pro
forma leverage exceeds management's previously communicated target
of 4.0 times even with unrealized synergies, and aggressive
financial policies and a rapid acquisition pace are reflected in
the negative rating outlook," continued Levesque.

Ratings Rationale:

Valeant's Ba3 Corporate Family Rating reflects its high pro forma
leverage in excess of 4.5 times, as well as the risks associated
with Valeant's aggressive acquisition strategy including
integration risks and rapid capital structure changes. Pro forma
leverage includes estimated acquisition synergies, but the
company's rapid pace of acquisitions makes it difficult to
ascertain a true run-rate of pro forma EBITDA. Although some
acquisitions have been focused in dermatology and eyecare, other
acquisitions have lacked such focus. The Bausch acquisition also
takes Valeant into new product areas including surgical devices
where the company does not have expertise. The ratings remain
supported by Valeant's good size and scale, a high level of
product and geographic diversity, and the lack of any major patent
cliffs relative to other pharmaceutical companies. Good free cash
flow will continue, although acquisitions will remain a use of
cash flow.

The rating outlook is negative, primarily reflecting Valeant's
leverage that is high for the Ba3 rating, its aggressive
acquisition strategy, and the risks associated with integrating
multiple large companies at once.

Valeant's ratings could be downgraded if Moody's believes that
debt/EBITDA (with credit for reasonable synergies) will be
sustained materially above 4.0 times or if other risk factors
emerge, such as litigation. Leverage inconsistent with the Ba3
rating could be created if Valeant continues to increase its pro
forma leverage, or if acquisition synergies do not materialize.
Although not expected, Valeant's ratings could be upgraded if
Moody's believes that debt/EBITDA will be sustained below 3.5
times while maintaining good organic growth rates.

The principal methodology used in this rating was the Global
Pharmaceutical Industry Methodology 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.

Headquartered in Montreal, Quebec, Valeant Pharmaceuticals
International, Inc. [NYSE: VRX] is a global specialty
pharmaceutical company with expertise in dermatology, eyecare, as
well as branded generic products. In 2012 Valeant reported net
revenues of approximately $3.5 billion.


VIGGLE INC: Hits 3 Million Registered Users
-------------------------------------------
Viggle has reached a new milestone with Vigglers having checked
into TV shows more than 250 million times.  The announcement comes
on the heels of the company reaching three million registered
users since its launch, adding more than 400,000 registered users
in May.

Viggle continues to see a steady rise in its monthly active users.
From March to April, numbers grew from 601,457 to 667,907, an
increase of more than 11 percent. During May, monthly active users
surged by 26 percent, to 838,189.  Overall, 29 percent of
registered Vigglers were active in May.  Monthly active users are
users that have logged into the Viggle app at any time during the
month.

Additionally, the number of verified check-ins per month continues
to climb while average time spent in the app remains significant.
During the month of May, Viggle had a total of 24,932,949 check-
ins, the largest number during a single month in the Company's
history.  By June 10, users' average time spent in the app since
launch was an astounding 68 minutes and 40 seconds per session.

"Our efforts to enhance users' television viewing experience
through Viggle's unique audio verified check-in and reward system
is resonating with the marketplace and engaging current and new
Vigglers," said Greg Consiglio, Viggle President and COO.  "The
company's rise in registered users, now three million strong with
250 million check-ins since launch, demonstrates our users' desire
to accumulate points and earn tangible rewards."

Viggle continues to introduce more TV experience rewards in
addition to the ones currently available in the app's catalog to
users who redeem with Viggle's increasingly popular points.
Recently, the company presented one loyal user with a trip to "The
Voice" finale.  From the app's launch through June 10, Vigglers
have redeemed 1,824,043 rewards with a retail value to consumers
of $13 million.

Rewards are earned by checking in to TV shows using the free
Viggle app, available in the App Store or from Google Play.  The
Viggle app listens to what is on TV and users get Viggle points
for every minute watched.  Members can accumulate even more points
for engaging in real-time experiences and participating in brand
advertising while watching their favorite shows and sporting
events.

                           About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York
City, expressed substantial doubt about Viggle's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and at
June 30, 2012, has deficiencies in working capital and equity.


VITESSE SEMICONDUCTOR: Columbia Pacific Holds 9.8% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Columbia Pacific Opportunity Fund, L.P., and
its affiliates disclosed that, as of June 18, 2013, they
beneficially owned 3,698,214 shares of common stock of Vitesse
Semiconductor Corporation representing 9.82 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/0MvENP

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse incurred a net loss of $1.11 million in 2012, a net loss
of $14.81 million in 2011, and a net loss of $20.05 million in
2010.  The Company's balance sheet at March 31, 2013, showed
$68.85 million in total assets, $80.96 million in total
liabilities and a $12.10 million total stockholders' deficit.


VISUALANT INC: Closes $5 Million in Equity Funding
--------------------------------------------------
Visualant, Inc., has closed equity funding in excess of $5,000,000
led by Special Situations Technology Fund.

Ron Erickson, Visualant Founder and CEO stated, "We are very
pleased to announce the close of this funding.  With this funding
we have strengthened our balance sheet, completed the purchase of
our TransTech subsidiary, and obtained working capital to support
the rapid movement of our ChromaID technology into the
marketplace.  We are pleased to have assembled a strong investor
group, led by Special Situations Technology Fund, complemented by
other leading microcap institutional investors and participation
by members of the Visualant management team.  The Company will
file its 8K with the terms and conditions in the next few days as
per regulatory guidelines."

In anticipation of the special meeting of the Company's
stockholders, the Company has received commitments from 54 percent
of its stockholders to approve an increase in the number of the
Company's authorized shares of common stock from 200,000,000 to no
less than 500,000,000.

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

                        http://is.gd/BYe0oD

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant incurred a net loss of $2.72 million for the year
ended Sept. 30, 2012, compared with a net loss of $2.39 million
for the same period during the prior year.  The Company's balance
sheet at March 31, 2013, showed $4.14 million in total assets,
$5.53 million in total liabilities, a $1.42 million total
stockholders' deficit and $40,133 in noncontrolling interest.

PMB Helin Donovan, LLP, in Nov. 10, 2012, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has sustained a net loss from operations and has an
accumulated deficit since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


VISUALANT INC: Ronald Erickson Held 9.6% Equity Stake at June 14
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Ronald P. Erickson disclosed that, as of
June 14, 2013, he beneficially owned 27,328,373 shares of common
stock of Visualant, Inc., representing 9.6 percent of the shares
outstanding.  Mr. Erickson previously reported beneficial
ownership of 10,103,573 common shares or 8.6 percent equity stake
as of Jan. 29, 2013.  A copy of the amended regulatory filing is
available for free at http://is.gd/x2n0ch

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant incurred a net loss of $2.72 million for the year
ended Sept. 30, 2012, compared with a net loss of $2.39 million
for the same period during the prior year.  The Company's balance
sheet at March 31, 2013, showed $4.14 million in total assets,
$5.53 million in total liabilities, a $1.42 million total
stockholders' deficit and $40,133 in noncontrolling interest.

PMB Helin Donovan, LLP, in Nov. 10, 2012, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has sustained a net loss from operations and has an
accumulated deficit since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


VUZIX CORP: Offering $5 Million Common Shares and Warrants
----------------------------------------------------------
Vuzix Corporation is offering approximately $5 million worth of
common stock and warrants.  The Company expects to use the net
proceeds received from this offering to complete commercialization
of the Company's waveguide, smart glasses and HD display engine
technologies, and for working capital and general corporate
purposes.  The sole bookrunner of the offering is Aegis Capital
Corp.  A copy of the free writing prospectus is available at:

                       http://is.gd/dPJ5A9

                        About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

Vuzix reported net income of $322,840 on $3.22 million of total
sales for the year ended Dec. 31, 2012, as compared with a net
loss of $3.87 million on $4.82 million of total sales during the
prior year.  The Company's balance sheet at March 31, 2013, showed
$3.08 million in total assets, $10.14 million in total liabilities
and a $7.05 million total stockholders' deficit.

EFP Rotenberg, LLP, in Rochester, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred substantial losses from operations
in recent years.  In addition, the Company is dependent on its
various debt and compensation agreements to fund its working
capital needs.  The Company was not in compliance with its
financial covenants under a senior secured debt holder and had
other debts past due in some cases.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

                        Bankruptcy Warning

"We have engaged an investment banking firm to assist us with
respect to a planned public stock offering of up to $15,000,000.
Our future viability is dependent on our ability to execute these
plans successfully.  If we fail to do so for any reason, we would
not have adequate liquidity to fund our operations, would not be
able to continue as a going concern and could be forced to seek
relief through a filing under U.S. Bankruptcy Code."


WALTER ENERGY: Moody's Retains B2 Corp. Family Rating
-----------------------------------------------------
Moody's Investors Service downgraded Walter Energy Inc.'s
Speculative Grade Liquidity Rating to SGL-4 from SGL-3. The
reduction in the short-term liquidity rating follows the company's
decision to step away from its planned refinancing transaction,
which would have provided greater financial flexibility than the
existing structure.

Moody's now believes that the company will need to obtain covenant
relief by the third quarter of 2013. Moody's also withdrew the
ratings assigned to the proposed senior secured credit facilities
on June 5, 2013. All other long-term ratings, including the B2
Corporate Family Rating, are unchanged. The rating outlook remains
negative.

Issuer: Walter Energy, Inc.

Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3

$350 million Senior Secured Revolving Credit Facility, rating
withdrawn due to cancellation of transaction

$1200 million Senior Secured Term Loan B, rating withdrawn due to
cancellation of transaction

Moody's expects continued headwinds pressuring the metallurgical
coal industry and metallurgical coal prices will weigh on Walter's
operating performance despite improvements to the company's cost
structure and balance sheet in recent quarters. Market conditions
continue to weaken appreciably with mounting evidence that
benchmark pricing for low-volatility coking coal will fall back in
the third quarter after modest improvement in the second quarter.
Expectations for tepid demand in the global steel industry suggest
additional rationalization of met coal capacity may be necessary
to improve pricing in the near-term. While some domestic and
international producers have announced additional rationalization
of production in recent weeks, the net impact on the global market
is modest and the anticipated supply/demand environment is not
likely to support meaningful price increases for at least the next
few quarters.

Amid these unfavorable industry conditions, Moody's believes
Walter's operating performance will weaken on a year-over-year
basis through at least the third quarter of 2013 with adjusted
leverage moving over 10 times (Debt/EBITDA) and bank-defined net
senior secured leverage moving over the 5.5 times level required
to maintain covenant compliance. Walter will need to amend these
covenants to maintain orderly access to its revolving credit
facility. These factors drive the reduction of the short-term
liquidity rating to SGL-4 from SGL-3, and in the absence of an
improvement in financial flexibility in the very near term could
result in further downgrades of the company's long-term credit
ratings. Moody's could also lower the B3 senior unsecured ratings
to Caa1 if the company does not complete a senior unsecured debt
offering in the very near term.

Ratings Rationale:

The B2 CFR is constrained primarily by uncertainty regarding the
company's liquidity arrangements, high absolute debt relative to
anticipated production levels, exposure to cyclical metallurgical
coal prices, and reliance on a few key mines for the majority of
earnings and cash flow. The potential to generate strong earnings
and cash flow on a mid-cycle basis supports the rating.

The negative outlook reflects concerns that the company could burn
cash absent improved market conditions for metallurgical coal and
that it may not maintain covenant compliance. Moody's could
downgrade the rating if Walter does not improve financial
flexibility in the very near term, with further deterioration in
coal market conditions, or substantive cash burn. Upward rating
momentum is limited at present, but stabilization of the outlook
could occur if the company demonstrates an ability to maintain at
least breakeven cash flow, reduces leverage to below 10 times, and
improves its liquidity position. An upgrade likely would require
expectations for interest coverage sustained above 1.5 times,
leverage sustained below 6 times, and sufficient cash flow to
facilitate meaningful debt reduction.

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

Walter Energy, Inc., headquartered in Birmingham, Alabama, is
primarily a metallurgical coal producer which also produces
metallurgical coke, steam and industrial coal, and natural gas.
The company acquired met coal producer Western Coal Corporation in
April 2011.


WAVE SYSTEMS: Amends 1.8-Mil. Class A Shares Resale Prospectus
--------------------------------------------------------------
Wave Systems Corp. has amended its registration statement relating
to the resale of up to 1,204,820 shares of Wave's Class A common
stock, par value $0.01 per share, and up to 602,410 shares of
Wave's Class A common stock, par value $0.01 per share, issuable
upon the exercise of warrants, by Cranshire Capital Master Fund,
Ltd., and Anson Investments Master Fund, LP.

The Company will not receive any proceeds from the sale of these
shares of Class A common stock by the selling stockholders.

Wave's Class A common stock is traded on the Nasdaq Capital Market
under the symbol "WAVX."  The last reported sale price of the
Company's Class A common stock on the Nasdaq Capital Market on
June 14, 2013, was $0.43 per share.

A copy of the amended Form S-3 is available for free at:

                        http://is.gd/EDwq1Z

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

KPMG LLP, in Boston Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $33.96 million, as compared with a net loss of $10.79
million in 2011.  The Company's balance sheet at March 31, 2013,
showed $10.77 million in total assets, $22.19 million in total
liabilities and a $11.42 million total stockholders' deficit.


WEST CORP: S&P Raises CCR to 'BB-' & Removes from CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Omaha, Neb.-based business process outsourcer West Corp.
to 'BB-' from 'B+' and removed it from CreditWatch, where S&P
placed the rating with positive implications on March 19, 2013,
following the company's announcement that it was raising about
$500 million through an initial public offering to repay debt.
S&P also removed all other ratings from CreditWatch.

At the same time, S&P raised the issue-level rating on the
company's secured term loans due 2016 and 2018 to 'BB' (one notch
higher than the 'BB-' corporate credit rating on the company) from
'B+', and revised the recovery rating to '2' from '3', indicating
S&P's expectation for substantial (70% to 90%) recovery for the
lenders in the event of a payment default.

S&P also withdrew its issue-level ratings on the company's
subordinated notes.

The upgrade reflects Standard & Poor's view that lower debt
leverage and a less aggressive financial policy will strengthen
the company's financial profile.  In S&P's view, the rating on
West Corp. reflects S&P's expectation that leverage will remain
relatively high, in the 4x to 5x area over the intermediate term,
as the company will operate under a less aggressive financial
policy and continues its acquisition-oriented growth strategy.
This expectation underscores S&P's assessment of West Corp.'s
financial risk profile as "aggressive" (based on S&P's criteria).
West Corp. has been an active acquirer of automated services
companies as it seeks to expand its presence in higher-margin
areas.  S&P views the company's business risk profile as "fair,"
based on its good EBITDA margin and revenue stability.  S&P
believes these dynamics will result in West achieving low- to mid-
single-digit percentage revenue and EBITDA growth, on average,
over the intermediate term, with slightly lower leverage.

West is a business process outsourcer of conferencing services,
public safety services, automated alerts, notifications services,
and agent-based and automated call center services, with
operations in the U.S., the U.K., and many other countries.  The
company has a good EBITDA margin and competitive position in the
fragmented, highly competitive market for communication services.
West competes with larger peers with significant offshore
operations, and often with clients' in-house staff.  The market
for conferencing services also is competitive, despite higher
margins. West strives to increase call volume and reduce costs to
offset steadily declining pricing, which it has generally
accomplished. This trade-off will likely hurt its EBITDA margin
over time. Nonetheless, S&P believes longer-term trends generally
will continue to favor outsourcers such as West, as companies
continue outsourcing noncore functions to extract operating
efficiencies.


WESTMORELAND COAL: Imminent Danger Order Lifted at Rosebud Mine
---------------------------------------------------------------
Western Energy Company, a subsidiary of Westmoreland Coal Company,
received an imminent danger order under section 107(a) of the
Federal Mine Safety and Health Act of 1977 at its Rosebud Mine in
Colstrip, Montana.  The order alleged that a miner was working
under a lifted load when he entered the drop radius of a length of
drill steel that was being hoisted into the drill by a crane. One
end of the drill steel was touching the ground while the other end
was held by the crane.  The order was subsequently terminated on
June 12, 2013, when the miner was removed from the fall radius of
the drill steel and the drill steel was lowered back to the
ground.  No injuries occurred as a result of the cited condition.

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal incurred a net loss of $13.66 million in 2012, a
net loss of $36.87 million in 2011, and a net loss of $3.17
million in 2010.  The Company's balance sheet at March 31, 2013,
showed $943.01 million in total assets, $1.22 billion in total
liabilities and a $286.53 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


WITTENBERG UNIVERSITY: Moody's Lowers Rating Two Notches to 'B1'
----------------------------------------------------------------
Moody's Investors Service has downgraded Wittenberg University's,
OH (Wittenberg or university) rating to B1 from Ba2. The rating
action affects $36.5 million of rated debt issued through the Ohio
Higher Educational Facility Commission. The rating outlook is
negative.

Rating Rationale:

The downgrade to B1 with a negative outlook is driven by deeply
structurally imbalanced operating performance, weakening balance
sheet and liquidity, and a fragile market position. The B1 rating
also incorporates relatively healthy donor support and commitment
from a new management team to balance the operating budget by FY
2017. The negative outlook at the lower rating level reflects
stagnant projected operating revenues for FY 2013 and weakened
liquidity.

Challenges

- Diminished monthly liquidity declining 27% to $17.8 million
   from $24.3 million in FY 2011, reflecting a continued spend
   down of cash to support operations and debt service payments.
   Moody's expects liquidity to remain thin due to structural
   operating deficits.

- A recent history of deep operating deficits and negative cash
   flow. In FY 2012, the three-year average operating margin
   weakened to a deficit of 11.9% with a negative 1.6% cash flow
   margin leading to a very weak debt service coverage ratio of
   negative 0.2 times, as calculated by Moody's. Operating cash
   flow margins are projected to turn positive in FY 2013, driven
   primarily by substantial cuts in spending.

- Stagnant enrollment growth and aggressive tuition discounting
   as a result of stiff competition within the State of Ohio. The
   freshman discount rate was 54.2% for fall 2012 and is not
   expected to improve for the incoming fall 2013 class,
   continuing to hamper net tuition revenue growth and is a
   particular credit challenge given a high (80%) reliance on
   student charges.

- Frail balance sheet with expendable financial resources of
   negative $0.4 million cushioning debt and operations a
   negative 0.01 times and negative 0.01 times, respectively in
   FY 2012. Expendable financial resources are depressed by a
   post-retirement health liability of $12.5 million

- Relatively high debt burden, with debt-to-revenues of 0.83
   times at fiscal year-end 2012 (FYE 2012). The increasing
   average age of plant of over 21.5 years indicates likely
   needed future campus investments. The university added modest
   bridge financing for several capital improvement initiatives
   which have been partially repaid through gift revenues. There
   are no future borrowing plans.

- Aggressive endowment investment portfolio compared to colleges
   and universities of similar size with relatively high exposure
   to private equity and hedge funds within the rated group. The
   university had $17.8 million in monthly liquidity as of FYE
   2012, which is low in light of the university's reliance on
   endowment revenues to support operations and debt service
   payments.

Strengths

- Multi-year expense reductions in FY 2012 and FY 2013 in
   response to limited revenue growth are projected to improve
   operating performance in FY 2013.

- Total financial resources remain relatively healthy for the
   rating category at $85.3 million in FY 2012, though donor
   restrictions currently limit the ability of financial
   resources to offset debt and operations. Total financial
   resources cushioned direct debt by 1.75 times and operations
   1.26 times in FY 2012. An estimated $74.7 million, or 87% of
   total financial resources, remains permanently restricted as
   of FY 2012.

- Sustained philanthropic support, with three-year average
   annual gift revenues of $5.8 million from FY 2010-FY 2012 and
   expect that fundraising will improve, as Wittenberg raises
   funds for capital improvements and to grow the endowment.

- New president, who started in July 2012, is working with
   management and the board to improve Wittenberg's financial
   position. The board has recruited or replaced other key
   management positions, implemented new strategic and
   operational initiatives and detailed internal performance
   measurement standards.

Outlook

Wittenberg University's negative outlook anticipates weak
performance over the next 12-24 months as the university's board
and management continues to grapple with decreased revenue
projections and continued liquidity pressures.

What Could Make the Rating Go Up?

Unlikely at this time, given the negative outlook. Over a longer
period of time, upward rating pressure would be driven by
sustained improvement in operations, resulting in consistent
coverage of debt service, coupled with improved liquidity and
stable enrollment and net tuition trends

What Could Make the Rating Go Down?

Further reduction in liquidity; continued operating deficits,
inability to at least stabilize enrollment or tuition revenue;
additional borrowing. A further downgrade could result in a rating
differentiation for the Series 1999 and 2005 bonds with a debt
service reserve fund and the rating on the Series 2001 bonds that
do not benefit from a debt service reserve fund.

The principal methodology used in this rating was U.S. Not-for-
Profit Private and Public Higher Education published in August
2011.


WSG CHARLOTTESVILLE: Managers Liable to $2.48MM Lehman Debt
-----------------------------------------------------------
LBCMT 2007-C3 SEMINOLE TRAIL, LLC, Plaintiff, v. ERIC D. SHEPPARD
and PHILIP WOLMAN, Defendants, Civil Action No. 3:12CV00025 (D.
W.D. Va.), asserts that Messrs. Sheppard and Wolman are personally
liable for the entire $2,480,000 commercial mortgage loan that WSG
Charlottesville LLC obtained from Lehman Brothers Bank, FSB, in
2007.  The loan is evidenced by a promissory note signed by Mr.
Wolman, and secured in part by a deed of trust on certain property
in Albemarle County, Virginia, which was signed by Mr. Sheppard.
Messrs. Sheppard and Wolman also executed a Guaranty of Recourse
Obligations of Borrower.  Messrs. Sheppard and Wolman are managers
of WSG Charlottesville, one of several corporations they set up
for the development of retail shopping centers throughout the
Commonwealth of Virginia.  The Guaranty and other documents
evidencing and securing the loan were ultimately assigned to
Seminole Trail.  WSG Charlottesville defaulted on the debt and on
May 1, 2012, filed a voluntary Chapter 11 petition (Bankr. E.D.
Va. Case No. 12-12785).

In a June 17, 2013 Memorandum Opinion available at
http://is.gd/gl1cqvfrom Leagle.com, Chief District Judge Glen E.
Conrad granted Seminole Trail summary judgment, holding that the
defendants are liable for the amount due and owing under the
Guaranty in the amount of $3,444,770, as of April 11, 2012, with
per diem interest accruing at a rate of $642.29 until paid.

WSG Charlottesville, LLC, based in Miami, Florida, filed for
Chapter 11 bankruptcy (Bankr. E.D. Va. Case No. 12-12785) on
May 1, 2012.  Lawrence Allen Katz, Esq. -- lkatz@ltblaw.com -- at
Leach Travell Britt PC, serves as the Debtor's counsel.  In its
petition, the Debtor estimated $1 million to $10 million in assets
and debts.  A list of the Company's 11 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/vaeb12-12785.pdf The petition was signed
by Eric D. Sheppard, executive and operating manager.

The bankruptcy filing was made at the last-minute, according to a
Daily Progress report, to postpone a planned foreclosure auction
sale of the Charlottesville Center, a small Albemarle County, Va.,
shopping center drawn into a Florida-based Ponzi scheme.  The
Charlottesville Center was set to go to auction on the county
courthouse steps at 11:30 a.m. on May 1, 2012.  The bankruptcy
petition was filed in bankruptcy court in Alexandria, Va., 20
minutes before the auction was set to begin.  The report says
about six prospective bidders who showed up for the sale were
turned away.

WSG Charlottesville is owned by Florida residents Eric D. and
Jennifer L. Sheppard.  The Daily Progress reported that the
Albemarle and Loudoun properties are part of a forced bankruptcy
in Florida in which the Sheppards are accused of benefiting from
money lent to Capitol Investments USA, a company created by
convicted Ponzi schemer Nevin Shapiro.


Z TRIM HOLDINGS: Files Copy of Investor Presentation
----------------------------------------------------
Z Trim Holdings, Inc., will present to members of the investment
community as part of a road show program.  A copy of the investor
presentation entitled "A Global Food and Industrial Ingredients
Technology Company" to be used on the road show is available at:

                        http://is.gd/ohcelT

                            About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

Z Trim Holdings disclosed a net loss of $9.58 million in 2012
following a net loss of $6.94 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $5.60 million in total
assets, $8.85 million in total liabilities and a $3.25 million
total stockholders' deficit.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company had a working capital deficit and reoccurring losses
as of Dec. 31, 2012.  These conditions raise substantial doubt
about its ability to continue as a going concern.


ZHONE TECHNOLOGIES: Gets NASDAQ Delisting Determination Letter
--------------------------------------------------------------
Zhone Technologies, Inc., on June 19 disclosed that on June 18,
2013, Zhone received a Staff Delisting Determination letter from
the Listing Qualifications Staff of The NASDAQ Stock Market LLC
notifying the Company that it had not regained compliance with the
$1.00 minimum bid price requirement for continued listing on The
NASDAQ Capital Market, as set forth in Listing Rule 5550(a)(2),
and that, as a result, the Company's securities would be subject
to delisting unless the Company timely requests a hearing before
the NASDAQ Listing Qualifications Panel.

The Company intends to timely request a hearing before the Panel,
at which the Company will present its plan to regain compliance
with the minimum bid price requirement, including via the
implementation of a reverse stock split if necessary.  While the
Company is diligently working to regain compliance, there can be
no assurance that the Panel will grant the Company's request for
continued listing.

                     About Zhone Technologies

Zhone Technologies, Inc. is a provider of IP multi-service access
solutions, serving more than 750 of the world's most innovative
network operators.  Zhone is headquartered in California and its
products are manufactured in the USA in a facility that is
emission, waste-water and CFC free.


* New York State Announces Plan to Help Cash-Strapped Cities
------------------------------------------------------------
Edith Honan, writing for Reuters, reported that New York state
lawmakers announced plans to create a financial restructuring
board and binding arbitration process to help struggling
municipalities manage their finances.

According to the report, the legislation, which will be taken up
by the state legislature soon, is designed to shore up fiscally
distressed communities with shrinking tax bases and high expenses.

"Localities across the state are facing a growing financial crisis
of soaring retirement costs while their populations stagnate and
property values drop," said New York Governor Andrew Cuomo,
announcing the deal with the majority leaders in both houses of
the state legislature, the report related. "The only options for
struggling municipalities cannot be bankruptcy or being subject to
a financial control board."

The governor did not indicate which cities and towns would likely
take part in the new program, the report said.

The board would be charged with making recommendations on
improving fiscal stability, management and the delivery of public
services to municipalities that request its help, the report
further related. The board would be able give communities up to $5
million to make the changes.


* Monitor Finds Lenders Failing Terms of Settlement
---------------------------------------------------
Shaila Dewan, writing for The New York Times, reported that the
nation's five biggest mortgage lenders have largely satisfied
their financial obligations under last year's $25 billion
settlement over mortgage abuses, helping hundreds of thousands of
families keep their homes. But four of the five have yet to meet
their commitment to end the maze of frustrations that borrowers
must navigate to modify their loans, according to a report by the
settlement's independent monitor.

According to the report, the most common failure involved a
requirement that borrowers be notified in a timely manner of any
documents missing from their applications. Banks also failed to
meet strict timelines for approving applications. The settlement
requires that borrowers be notified of missing documents within
five days and given 30 days to supply the missing paperwork and
that decisions be rendered at most 30 days after an application is
completed.

"I think what you see is there's still a communication problem,"
said Joseph A. Smith Jr., the monitor, the report related. "If
there's a unifying feature, it's that the servicers who failed
these things are not yet communicating effectively."

The mortgage settlement came after the housing crash led to a wave
of foreclosures across the country and after widespread
improprieties in mortgage lending and in the foreclosure process
were uncovered, the report noted.

The banks report their own performance on 29 loan servicing
criteria, and their findings are then tested in a random sampling
by outside consultants overseen by the monitor, the report said.


* SEC Says It Will Seek Admission of Wrongdoing More Often
----------------------------------------------------------
Dave Michaels, writing for Bloomberg News, reported that the U.S.
Securities and Exchange Commission will seek more admissions of
wrongdoing from defendants as a condition of settling enforcement
cases, the agency's chairman said.

According to the report, SEC Chairman Mary Jo White said the
change in policy would probably apply to cases in which investors
were significantly harmed and the alleged fraud was egregious. The
former federal prosecutor said last month she was reviewing the
practice of settling cases without requiring defendants to admit
misconduct.

"We are going to in certain cases be seeking admissions going
forward," White said at a Wall Street Journal CFO Network event in
Washington, the report related. "To some degree, it can turn on
how much harm has been done to investors, how egregious is the
fraud. So I think you will see going forward some change in that
space."

The SEC's practice of settling cases without requiring admissions
has been criticized by lawmakers, consumer groups and jurists
including U.S. District Court Judge Jed Rakoff, who in November
2011 rejected a proposed $285 million settlement with Citigroup
Inc., the report noted.

Rakoff cited the public interest in learning the truth about SEC
allegations that Citigroup misled investors in a $1 billion
collateralized debt obligation linked to risky mortgages, the
report said. In 2009, Rakoff rejected a $33 million agreement
between the SEC and Bank of America Corp.


* Mortgage-Bond Auction Failures Reach Most in 2013 as Prices Drop
------------------------------------------------------------------
Jody Shenn, writing for Bloomberg News, reported that U.S. home-
loan bonds without government backing are failing to trade at
investor auctions at the fastest pace this year as prices tumble
after a rally.

According to the report, the share of non-agency bonds reported by
dealers as not trading after being included in widely marketed
auctions rose to 44 percent in the first half of June, up from 18
percent last month, according to data from New York-based
Empirasign Strategies LLC, which tracks the information. A total
of $9.5 billion of the debt was offered, about the same pace as in
the first four months this year, after $32.3 billion in all of
May.

Typical prices for senior securities backed by option adjustable-
rate mortgages dropped to 68 cents on the dollar last week from 74
cents a month earlier, as concern that the Federal Reserve will
curb its bond buying roils financial markets, Barclays Plc data
show, the report said. Such declines are slowing trading as
potential buyers offer bids that sellers consider too low, and
Wall Street banks fail to take up the slack.

"The Street is long from a lot of customer sales in the last six
weeks, and the move down in price has had an impact on their
ability to provide liquidity," Scott Buchta, head of fixed-income
strategy at New York-based brokerage Brean Capital LLC, said in a
telephone interview with Bloomberg. Potential buyers are being
"much more opportunistic," while some sellers are trying to
"execute at yesterday's levels." Others are seeking bids simply to
gauge current prices, he said.


* Lawyer Claims Wells Fargo Sold Risky Program as Safe
------------------------------------------------------
Margaret Cronin Fisk & Beth Hawkins, writing for Bloomberg News,
reported that Wells Fargo & Co. marketed a risky securities-
lending program as safe and cost institutional investors millions
of dollars in losses, a lawyer said at the start of trial.

"Securities lending was represented by Wells Fargo to be a minimal
or no-risk investment," Mike Ciresi, a lawyer for Blue Cross Blue
Shield of Minnesota and 11 other plaintiffs, said in his opening
statement in federal court in St. Paul, the report related.

According to the report, the case is one of at least five against
Wells Fargo over its securities lending. The suits were brought in
Minnesota, where Wells Fargo's securities-lending program was
located. The San Francisco-based bank 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. That judgment was upheld on appeal.

Wells Fargo is scheduled for a third trial on the same claims from
different plaintiffs in September, brought on behalf of a class 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 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 reimbursement of losses plus punitive damages, the report
related. A jury of eight women and four men was selected.


* Owner-Vacated Properties Represent 20% of Foreclosures
--------------------------------------------------------
RealtyTrac(R) on June 20 released a report showing that as of June
owners had vacated 167,680 foreclosure properties nationwide,
representing 20 percent of all U.S. properties in the foreclosure
process.  These owner-vacated foreclosures are in addition to
544,274 bank-owned homes nationwide that have been foreclosed on
but not sold to a third party.

In addition more than 650,000 homes in the foreclosure process
have not been vacated by the homeowner but are likely to end up as
short sales, foreclosure auction sales or bank-owned sales in the
future, bringing total foreclosure-related inventory on RealtyTrac
to nearly 1.4 million.

High-level findings from the report

        --  Of the total 167,680 vacant foreclosure properties
nationwide, Florida documented the most by far of any state, with
55,503, accounting for 33 percent of the national total. Illinois
posted the second highest total (17,672), followed by California
(9,802), Ohio (9,723), and New York (9,173).

        --  States where the percentage of owner-vacated
foreclosures was above the national average of 20 percent included
Indiana (32 percent), Oregon (28 percent), Nevada (28 percent),
Washington (27 percent), and Georgia (27 percent).

        --  Chicago documented the most owner-vacated foreclosures
of any metro area nationwide, with 14,717, representing 17 percent
of all properties in foreclosure, followed by Miami (13,901), New
York (10,074), Tampa-St. Petersburg-Clearwater (9,998), and
Orlando (5,569).

        --  Florida accounted for 85 of the top 100 zip codes in
terms of total owner-vacated foreclosures, led by zip code 34668
in the Tampa-St. Petersburg-Clearwater metropolitan statistical
area.

        --  Vacancy rates were higher on lower-end foreclosures:
29 percent on homes valued below $50,000 and 25 percent on homes
valued between $50,000 and $100,000. Meanwhile 12 percent of homes
valued $1 million or more were vacant.

        --  Among the five servicers involved in the national
mortgage settlement, Bank of America and GMAC (Ally) had the
highest percentage of owner-vacated foreclosures, with 23 percent,
followed by Chase with 21 percent and Wells Fargo and Citi tied
with 20 percent.

"Somewhat ironically, efforts to slow the slide of the housing
market in previous years are now hampering a smooth recovery by
holding back inventory of homes that almost certainly must sell in
the future but are not yet listed for sale," said Daren Blomquist,
vice president at RealtyTrac.  "This includes homes in foreclosure
that have been vacated by the homeowner, which account for one in
every five U.S. properties actively in the foreclosure process, as
well as more than half a million bank-owned homes.

"Efforts to prevent unnecessary foreclosures and mitigate their
impact on home values have resulted in a foreclosure process that
takes an average of 477 days nationwide, and more than two years
in some states -- which is holding many of these must-sell
properties off the market," Mr. Blomquist continued.  "Even if all
these homes flooded the market simultaneously they would likely
not cause the once-feared double dip in prices given supply
constraints from non-distressed sellers and stronger demand.
Given these market dynamics, it's not surprising to see that
Florida, Illinois and New Jersey -- states with three of the four
longest foreclosure timelines -- have all had laws take effect in
the last six months that speed up the foreclosure process on
vacant properties.  These laws should help provide some extra
supply and possibly help reduce the threat of another housing
price bubble forming in these markets."

"The eventual release of these properties will be welcome In the
market," said Emmett Laffey, CEO of Laffey Fine Homes, covering
Long Island and the five boroughs in New York City.  "Buyer
appetite for foreclosed properties is at an all-time high.
Investors will continue to swarm at below-market deals."

                        Report Methodology

RealtyTrac compared its address-level data of properties actively
in the foreclosure process (in default or scheduled for
foreclosure auction) with data from the U.S. Postal Service
indicating whether a home has been vacated by the homeowner.

                      About RealtyTrac Inc.

RealtyTrac -- http://www.realtytrac.com-- is a supplier of U.S.
real estate data, with more than 1.5 million active default,
foreclosure auction and bank-owned properties, and more than 1
million active for-sale listings on its website, which also
provides essential housing information for more than 100 million
homes nationwide.  This information includes property
characteristics, tax assessor records, bankruptcy status and sales
history, along with 20 categories of key housing-related facts
provided by RealtyTrac's wholly-owned subsidiary, Homefacts(R).
RealtyTrac's foreclosure reports and other housing data are relied
on by the Federal Reserve, U.S. Treasury Department, HUD, numerous
state housing and banking departments, investment funds as well as
millions of real estate professionals and consumers, to help
evaluate housing trends and make informed decisions about real
estate.


* BOOK REVIEW: The Oil Business in Latin America: The Early Years
-----------------------------------------------------------------
Author:  John D. Wirth Ed.
Publisher:  Beard Books
Softcover:  282 pages
List price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://is.gd/DvFouR

This book grew out of a 1981 meeting of the American Historical
Society. It highlights the origin and evolution of the state-
owned petroleum companies in Argentina, Mexico, Brazil, and
Venezuela.

Argentina was the first country ever to nationalize its
petroleum industry, and soon it was the norm worldwide, with the
notable exception of the United States. John Wirth calls this
phenomenon "perhaps in our century the oldest and most
celebrated of confrontations between powerful private entities
and the state."

The book consists of five case studies and a conclusion, as
follows:

     * Jersey Standard and the Politics of Latin American Oil
          Production, 1911-30 (Jonathan C. Brown)

     * YPF: The Formative Years of Latin America's Pioneer State
          Oil Company, 1922-39 (Carl E. Solberg)

     * Setting the Brazilian Agenda, 1936-39 (John Wirth)

     * Pemex: The Trajectory of National Oil Policy (Esperanza
          Duran)

     * The Politics of Energy in Venezuela (Edwin Lieuwen)

     * The State Companies: A Public Policy Perspective (Alfred
          H. Saulniers)

The authors assess the conditions at the time they were writing,
and relate them back to the critical formative years for each of
the companies under review. They also examine the four
interconnecting roles of a state-run oil industry and
distinguish them from those of a private company. First, is the
entrepreneurial role of control, management, and exploitation of
a nation's oil resources. Second, is production for the private
industrial sector at attractive prices. Third, is the
integration of plans for military, financial, and development
programs into the overall industrial policy planning process.
Finally, in some countries is the promotion of social
development by subsidizing energy for consumers and by promoting
the government's ideas of social and labor policy and labor
relations.

The author's approach is "conceptual and policy oriented rather
than narrative," but they provide a fascinating look at the
politics and development of the region. Mr. Brown provides a
concise history of the early years of the Standard Oil group and
the effects of its 1911 dissolution on its Latin American
operations, as well as power struggles with competitors and
governments that eventually nationalized most of its activities.
Mr. Solberg covers the many years of internal conflict over oil
policy in Argentina and YPF's lack of monopoly control over all
sectors of the oil industry. Mr. Wirth describes the politics
and individuals behind the privatization of Brazil's oil
industry leading to the creation of Petrobras in 1953. Mr. Duran
notes the wrangling between provinces and central government in
the evolution of Pemex, and in other Latin American countries.
Mr. Lieuwin discusses the mixed blessing that oil has proven for
Venezuela., creating a lopsided economy dependent on the ups and
downs of international markets. Mr. Saunders concludes that many
of the then-current problems of the state oil companies were
rooted in their early and checkered histories." Indeed, he says,
"the problems of the past have endured not because the public
petroleum companies behaved like the public enterprises they
are; they have endured because governments, as public owners,
have abdicated their responsibilities to the companies."

John D. Wirth is Gildred Professor of Latin American Studies at
Standford University.


                            *********

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
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liabilities that may never materialize.  The prices at which
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Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
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available at your local bookstore or through Amazon.com.  Go to
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Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

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

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

                           *********

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

Troubled Company Reporter is a daily newsletter co-published
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Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

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