TCR_Public/130624.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, June 24, 2013, Vol. 17, No. 173

                            Headlines

38 STUDIOS: Rhode Island on Track to Make Payment on Bonds
ADVANTA BUSINESS: S&P Lowers Rating on Class B(2007-B2) Notes to D
AFA FOODS: Revises Settlement to $1.65M for Former Workers
ALL AMERICAN PET: Incurs $679,385 Net Loss in First Quarter
ALL THE LITTLE THINGS: Voluntary Chapter 11 Case Summary

ALLIED IRISH: To Release Half Year Results on Aug. 1
AMERICAN AIRLINES: GAO Says Tie-Up Would Restrain Competition
AMERICAN AIRLINES: Gets Approval to Head Off Make-Whole Appeal
AMERICAN AIRLINES: Argues Appeal on Repaying Bonds With Make-Whole
AMERICANWEST BANCORPORATION: Plan Disclosure Approved

AMG CAPITAL: Fitch Hikes Trust Preferred Securities Rating to BB
APPLIED DNA: Has Lease Agreement with LIHTI
ARMORWORKS ENTERPRISES: Case Summary & Creditors List
AS SEEN ON TV: Cancels Marketing Agreement with Presser
AS SEEN ON TV: G-Unit Brands Held 2% Equity Stake in 2011

ASPECT SOFTWARE: S&P Affirms 'B-' CCR & Rates $85MM Loan 'B'
ATLANTIC COAST: CFO to Serve Interim President and CEO
ATP OIL & GAS: Lenders Sweeten Offer With $1.8M Additional Cash
AZTEC RENTALS: Case Summary & 20 Largest Unsecured Creditors
BANK OF LOUISVILLE: Voluntary Chapter 11 Case Summary

BERKLEY TRACE: Case Summary & 4 Unsecured Creditors
BERNARD L. MADOFF: Banks Use pari delicto in Win vs. Trustee
BEXAR COUNTY: Moody's Confirms Ratings on $14.3 Million Bonds
BIOLIFE SOLUTIONS: Thomas Girschweiler Holds 24.7% Equity Stake
BIRCH MOUNTAIN: SEC Revokes Registration of Securities

BON-TON STORES: Shareholders Elect Seven Directors
BOULDER BRANDS: S&P Assigns 'B+' Rating to $320MM Facilities
CAPITOL BANCORP: Agrees to Delay Confirmation Hearing
CAPITOL INVESTMENTS: Shook Hardy Wants Atty Evaluations Nixed
CAPSUGEL HOLDINGS: Debt Cuts Prompt Moody's to Raise CFR to 'B1'

CENTRAL EUROPEAN: Restates 2011 and 2010 Financial Statements
CHAMPION INDUSTRIES: To Sell Newspaper Unit for $10 Million
CHG HEALTHCARE: S&P Affirms 'B' Rating to 1st Lien Credit Facility
CHROMCRAFT REVINGTON: Recurring Losses Cue Going Concern Doubt
CHRYSLER GROUP: Refinances $4.2 Billion in Debt

CLEAR CHANNEL: Issues $1.2 Billion New Notes
CO-OPERATIVE BANK: DBRS Lowers Subordinated Debt to 'CC'
COMPETITIVE TECHNOLOGIES: Incurs $782K Net Loss in Q1
COOPER TIRE: Fitch Says CDS Spreads Signal Credit Woes
COSTA DORADA: Has Exit Plan Draft; Wants Filing Deadline Moved

COPYTELE INC: Amends April 30 Quarter Form 10-Q
DETROIT, MI: Manager Lists Demands on Pensions, Benefits
DETROIT, MI: Moody's Lowers Rating on GOULT Bonds to 'Caa2'
DEWEY & LEBOEUF: Court Okays $17 Million in Fees
DEX MEDIA EAST: Bank Debt Trades at 21% Off

EAST END: Amended Plan Outline Order Entered, July 1 Conf. Hrg Set
EASTMAN KODAK: Seeks Approval of Deal to Backstop Rights Offering
EASTMAN KODAK: Details Rights Offer for Larger Creditors
ECO BUILDING: Amends Sept. 30 Quarter Form 10-Q
ELBIT IMAGING: Deadline to File Position Statement on June 25

ELITE PHARMACEUTICALS: Swings to $1.5MM Net Income in 2013
ENERGY CONVERSION: Credit Suisse Feels The Heat Over Chapter 11
ENERGYSOLUTIONS INC: Deloitte & Touche Replaces E&Y as Auditor
ENRON CORP: Court Reduces Skilling's Jail Time to 14 Years
EPICEPT CORP: Amends Merger Agreement with Immune

EXIDE TECHNOLOGIES: Securities to be Delisted From NASDAQ
EXTENDED STAY: Blackstone Settles Suit Over LBO for $10MM
EXTENDED STAY: Blackstone Pays $10MM to End $1-Bil. Buyout Suits
FAIRPOINT COMMUNICATIONS: Bank Debt Trades at 3% Off
FIRST CONNECTICUT: Can File Bankruptcy Plan Thru Oct. 28

FIRST CONNECTICUT: Gets Interim Order for Cash Collateral Use
FIRST DATA: Bank Debt Due Feb. 2018 Trades at 2% Off
FIRST DATA: Bank Debt Due March 2018 Trades at 2% Off
FNB UNITED: Shareholders OK Name Change to "CommunityOne Bancorp"
FREEDOM GROUP: S&P Retains 'B+' CCR on CreditWatch Developing

FRIENDFINDER NETWORKS: Obtains Forbearance Extension Until July 1
FTLL ROBOVAULT: Case Converted Into Chapter 7 Proceeding
GEOMET INC: Receives $62-Mil. From Sale of Alabama Properties
GILBERT AUTO: Court Dismisses 3 Chapter 11 Cases
GLOBAL BUSINESS: Voluntary Chapter 11 Case Summary

GMX RESOURCES: Directors Tom Casso and Ken Kenworthy Quit
GYMBOREE CORP: Bank Debt Trades at 3% Off
HOFFMASTER GROUP: Weak Performance Cues Moody's to Cut CFR to B3
HEALTHWAREHOUSE.COM INC: Appoints Ned Siegel as Director
HEALTHWAREHOUSE.COM INC: L. Dhadphale Equity Stake Down to 16%

HEALTHWAREHOUSE.COM INC: Cape Bear Holds 4.9% Equity Stake
HERCULES OFFSHORE: Fleet Status Report as of June 20
HONDO MINERALS: Incurs $3.3-Mil. Net Loss in Q3 Ended April 30
HORIZON LINES: Seeking OK to Hike Authorized Shares to 150-Mil.
HOSPIRA INC: Cash Constraints Cue Moody's to Lower Rating to Ba1

HOWREY LLP: Settles Unfinished Business Claims With 3 Firms
I-35 SAND: Case Summary & 20 Largest Unsecured Creditors
INOVA TECHNOLOGY: Awaits New Certificates From DTC
INSPIRATION BIOPHARMA: Court Okays Cash Collateral Stipulation
INTELLICELL BIOSCIENCES: Issues 9.8MM Add'l Shares to Hanover

JAD DEVELOPMENT: Voluntary Chapter 11 Case Summary
JEFFERSON COUNTY: Appeals Court Gives Jan. 15 Deadline for Plan
JEWISH COMMUNITY CENTER: Files Plan; Unsecureds to Get 6.25%
KIT DIGITAL: Equity Committee Finds Two Other Buyers
LEHMAN BROTHERS: European Creditors to Get Further $5.5B Payout

LENNAR CORPORATION: Fitch Affirms 'BB+' Issuer Default Rating
LIBERTY MUTUAL: Fitch Affirms 'BB' Ratings on 3 Note Classes
LIONS GATE: Moody's Lifts Rating on $436MM 2nd Lien Notes to Ba3
MARKETING WORLDWIDE: DPIT 2 Held 12.5% Equity Stake at May 31
MCGRAW-HILL GLOBAL: Bank Debt Trades at 1% Off

MEDICURE INC: Notice of Change of Auditor
MERISEL INC: Files Schedule 13E-3 Transaction Statement
MESA INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
MOBIVITY HOLDINGS: Bolsters Balance Sheet with $11MM Financing
MORGANS HOTEL: Note Holders Seek Payment of $18.5 Million

MOTORCAR PARTS: Nantahala Capital Had 9.4% Equity Stake at June 7
MUELLER WATER: S&P Raises CCR to 'BB-'; Outlook Stable
MUNICIPAL MORTGAGE: Shareholders Elect Three Directors
NAKED BRAND: Incurs $643K Net Loss in April 30 Quarter
NAKNEK ELECTRIC: Distribution to Class 10 Claims in August

NATIONAL HOLDINGS: Inks Definitive Merger Agreement with Gilman
NATIVE WHOLESALE: Webster Approved to Handle New York Litigation
NETFLIX INC: Moody's Says DreamWorks Deal Supports 'Ba3' Rating
NEWLEAD HOLDINGS: Sees $403.9 Million Net Loss for 2012
NEWLEAD HOLDINGS: Issues 6.8MM Add'l Settlement Shares to Hanover

NEXSTAR BROADCASTING: S&P Assigns 'BB' Rating to $230MM Term Loan
NJSR SURGICAL: Case Summary & 20 Largest Unsecured Creditors
NORTEL NETWORKS: Taps CBRE as Listing and Leasing Agent
NPS PHARMACEUTICALS: Sees 200-300 Patients on Gattex by Yearend
ONCURE HOLDINGS: Radiation Oncology Provider Has Loan Approved

OP-TECH ENVIRONMENTAL: Inks Merger Agreement with NRC
OPTIMUMBANK HOLDINGS: Regains Compliance with NASDAQ Bid Price
ORCHARD SUPPLY: Meeting to Form Creditors' Panel on June 26
ORCHARD SUPPLY: Hiring Approvals Sought
ORCHARD SUPPLY: Delays May 4 Form 10-Q Due to Bankruptcy Filing

ORCHARD SUPPLY: Gets Delisting Notice From NASDAQ
ORCKIT COMMUNICATIONS: Files Plan of Arrangement in Israel
ORECK CORP: U.S. Trustee Balks at Sale Break-up Fee
ORECK CORP: Committee Taps Daniel Puryear as Nashville Co-Counsel
ORECK CORP: Committee Hires Gavin/Solmonese as Financial Advisor

ORECK CORP: Committee Taps Lowenstein Sandler as Counsel
OTELCO INC: Stephen McCall Appointed Board Chairman
OVERLAND STORAGE: Shareholders Elect Four Directors
OVERSEAS SHIPHOLDING: SCS Settlement Approved
OXFORD RESOURCE: Forbearance with Citicorp Extended to July 1

PARADISE VALLEY: Plan Confirmation Hearing Continued Until July 9
PARADISE VALLEY: Wants to Hire Timothy Murphy as Realtor
PARKWAY ACQUISITION: Case Summary & 20 Largest Unsecured Creditors
PEAK RESORT: Case to Be Converted to Chapter 7 Effective July 1
PETER DEHAAN: Can Use Cash Collateral Thru July 15

PETER DEHAAN: Files Amended Plan & Disclosure Statement
PLUG POWER: Hans Black Held 9.7% Equity Stake at June 10
PLUG POWER: Declares Dividend on Preferred Shares
RADNOR HOLDINGS: Skadden Can Collect Disputed $4MM Fee
REALBIZ MEDIA: Incurs $563K Net Loss Fiscal 2013 Second Qtr.

RECEPTOS INC: Incurs $9.6-Mil. Net Loss in First Quarter
REVSTONE INDUSTRIES: Greenwood Forgings Sold to Angstrom
RESIDENTIAL CAPITAL: Rothstein Plaintiffs Object to PSA
RESIDENTIAL CAPITAL: Faces Opposition to Ally Deal
RESPONSE BIOMEDICAL: Shareholders Elect Eight Directors

REVEL AC: Changes Name to "Revel Casino Hotel"
RITE AID: Obtains New $500 Million Term Loan
RITE AID: Reports $89.7 Million Net Income in First Quarter
RITE AID: Senior Notes Offering Increased to $810 Million
RITE AID: Fitch Rates New $810MM Unsecured Notes at 'CCC+/RR5'

ROCKWELL MEDICAL: Borrows $20 Million From Hercules Technology
ROCKWOOD SPECIALTIES: Moody's Says Unit Sale Could Impact Leverage
SEQUENOM INC: To Issue 6.3 Million Common Shares to Employees
SANUWAVE HEALTH: BDO OKs Report Inclusion in Regulatory Filing
SERVICEMASTER CO: S&P Affirms 'B+' Rating to Sr. Sec. Facilities

SOUND SHORE: Creditors Protest Bankruptcy Financing
SPRINGS WINDOW: S&P Withdraws 'B' Corporate Credit Rating
SPRINT NEXTEL: Agrees to Increased Clearwire Acquisition Offer
STEREOTAXIS INC: Gets Another Non-Compliance Notice From NASDAQ
STONERIDGE INC: S&P Revises Outlook to Pos. & Affirms 'BB-' CCR

STX PAN: Korean Ship Owner Files Chapter 15 in New York
TECHDYNE LLC: Hearing on Case Conversion Continued to Aug. 5
TECHFIBER, LLC: Case Summary & 20 Largest Unsecured Creditors
TMT USA: Files for Ch. 11 in Houston After Vessels Seized
TRAVELPORT LIMITED: Chairman Has Option to Buy 4 Million Shares

TRINITY COAL: Cardno & Newbridge Firms OK'd as Mining Consultants
TRINITY COAL: Committee Can Hire Foley & Lardner as Counsel
TRINITY COAL: July 2 Set as Claims Bar Date
TRINITY COAL: Dixon Hughes Approved as Tax Accountants
UNIVAR NV: Bank Debt Trades at 2% Off

VERMILLION INC: Adam Usdan Held 5.6% Equity Stake at June 12
VERMILLION INC: M. Strobeck Held 8.4% Equity Stake at June 12
WALTER ENERGY: S&P Puts 'B' CCR on CreditWatch Negative
WAVE SYSTEMS: Stockholders Elect Four Directors

* Fitch: Outlook for US Life Insurance Industry to Remain Stable
* Fitch Has Mix Outlook for U.S. Niche real Estate Banks

BOND PRICING: For Week From June 17 to 21, 2013

                            *********

38 STUDIOS: Rhode Island on Track to Make Payment on Bonds
----------------------------------------------------------
Reuters reported that Rhode Island remains on track to make a $2.5
million interest payment next year on bonds that were used to
finance the facilities of 38 Studios, a now-bankrupt videogame
company founded by former Boston Red Sox pitcher Curt Schilling.

According to the report, the state's House Finance Committee
approved a budget that included making an interest payment next
May on $75 million of taxable bonds that the state sold in 2010 to
make a loan to the company and lure it to Rhode Island.

The company's loan payments were originally supposed to secure the
bonds, the report said. Now the state could wind up paying $89
million for them, according to its director of administration,
Richard Licht.

Recently, some lawmakers had suggested the state walk away from
the debt as it confronts a budget gap of $30 million for the
fiscal year starting July 1, raising concerns about Rhode Island's
credit rating and also about the willingness of issuers in the
$3.7 trillion municipal bond market to honor their debts, the
report added.

The state legislature will have to approve funds each year to make
the interest payments, the report related. Even if it approves a
transfer this year, it is not obligated to make one next year,
Finance Committee Chairman Helio Melo said.

38 Studios LLC, a video-game developer founded by former Boston
Red Sox pitcher Curt Schilling, filed for liquidation on June 8,
2012, without attempting to reorganize.  Although based in
Providence, Rhode Island, the company filed the Chapter 7 petition
in Delaware (Case No. 12-11743).


ADVANTA BUSINESS: S&P Lowers Rating on Class B(2007-B2) Notes to D
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B(2007-B2) notes from Advanta Business Card Master Trust to 'D
(sf)' from 'CC (sf)'.

S&P lowered its rating to 'D (sf)' to reflect the nonpayment of
full principal to the investors of the class B(2007-B2) notes on
the June 20, 2013, legal final maturity date.

As of the June 20, 2013, distribution date, the transaction repaid
approximately 95% of the class B(2007-B2) notes invested amount,
leaving $4,696,012 outstanding or unpaid on the legal final
maturity date.

           STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and a
description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities.  The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

            http://standardandpoorsdisclosure-17g7.com


AFA FOODS: Revises Settlement to $1.65M for Former Workers
----------------------------------------------------------
Peg Brickley writing for Dow Jones' DBR Small Cap reports that AFA
Foods Inc. is scrambling to get before a judge fast with a
bankruptcy settlement revised to appease the unlikely allies that
defeated an earlier version: discarded workers and a big buyout
fund, American Capital Ltd.

                         About AFA Foods

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

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

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

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

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

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

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

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

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


ALL AMERICAN PET: Incurs $679,385 Net Loss in First Quarter
-----------------------------------------------------------
All American Pet Company, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $679,385 on $115,019 of sales for
the three months ended March 31, 2013, compared with a net loss of
$456,209 on $nil sales for the same period last year.

The Company's balance sheet at March 31, 2013, showed $1.2 million
in total assets, $5.8 million in total liabilities, and a
stockholders' deficit of $4.6 million.

The Company has incurred consistent losses, limited liquid assets,
significant past due debts, and has a stockholders' deficit.
According to the Company, these conditions, among others, raise
substantial doubt as to its ability to continue as a going
concern.

A copy of the Form 10-Q is available at http://is.gd/CtpHK7

Los Angeles-based All American Pet Company, Inc., develops and
markets innovative first-to-market pet wellness products including
super-premium dog food bars, dog food snacks and antibacterial paw
wipes.


ALL THE LITTLE THINGS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: All The Little Things Count, LLC
        201 FM 2917 Road
        Alvin, TX 77511-8099

Bankruptcy Case No.: 13-33697

Chapter 11 Petition Date: June 17, 2013

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Theresa D. Mobley, Esq.
                  CAGE, HILL & NIEHAUS, L.L.P.
                  5851 San Felipe, Suite 950
                  Houston, TX 77057
                  Tel: (713) 789-0500
                  Fax: (713) 974-0344
                  E-mail: tmobley@cagehill.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Sandra C. Graves, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Graves, Sandra C.                     13-33698         6/17/2013


ALLIED IRISH: To Release Half Year Results on Aug. 1
----------------------------------------------------
Allied Irish Banks, p.l.c., will announce its 2013 half year
results at 7:00 BST on Thursday, Aug. 1, 2013.

Allied Irish Banks has announced the appointment of Deloitte &
Touche as independent auditor following approval at its 2013
Annual General Meeting held in Dublin on June 20, 2013.  This
appointment was made following a competitive open tender process.

                      About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.

Allied Irish's consolidated statement of financial position for
the year ended Dec. 31, 2011, showed EUR136.65 billion in total
assets, EUR122.18 billion in total liabilities and EUR14.46
billion in shareholders' equity.

Allied Irish's balance sheet at June 30, 2012, showed EUR129.85
billion in total assets, EUR116.59 billion in total liabilities
and EUR13.26 billion in total shareholders' equity.


AMERICAN AIRLINES: GAO Says Tie-Up Would Restrain Competition
-------------------------------------------------------------
Scott Flaherty of BankruptcyLaw360 reported that the proposed
merger of American Airlines Inc. and US Airways Group Inc. would
reduce competition on a spate of air routes, the U.S. Government
Accountability Office said.

According to BLaw360, if the U.S. Department of Justice's
Antitrust Division does not challenge the deal, a combined
American-US Airways would supplant United Air Lines Inc. as the
"largest U.S. passenger airline by several measures," GAO analyst
Gerald Dillingham said in a report that served as written
testimony for a Senate subcommittee hearing held Wednesday.

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: Gets Approval to Head Off Make-Whole Appeal
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp., the parent of American Airlines Inc.,
received formal authority from the bankruptcy court to make what
amounts to a settlement offer to holders of $1.245 billion in
bonds secured by aircraft.

According to the report, the authorization arrived less than a day
before the June 20 oral argument in the U.S. Court of Appeals on
the question of whether the bankruptcy court ruled correctly in
January that AMR can pay off the bonds without giving the holders
a make-whole premium for early repayment of the debt.

The report notes that AMR sought permission to initiate a tender
offer for the bonds because a delay in the appeals court's
decision might leave the company unable to implement the bankrupt
court's ruling even if it were upheld.  For bondholders who
accept, AMR will buy back the bonds for the full principal amount,
plus accrued interest and $65 for each $1000 bond.  If more than
50 percent of an issue accepts the offer, there will be an extra
$5 per $1000.  AMR's offer is in the range where the bonds were
trading.

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: Argues Appeal on Repaying Bonds With Make-Whole
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. and holders of $1.25 billion in aircraft
bonds took different approaches at oral argument June 20 in the
U.S. Court of Appeals on the question of whether a bankrupt
airline is obligated to pay a so-called make-whole premium on
early repayment of debt secured by aircraft.

The report recounts bondholders appealed because the bankruptcy
court ruled in January that the debt can be repaid without the
make-whole.  Assuming it comes out on top in the appeal, AMR
intends to refinance the debt at today's lower interest rates and
save $200 million by selling a new issue of $1.5 billion in so-
called enhanced equipment trust certificates.

The report relates that at June 20 argument before three judges on
the Second Circuit appeals court in Manhattan, the bondholders'
indenture trustees pointed to Section 1110 of the Bankruptcy Code,
which requires the parent of American Airlines Inc. to perform
"all obligations" under the loan documents as a condition to
retaining the aircraft.  The bondholders take those words to mean
the airline must abide by provisions requiring payment of the
make-whole premium.  AMR's lawyer relied more heavily on the loan
documents themselves, which say there is no make-whole owing when
there is a default resulting from bankruptcy.  The airline
contends that Section 1110 doesn't unwind acceleration of the debt
that occurred automatically on bankruptcy.  The airline argued
that Section 1110 only requires making regular debt payments if
the airline intends to retain the aircraft.

Mr. Rochelle notes that questions asked by the appeals court
judges didn't indicate how they will rule or when a decision will
be handed down.  The loans being paid early call for interest at
rates between 8.6 percent and 13 percent.  AMR said the new debt
would bear interest comparable to the 4 percent to 4.75 percent
rates other major airlines recently negotiated.

The appeal is U.S. Bank Trust NA v. AMR Corp., 13-1204, U.S.
Second Circuit Court of Appeals (Manhattan).

                      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.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

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.

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: Plan Disclosure Approved
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AmericanWest Bancorporation scheduled an Aug. 13
confirmation hearing for approval of the Chapter 11 plan proposed
by holders of $10 million of the $47.2 million in junior
subordinated debt known as TOPrS.

The report recounts the bank subsidiary was sold to SKBHC Holdings
Inc. for $6.5 million cash.  Debt holders and the company had
competing plans on file.  The company's plan called for
liquidation.

After mediation, the company withdrew its plan, allowing the
creditors' plan to proceed.  There's about $48 million of
unsecured debt when the TOPrS and the general unsecured creditors'
claims are combined.  Creditors can receive cash or stock in the
reorganized company.  The disclosure statement says the creditors'
plan should generate more than liquidation where tax benefits
would be lost.

                 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.


AMG CAPITAL: Fitch Hikes Trust Preferred Securities Rating to BB
----------------------------------------------------------------
Fitch Ratings has completed a peer review of four rated
traditional investment managers (IMs), resulting in an upgrade of
the Long-term Issuer Default Ratings (IDR) of Affiliated Managers
Group, Inc. (AMG) to 'BBB' from 'BBB-' and an affirmation of the
Long-term IDRs of AllianceBernstein L.P. (AB) at 'A+', Invesco
Ltd. (IVZ) at 'A-', Aberdeen Asset Management PLC (AAM) at 'A-',
and Schroders Plc (Schroders) at 'A+'. The Rating Outlook for all
IMs is Stable. Company-specific rating rationales are described
below, and a full list of rating actions is provided at the end of
this release.

Fitch's Outlook on the traditional investment management space
remains Stable. Investment performance at the fund levels have
stabilized for the time being as global equity markets continue to
rally. However, firms in this space will continue to remain
sensitive to trends in the stock market as well as the broader
global market for financial assets. IM's with higher concentration
to liquidity products will remain sensitive to proposed money
market funds regulation.

Fitch views diverse and balanced product offerings as a primary
means to manage flows and fees across cycles. Investors have
continued to gravitate towards products that offer yield stability
as opposed to relative performance, resulting in low-cost fixed
income and passive products gaining market share from traditional
equity and active products. Fitch expects this to change
gradually, with increasing allocation to equities as institutional
investors look to manage their growing liabilities (underfunded
pensions plans) in a low interest rate environment. While the
increased yield and relative stability of certain fixed income
offerings may be more attractive to certain investors at present,
such funds may leave investors exposed to interest rate risk in a
rising interest rate environment and could lead to redemptions and
potential reputational risk for IMs.

Competition is expected to increase as banks pressured by
regulation increase their focus on their investment management
segment due to the low capital-high return nature of the IM
business. Increased competition may further compress operating
margins, as fees continue to tighten due to post-crisis
performance challenges and the general shift to passive
strategies. On average, industry profitability is still below pre-
crisis levels. Still, overall operating margins have stabilized as
most IMs have significantly streamlined their operational expense
base. Fitch believes this creates positive operating leverage for
IMs (particularly those with equity market exposure) with the
expected asset allocation shift to equities.

Leverage and interest coverage metrics have strengthened as most
IMs have either repaid or refinanced debt issued during the crisis
to support fund/performance related issues. Liquidity, including
cash and unused borrowing capacity, continues to be high due to
uncertain economic conditions.

Affiliated Managers Group

KEY RATING DRIVERS

The upgrade of AMG's long-term IDR to 'BBB' from 'BBB-' reflects
AMG's improved financial profile, which includes strong cash flow
generation, greater funding diversification, lower leverage and
stronger interest coverage, as well as management's commitment to
lower leverage than historically, at up to 2.5 times (x). AMG has
demonstrated increased scale in the investment management space,
solid investment performance and robust fund inflows at
affiliates, and the ability to quickly de-lever following an
acquisition. Ratings take into account AMG's highly acquisitive
business model and its concentration in equities which is
relatively more volatile.

AMG's various affiliates have generated strong investment
performance resulting in strong inflows, albeit concentrated in
the equity asset class, which has provided AMG with a diversified
and stable stream of cash flows. Assets under management (AUM) at
affiliates reached a record level of $462.5 billion at the end of
first quarter (1Q'13), an increase of 41% from $327.5 billion at
year-end 2011, driven by $42.0 billion in net inflows and $28.0
billion in acquisitions. The company generated a record $12.0
billion in net inflows in 1Q'13, which was the twelfth consecutive
quarter of positive flows. Fitch believes AMG is well positioned
for any broad rotation or allocation to risk assets such as
domestic equities.

Since inception, AMG has chosen to reinvest its excess cash flows
into making accretive investments in affiliates versus dividends
or large share repurchases, which is positive for its credit
profile. This strategy has resulted in robust and incremental cash
flow generation. EBITDA, adjusted for non-cash compensation and
non-recurring expenses, increased 26% to $659.3 million for
trailing 12-month (TTM) 1Q'13, from $524.2 million at year-end
2011. Furthermore, AMG's unique revenue-sharing agreement with its
affiliates protects the company against material earnings
compression during periods of market stress.

Fitch calculated leverage, measured as gross debt to TTM adjusted
EBITDA, was 2.0x at 1Q'13, down from 2.1x at YE11 and 3.0x at
YE10, despite three acquisitions in 2012. Interest coverage,
adjusted for non-cash items, strengthened to 8.3x in TTM 1Q'13,
from 8.0x at YE11 and 7.3x at YE10. Current leverage is below
management's articulated leverage target of up to 2.5x, and Fitch
expects management to operate with a healthy leverage cushion to
factor in any new acquisitions or absorb any unexpected material
decline in equity markets.

AMG has also taken steps to diversify and simplify its funding
structure. In 2012, AMG accessed the public unsecured debt markets
for the first time issuing $200 million 6.375% 30 year notes
(five-year non-call) in 3Q'12, and $140 million 5.25% 10- year
notes (three year non-call) in 4Q'12, to retail investors. In
April 2013, AMG expanded its unsecured revolving credit facility
(revolver) to $1.25 billion, from the previous size of $1.075
billion. The pricing on the revolver is currently LIBOR plus 150
basis points from the previous 200 basis points. The revolver has
a five year maturity (April 2018), and as of April 30, 2013 had
$100 million in borrowings outstanding, leaving ample liquidity in
place for future acquisitions and/or a potential takeout of its
$460 million in convertibles notes which are putable/callable on
Aug. 15, 2013.

Rating Sensitivities

The Stable Outlook reflects Fitch's expectations that AMG will
remain disciplined in its future acquisition strategy in regards
to pricing multiples and transaction size. Aggressive acquisitions
funded by increased debt levels, deterioration in leverage or
interest coverage ratios, continued investment performance at
major affiliates, significant increase in equity puts by
affiliates leading to liquidity issues and/or unexpected
operational losses or significant net outflows could lead to
negative rating action. Scope for positive rating action, although
limited in the near term, will be driven by sustained improvement
in leverage and interest coverage metrics, while maintaining solid
investment performance at the affiliate level.

AllianceBernstein L.P.

Key Rating Drivers

The affirmation of AB's long-term IDR at 'A+' reflects its low
financial leverage, solid interest coverage, stabilizing asset
flows and operating margins, and its relationship with its
majority owner, AXA, S.A. Ratings also factor in AB's AUM
sensitivity to broader financial markets, relatively weaker
investment performance and flows in the equity asset class, and
peer and industry lagging asset flows and margins.

Despite operational pressures, AB's management has remained
committed to using minimal amounts of financial leverage. Fitch
believes that since the IM business inherently carries a high
degree of operational leverage, low debt usage offers significant
financial flexibility to AB and offers good downside protection to
its creditors. Fitch calculated leverage was low at 0.65x for TTM
ending 1Q13 and interest coverage was a solid 163.7x, underpinning
the current ratings.

AB has largely lagged industry peers in terms of AUM flows,
revenue growth, and operating margins given its historically
active equity strategy which the firm has been rebalancing with
active fixed income and passive equity strategies. Total AUM
increased to $443 billion in 1Q'13, up 9% from $406 billion at
year-end 2011 driven primarily by market appreciation. Positively,
after experiencing negative asset outflows for 19 consecutive
quarters (approximately $250 billion), AB experienced modest asset
inflow for the first time in 4Q'12 ($5.0 billion), which continued
in 1Q'13 ($2.6 billion). Fitch expects modest improvement in AUM
flows driven by AB's stellar fixed income performance, and
improved investment performance in passive equity strategies,
offset by continued outflows in active equity strategies.

Fitch expects to see continued fee pressure until flows return
into actively managed equities because fee realization is
relatively lower in actively managed fixed income and passively
managed equities compared to actively managed equities. AB has
responded to revenue pressure by aggressively rationalizing its
operating base. Adjusted operating margins increased to 21.9% in
1Q'13 from 18.0% in 1Q'12, but still considerably lag historical
levels and industry peers. Material improvement in margins will
depend on top line revenue growth.

Fitch notes that AB's asset mix has a high exposure to fixed
income assets which exposes these assets to interest rate risk as
significant increases in interest rates, which cannot be ruled out
over the next few years, would result in a sharp decline in
prices, potentially leading to investor redemptions. However,
Fitch notes that not all fixed income is equal, and AB's fixed
income products are diversified across various strategies with
global strategies, emerging market debt and municipals accounting
for a major portion of fixed income AUM, which tends to have lower
or negative correlation to core fixed income products.

Fitch also notes that AB has increased its seed capital
investments over the recent years to support new product
development. The seed investment balance declined slightly to $494
million in 1Q'13, from $540 million in 1Q'12, and accounted for
61% of AB's tangible equity. Although two thirds of the exposure
is at least partially hedged, the fair valuing of these
investments results in some volatility to earnings. Material
growth in seed investments beyond current levels could pressure
ratings.

Rating Sensitivities

The Stable Outlook reflects Fitch's expectation that the company
will continue to improve AUM flows, generate consistent investment
performance in active equity strategies, and strengthen operating
margins without materially increasing investment risk or balance
sheet leverage. Ratings could come under pressure if AUM levels
drop below $375 billion due to client outflows or negative
investment performance, leverage increases above 1.0x, or seed
capital investments increase materially from current levels. There
is limited upside potential for the ratings, given AB' current
high ratings, and the sensitivity of its AUM, earnings, and cash
flow to global financial market trends.

Invesco Ltd.

Key Rating Drivers

The affirmation of IVZ's 'A-' Long-term IDR reflects strong
operating performance, continued AUM growth, improved debt service
coverage and a low-risk balance sheet. These strengths are offset
by higher leverage levels relative to peers, a historical track
record of acquisitions, which if continued in the future, could
cause leverage levels to temporarily increase further and moderate
exposure to the money market fund business, which is subject to
current regulatory scrutiny. Fitch believes the company will focus
on organic growth and building cash on the balance sheet while
keeping leverage at or below current levels.

IVZ's AUM continues to grow due to both good market performance
and positive net flows. AUM as of April 30, 2013 were $748.5
billion, an 8.8% increase from YE12. IVZ has recorded positive
long-term fund flows in each of the last two years and in the
first quarter of 2013. The $687.7 billion of AUM at YE12 was a 10%
year over year increase from YE11. Year to date, IVZ has
experienced growth across all product categories, including 9.9%
growth in equity product AUM.

Operating margins remain strong largely due to AUM growth. The
adjusted operating margin declined to 35.3% in FY12 compared to
36.9% in FY11, with the decrease primarily due to higher
compensation expense which exceeded revenue growth in FY12. The
adjusted operating margin increased to 38.4% in 1Q'13 and margins
are expected by Fitch to continue to improve as the company is
targeting 40% margins this year.

Leverage, as measured by debt-to-adjusted TTM EBITDA was 1.22(x)
at 1Q'13, an increase from 0.99x at YE12 and 1.03(x) at YE11. The
increase was due to a net draw on the company's revolving credit
facility which was used to fund annual bonus payments made during
the first quarter. Fitch believes IVZ's leverage is appropriate
for a company in its rating category. Strong operating performance
and lower interest expense have led to an improvement in interest
coverage which was 26.3(x) at 1Q'13, compared to 20.9(x) at YE11.
IVZ is well within its covenants on both its leverage and interest
coverage measures.

Rating Sensitivities

Continued progress in expanding the franchise, the demonstration
of limited acquisition activity, as well as a further reduction in
leverage and improvement in debt service coverage could provide
upward ratings momentum. Conversely, ratings could come under
pressure should there be a severe and prolonged decline in equity
markets, a large acquisition that impacts leverage, unexpected
operational losses or significant net redemptions.

Aberdeen Asset Management PLC

Key Rating Drivers

AAM's IDRs reflect its profile and track record as a traditional
asset manager. They benefit from the high cash generation typical
of its industry but are also exposed to the risks common to its
peer group, notably the sensitivity of AUM, and consequently
earnings, to market levels, and operational and reputational
risks. AUM growth in the six months to end-March 2013 was a strong
13.4%.

AAM has grown into its present global position via successfully
integrated acquisitions, which contributed to higher earnings and
increased geographic and product diversification. However, AAM's
IDRs also reflect its relatively lower product diversification
than some of its peers, as well as its acquisitive nature. Equity
fund products contributed 58% of AUM at end-March 2013, with three
fund groups together accounting for most of this. Fitch views this
focus on a fairly concentrated and potentially correlated product
range as potentially leaving earnings vulnerable if performance
deteriorated.

Equities fund performance has been consistently strong, with
strong net inflows. As a result, AAM was highly profitable in
recent years as management fee margins widened, also due to a
changing AUM mix between and within product groups. The group's
EBITDA margin reached 49% in FY12 and H113, which compares well
with that of many other traditional asset managers.

AAM's balance sheet is strong, with only very modest investment
risk and a cash surplus. Leverage has been consistently low in
recent years, with adjusted debt/EBITDA for the 12 months to end-
March 2013 at 0.3x, supporting the ratings. EBITDA interest
coverage is strong, at around 19x at end-March 2013. AAM issued
USD500 million of Perpetual Capital Notes on 1st March 2013, which
receive 50% equity credit under Fitch's criteria. Fitch notes that
AAM has improved its capital position since the financial crisis
as reflected by positive tangible capital.

Rating Sensitivities

The company's IDRs are sensitive to a change in AUM levels and
balance sheet discipline. They could be upgraded if there is a
demonstrable increase in diversification away from the three key
fund groups and a broadened client base and/or further improvement
in the net cash balance. The ratings could be downgraded if there
is a substantial and sustained increase in leverage, material
reputational damage, a sustained deterioration of fund performance
or significant AUM net outflows. The rating of the subordinated
perpetual cumulative notes is sensitive to any changes in the
long-term IDR.

Schroders Plc

Key Rating Drivers

Schroders' IDRs reflect its well-diversified and strong franchise
and sound, if volatile, profitability and cash generation in the
context of its low overall leverage. Schroders has a very liquid
balance sheet, with cash and cash equivalents representing 48% of
total assets at end-2012. It also has substantial capital
resources (consolidated tangible equity/assets excluding insurance
of around 36%) and no debt. Its private banking subsidiaries are
strongly capitalized and have low overall credit and liquidity
risk profiles.

Profits stalled in 2012 despite strong AUM inflows (GBP9.4
billion) because net new business was primarily generated through
lower margin institutional AUM and markets volatility in 2011
impacted fees paid in 2012. However, H113 is seeing very strong
inflows from retail investors, and Fitch expects margins to
stabilize and profits to increase in 2013. Profitability remains
highly correlated with the state of financial markets. However,
Schroders' diversified AUM mix and its conservative reputation may
limit AUM outflows in a stress situation.

Schroders announced the GBP424 million acquisition of Cazenove
Capital, a UK-based wealth management group, in early 2013. Fitch
does not view the acquisition as transformational but thinks it
should bring scale to its private banking business, which was hit
by the difficult UK economic environment, as well as low net
interest margin and customer trading in 2012. The group also took
a 25% stake in India-based Axis Asset Management and announced the
acquisition of US-based STW Fixed Income Management in 2012. The
acquisitions were funded through the group's growing cash portion
of its investment capital portfolio and cash positions are
expected by Fitch to be refilled in the near term.

Rating Sensitivities

There is limited upside potential for the ratings, given
Schroders' current high ratings, its focused business profile and
size. Downward pressure could arise from a substantial and
sustained increase in leverage or decrease in liquidity, material
reputational damage, sustained weakening of performance or notable
AuM net outflows.

Fitch has upgraded the following:

Affiliated Managers Group, Inc.

-- Long-term IDR to 'BBB' from 'BBB-';
-- Senior bank credit facility to 'BBB' from 'BBB-';
-- Senior convertible notes to 'BBB' from 'BBB-';
-- Senior unsecured notes to 'BBB' from 'BBB-'.

AMG Capital Trust I
AMG Capital Trust II

-- Trust preferred securities to 'BB' from 'BB-'.

Fitch has affirmed the following:

AllianceBernstein L.P.

-- Long-term IDR at 'A+';
-- Short-term IDR at 'F1';
-- Short-term debt at 'F1'.

Invesco Ltd.

-- Long-term IDR at `A-';
-- Senior unsecured debt at `A-'.

Invesco Finance PLC

-- Long-term IDR at 'A-';
-- Senior unsecured debt at 'A-'

Aberdeen Asset Management PLC

-- Long-Term IDR at 'A-';
-- Short-Term IDR at 'F2'
-- Subordinated Perpetual Cumulative Notes at 'BBB-'

Schroders Plc

-- Long-Term IDR at 'A+';
-- Short-Term IDR at 'F1'

The Rating Outlook is Stable.


APPLIED DNA: Has Lease Agreement with LIHTI
-------------------------------------------
Applied DNA Sciences, Inc., as tenant, entered into a lease with
Long Island High Technology Incubator, Inc., as landlord, with
respect to 50 Health Sciences Drive, Stony Brook, NY, a 30,000
rentable square foot building located on the campus of the State
University of New York at Stony Brook.  The term of the lease
commenced on June 15, 2013, and expires May 31, 2016.

The Company has the option to extend the lease term for two
additional three-year periods.  The base rent during the initial
lease term is $449,142 per annum.  At the commencement of each
renewal term, the base rent would be subject to a Consumer Price
Index increase reflecting the CPI increase, if any, that occurred
since the commencement of the lease term.  The Company is required
to pay for ordinary Premises operating expenses, but not real
estate taxes with respect thereto.

Furthermore, pursuant to the lease, LIHTI, at its sole cost and
expense, is responsible for maintaining and replacing the
structural elements of the Premises, including the installation of
a new roof within the next 12 months, and has expressly agreed to
replace the HVAC systems and all equipment and fixtures located
outside the Premises, but serving the Premises, at the end of
their useful lives.  As required under the lease, the Company will
deliver a $50,000 lease security deposit to LIHTI.  The Premises
replace a lesser amount of space, leased by the Company from LIHTI
in an adjacent building located at 25 Health Sciences Drive, Stony
Brook, NY.

                         About Applied DNA

Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally
devoted to developing DNA embedded biotechnology security
solutions in the United States.  The Company's shares of common
stock are quoted on the OTC Bulletin Board under the symbol
"APDN."

Applied DNA incurred a net loss of $7.15 million for the
year ended Sept. 30, 2012, compared with a net loss of $10.51
million for the year ended Sept. 30, 2011.  The Company's balance
sheet at March 31, 2013, showed $5.07 million in total assets,
$8.84 million in total liabilities and a $3.77 million total
stockholders' deficit.


ARMORWORKS ENTERPRISES: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Armorworks Enterprises, LLC
          dba Armorworks
        305 N. 54th Street
        Chandler, AZ 85226

Bankruptcy Case No.: 13-10332

Chapter 11 Petition Date: June 17, 2013

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Brenda Moody Whinery

Debtor's Counsel: Todd A. Burgess, Esq.
                  GALLAGHER & KENNEDY, P.A.
                  2575 E. Camelback Road, #1100
                  Phoenix, AZ 85016
                  Tel: (602) 530-8050
                  E-mail: todd.burgess@gknet.com

Scheduled Assets: $38,004,130

Scheduled Liabilities: $27,225,126

The petition was signed by William J. Perciballi, manager.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
North 54th Street Venture, LLC     Lease                $1,671,450
165 S. Union Boulevard, #510
Denver, CO 80228

Fennemore Craig, P.C.              --                     $257,119
3003 N. Central Avenue, #2600
Phoenix, AZ 85012-2913

Sekri Industries                   --                     $163,643
1205 West Cumberland Gap Parkway
Corbin, KY 40701

Barrday                            --                     $158,302

Morgan & AM&T                      --                     $100,000

Blue Cross Blue Shield Of Arizona  --                      $82,405

Arnold & Porter, LLP               --                      $81,912

Industrie Bitossi S.P.A.           --                      $68,900

CBIZ MHM, LLC                      --                      $58,000

Aptean                             --                      $53,750

Duro Industries                    --                      $47,474

Distribution by Air, Inc.          --                      $45,883

Point Blank Body Armor, Inc.       --                      $44,046

Coorstek                           --                      $40,777

Trelleborg Orkot Composites        --                      $40,354

HISCO                              --                      $35,205

American Express Loan #027619      --                      $34,757

UC Regents                         --                      $33,399

Cohen Kennedy                      --                      $32,233

John Standridge                    --                      $32,000


AS SEEN ON TV: Cancels Marketing Agreement with Presser
-------------------------------------------------------
TVGoods, Inc., a wholly owned subsidiary of As Seen On TV, Inc.,
entered into a Termination Agreement with Presser Direct, LLC,
under which it terminated a Purchasing and Marketing Agreement
with Presser dated March 7, 2012, relating to the manufacture,
marketing, sale and distribution of the SeasonAire heater and
related product lines.

Under the Termination Agreement, TVG agreed to pay approximately
$309,000 in respect of previously purchased inventory and
approximately $146,000 attributable to royalty payments under the
P & M Agreement, of which $65,000 was to be held in escrow pending
delivery of replacements for damaged or defective Products
previously sold by TVG.  TVG also agreed to transfer title to
certain assets relating to the Products, including infomercials
and intellectual property, to Presser.  Presser agreed to pay TVG
$50,000 for existing Product inventory, to assume obligations to
make all royalty payments relating to Product sales after July 31,
2013 and to assume all liabilities relating to the Products after
June 13, 2013, except for certain warranty obligations relating to
Products sold prior to that date.  TVG and Presser released each
other from all obligations under the P & M Agreement, so that the
only surviving obligations were those arising under the Agreement.

                        About As Seen on TV

Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company.  It identifies, develops, and markets consumer
products.

The Company reported a net loss of $8.07 million for the year
ended March 31, 2012, compared with a net loss of $6.97 million
during the prior fiscal year.  The Company's balance sheet at
Sept. 30, 2012, showed $9.74 million in total assets, $23.42
million in total liabilities and a $13.68 million total
stockholders' deficiency.

As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into
an Agreement and Plan of Merger with eDiets Acquisition Company
("Merger Sub"), eDiets.com, Inc., and certain other individuals.
Pursuant to the Merger Agreement, Merger Sub will merge with and
into eDiets.com, and eDiets.com will continue as the surviving
corporation and a wholly-owned subsidiary of the Company.


AS SEEN ON TV: G-Unit Brands Held 2% Equity Stake in 2011
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, G-Unit Brands, Inc., and Curtis J. Jackson,
III, disclosed that, as of Oct. 27, 2011, they beneficially owned
1,500,000 shares of common stock of As Seen on TV, Inc.,
representing 2.10 percent of the shares outstanding.  A copy of
the regulatory filing is available at http://is.gd/qYUE9E

                       About As Seen on TV

Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company.  It identifies, develops, and markets consumer
products.

The Company reported a net loss of $8.07 million for the year
ended March 31, 2012, compared with a net loss of $6.97 million
during the prior fiscal year.  The Company's balance sheet at
Sept. 30, 2012, showed $9.74 million in total assets, $23.42
million in total liabilities and a $13.68 million total
stockholders' deficiency.

As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into
an Agreement and Plan of Merger with eDiets Acquisition Company
("Merger Sub"), eDiets.com, Inc., and certain other individuals.
Pursuant to the Merger Agreement, Merger Sub will merge with and
into eDiets.com, and eDiets.com will continue as the surviving
corporation and a wholly-owned subsidiary of the Company.


ASPECT SOFTWARE: S&P Affirms 'B-' CCR & Rates $85MM Loan 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Chelmsford, Mass.-based Aspect Software Inc.  The
outlook is stable.

S&P also assigned a 'B' issue-level rating with a recovery rating
of '2' to the company's $85 million delayed-draw first-lien loan.
The '2' recovery rating indicates S&P's expectation for
substantial (70% to 90%) recovery for lenders in the event of
payment default.

In addition, S&P affirmed its 'B' issue-level rating on the
company's existing $403 million (the amount outstanding as of May
31) first-lien term loan.  The recovery rating is unchanged at
'2', indicating S&P's expectation for substantial (70% to 90%)
recovery for lenders in the event of payment default.  S&P also
affirmed its 'CCC+' issue-level rating on the company's existing
$295 million second-lien notes.  The recovery rating on this debt
is unchanged at '5', indicating S&P's expectation for modest (10%
to 30%) recovery for lenders in the event of payment default.

The company will use the proceeds to finance a future acquisition.
As a result, pro forma leverage will increase to 7.5x (assuming
that the delayed-draw term loan is fully drawn) from 7.1x as of
March 2013.

"The rating on Aspect reflects its 'weak' business risk profile,
characterized by its sequential revenue declines and diminished
profitability, as well as its operations in the highly competitive
contact-center industry and its 'highly leveraged' financial risk
profile," said Standard & Poor's credit analyst Katarzyna Nolan.
These factors are partially offset by the company's significant
recurring revenue base, leading position in work force management
market, recent restructuring efforts and strategic initiatives,
and positive free operating cash flow.

Aspect is a global provider of customer contact, workforce
optimization, and back-office applications.  The company's last-
12-months-ended March 2013 revenues declined by approximately
14.4% year-over-year to $432.6 million.  Quarterly revenues
declined year-over-year for the past six quarters.  The decline
primarily reflects softness in corporate spending, which slowed
the adoption of Unified IP and workforce optimization products and
contributed to a decline in maintenance revenue.

The stable outlook reflects S&P's expectation that operating
trends will stabilize and that the company will maintain adequate
liquidity, including covenant headroom in excess of 10% over the
next year.

S&P could lower the rating if a continuing decline in Aspect's
revenues and EBITDA results in materially diminished liquidity or
a decline in covenant headroom to below 10%.

Although S&P considers it unlikely in the near term, it could
raise the ratings if the company demonstrates the ability to
sustain organic revenue and EBITDA growth, leading to reduction in
leverage to the 6x area.


ATLANTIC COAST: CFO to Serve Interim President and CEO
------------------------------------------------------
The Board of Directors of Atlantic Coast Financial Corporation and
the Board of Directors of Atlantic Coast Bank appointed Chief
Financial Officer, Thomas B. Wagers, Sr., age 56, Interim
President and Chief Executive Officer of the Company and the Bank,
effective July 1, 2013.  The appointment remains subject to the
regulatory approval of the Federal Reserve Bank of Atlanta and the
Office of the Comptroller of the Currency.  Mr. Wagers has served
as the Chief Financial Officer of the Company and the Bank since
May 2009.  He previously served as the Chief Operating Officer of
the Bank from December 2006 to May 2009.  Mr. Wagers has over 20
years of banking experience.

                       Three Directors Quit

Directors Charles E. Martin, Jr., Forrest W. Sweat, Jr., and
Thomas F. Beeckler informed the Board of Directors of Atlantic
Coast and the Board of Directors of the Bank that they will not
stand for re-election at the next annual meeting of stockholders
of the Company and the Bank.  On June 17, 2013, Thomas Frankland
informed the Board of Directors of the Company and the Board of
Directors of the Bank that he is resigning his positions as
President, Chief Executive Officer and Director of the Company and
as Chairman of the Board, President, Chief Executive Officer and
Director of the Bank, effective July 1, 2013.  The Board of
Directors of the Company will immediately begin a search for a
permanent President and Chief Executive Officer for the Company
and the Bank.

The Company will hold its annual meeting of stockholders on
Aug. 16, 2013, and will consider the election of new directors to
the Company's Board.  The Governance/Nominating Committee of the
Company has nominated John J. Dolan, Kevin G. Champagne and Dave
Bhasin for election to the Board of Directors of the Company for a
three year term expiring at the annual meeting of stockholders in
2016.  Mr. Dolan was formerly Chief Executive Officer, Chief
Financial Officer and director of First Commonwealth Financial
Corporation, the bank holding company and parent corporation of
First Commonwealth Bank.  Mr. Champagne was formerly President and
Chief Executive Officer of Seacoast Financial Services
Corporation, parent company of Compass Bank for Savings.
Following Seacoast's acquisition by Sovereign Bancorp, Mr.
Champagne served on Sovereign Bank's Board of Directors until
2007.  Mr. Bhasin is the Chief Executive Officer of D.B. Concepts,
a company which operates franchised restaurants in eastern
Pennsylvania.  The three nominees were proposed by directors Jay
Sidhu and Bhanu Choudhrie in a letter to the Board of Directors of
the Company received on Feb. 13, 2013.  The three nominees will be
reviewed by the Federal Reserve Bank of Atlanta in accordance with
applicable Federal Reserve Board regulations in order to serve on
the Company's Board.

In a separate regulatory filing with the SEC, Messrs. Sidhu and
Choudhrie disclosed that they intend to vote in favor of the
election of the Nominees.  A copy of the regulatory filing is
available at http://is.gd/XJoDUX

                        About Atlantic Coast

Jacksonville, Florida-based Atlantic Coast Financial Corporation
is the holding company for Atlantic Coast Bank, a federally
chartered and insured stock savings bank.  It is a community-
oriented financial institution serving northeastern Florida and
southeastern Georgia markets through 12 locations, with a focus on
the Jacksonville metropolitan area.

The Company reported a net loss of $6.66 million on $33.50 million
of total interest and dividend income for the year ended Dec. 31,
2012, as compared with a net loss of $10.28 million on $38.28
million of total interest and dividend income in 2011.

The Company's balance sheet at March 31, 2013, showed $747.57
million in total assets, $710.23 million in total liabilities and
$37.34 million in total stockholders' equity.

McGladrey LLP, in Jacksonville, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations that have
adversely impacted capital at Atlantic Coast Bank.  The failure to
comply with the regulatory consent order may result in Atlantic
Coast Bank being deemed undercapitalized for purposes of the
consent order and additional corrective actions being imposed that
could adversely impact the Company's operations.  This raises
substantial doubt about the Company's ability to continue as a
going concern.


ATP OIL & GAS: Lenders Sweeten Offer With $1.8M Additional Cash
---------------------------------------------------------------
Peg Brickley writing for Dow Jones' DBR Small Cap reports that ATP
Oil & Gas Corp. has overcome some opposition to the proposed sale
of its deep-water drilling assets to its lenders, with a deal that
provides $1.8 million to cover the costs of wrapping up the
company's bankruptcy case.

                        About ATP Oil & Gas

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

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

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

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

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


AZTEC RENTALS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Aztec Rentals of San Antonio, Inc.
        3439 Roosevelt Avenue
        San Antonio, TX 78214

Bankruptcy Case No.: 13-51604

Chapter 11 Petition Date: June 17, 2013

Court: U.S. Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: James Samuel Wilkins, Esq.
                  WILLIS & WILKINS, LLP
                  100 W. Houston Street, Suite 1275
                  San Antonio, TX 78205
                  Tel: (210) 271-9212
                  Fax: (210) 271-9389
                  E-mail: jwilkins@stic.net

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/txwb13-51604.pdf

The petition was signed by Douglas H. Raney, president.


BANK OF LOUISVILLE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Bank of Louisville Building, LLC
        800 South Fourth Avenue, Suite 509
        Louisville, KY 40203

Bankruptcy Case No.: 13-32429

Chapter 11 Petition Date: June 17, 2013

Court: U.S. Bankruptcy Court
       Western District of Kentucky (Louisville)

Judge: Joan A. Lloyd

Debtor's Counsel: Matthew J. Golden, Esq.
                  NABER JOYNER & ASSOCIATES
                  Meidinger Tower, Suite 1730
                  462 South Fourth Avenue
                  Louisville, KY 40202
                  Tel: (502) 583-3081
                  Fax: (502) 583-2418
                  E-mail: matt@naberlaw.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Leon Petcov, member.


BERKLEY TRACE: Case Summary & 4 Unsecured Creditors
---------------------------------------------------
Debtor: Berkley Trace, L.L.C.
        1339 Stallion Drive
        Loxahatchee, FL 33470

Bankruptcy Case No.: 13-20381

Chapter 11 Petition Date: June 17, 2013

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Debtor's Counsel: Ronald J. Drescher, Esq.
                  DRESCHER & ASSOCIATES
                  4 Reservoir Circle, Suite 107
                  Baltimore, MD 21208
                  Tel: (410) 484-9000
                  E-mail: ecfdrescherlaw@gmail.com

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

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

A copy of the Company's list of its four unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/mdb13-20381.pdf

The petition was signed by Angelo R. Giudice, general partner of
Giudice Parent Company, LP, member.


BERNARD L. MADOFF: Banks Use pari delicto in Win vs. Trustee
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that in a 60-page opinion on June 20, the U.S. Court of
Appeals in Manhattan ruled that the trustee for Bernard L. Madoff
Investment Securities Inc. was tainted with the fraud committed by
Bernard Madoff himself, so is barred from suing banks even if they
aided the Ponzi scheme.

The report recounts that Madoff trustee Irving Picard sued banks
including HSBC Holdings Plc, JPMorgan Chase & Co., UBS AG and
UniCredit SpA.  The banks persuaded two different federal district
judges in New York to dismiss the lawsuits, on the theory that Mr.
Picard steps into the shoes of Madoff and has no more right to sue
than Madoff himself.

The banks won by invoking a legal principal called in pari
delicto.  Created by judges hundreds of years ago, it means that
"one wrongdoer may not recover against another," to use the words
of Chief Judge Dennis Jacobs in his opinion June 20 for the three-
judge panel on the Second Circuit Court of Appeals.

The report relates that applying the theory against the trustee,
Judge Jacobs said "Picard stands in the shoes of Madoff and may
not assert claims against third parties for participating in a
fraud that Madoff orchestrated."

The in pari delicto rule "is one of the most insidious doctrines
in bankruptcy," according to Nancy B. Rapoport, acting dean at the
University of Nevada Las Vegas Law School.  "It punishes the most
innocent -- the creditors and the trustee himself."  Ms. Rapoport,
an expert on ethics in bankruptcy, said, "It's time for courts or
Congress to make it clear that an innocent trustee can do exactly
what he's supposed to do -- generate the maximum recovery for
creditors, without being blamed for the fraud."

The report says that Mr. Picard espoused several theories to
circumvent the in pari delicto defense.  Judge Jacobs rejected
them all.  Judge Jacobs ruled Mr. Picard cannot sue on behalf of
Madoff customers because "federal bankruptcy law does not empower
a trustee to collect money owed to creditors."  Judge Jacobs
similarly rejected a theory that the trustee of a defunct
brokerage is a different ilk and has the right under the
Securities Investor Protection Act to assert claims belonging to
creditors.  The chief judge ruled that a trustee under SIPA has
power to sue no greater than an ordinary bankruptcy trustee.

The report shares that Judge Jacobs ended his opinion by conceding
there are "no doubt" advantages if Mr. Picard could sue on behalf
of all customers.  Nonetheless, Judge Jacobs said "equity has its
limits; it may fill gaps in a statute, but it should not be used
to enlarge substantive rights and powers."  The loss on appeal
dims if not extinguishes Mr. Picard's hopes of resurrecting $30.6
billion in lawsuits against financial institutions.  The loss also
means customers are unlikely to be paid in full for their claims
totaling $17.3 billion.  "The decision will send shock waves to
Madoff victims who were hoping that a favorable decision would add
billions for distribution to many victims," said Jerry Reisman, a
lawyer from Garden City, New York, who represents Madoff
customers.

The report relays that Atty. Reisman said the decision "indirectly
allows the victims to directly sue third parties to recover from
Madoff wrongdoers."  Mr. Picard is reviewing the decision,
spokeswoman Amanda Remus said in an e-mailed statement.  The
Securities Investor Protection Corp. didn't respond to a call
asking if there would be a further appeal.  Mr. Picard and SIPC
can ask for rehearing before all actives judges on the Court of
Appeals. Or, they can file a petition for certiorari, asking the
U.S. Supreme Court to allow a final appeal.

The report notes that the New York appeals court isn't alone in
handing down opinions continuing to saddle trustees with
fraudulent acts carried out by the companies they are liquidating.
In a decision handed down in May in a case called Grayson, the
U.S. Court of Appeals in Richmond, Virginia, made the in pari
delicto defense applicable to a bankruptcy trustee.  In April 2012
in a case called Peterson, the Court of Appeals in Chicago
declined an invitation to exempt bankruptcy trustees from the bar
on suits.  From recoveries in other lawsuits coupled with money
advanced by SIPC, Mr. Picard has been able to pay customers 53
percent of their claims.

Max Stendahl of BankruptcyLaw360 reported that a landmark Second
Circuit ruling barring Bernard Madoff's trustee from suing banks
that allegedly aided the Ponzi scheme marked a signature victory
for a group of law firms -- including Wachtell, Gibson Dunn,
Cleary Gottlieb and Skadden -- that have labored over the complex
$30 billion case for years.

The appeals in the court of appeals with regard to HSBC,
JPMorgan, and UBS are, respectively, 11-05175, 11-05044, and
11-05051, U.S. Court of Appeals for the Second Circuit
(Manhattan).  The HSBC suit in U.S. District Court is Picard v.
HSBC Bank Plc, 11-763, U.S. District Court, Southern District of
New York (Manhattan).  The UBS suit in district court is Picard v.
UBS AG, 11-04213, in the same court.  The JPMorgan lawsuit in
district court is Picard v. JPMorgan Chase & Co., 11-00913, in the
same court. The JPMorgan lawsuit in bankruptcy court was Picard v.
JPMorgan Chase & Co., 10-04932, U.S. Bankruptcy Court, Southern
District of New York (Manhattan).

                   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.


BEXAR COUNTY: Moody's Confirms Ratings on $14.3 Million Bonds
-------------------------------------------------------------
Moody's Investors Service has confirmed $12,965,000 of Bexar
County Housing Finance Corporation's Multifamily Housing Revenue
Bonds (Dymaxion & Marbach Park Apartments Project) Series 2000A at
Ba3 and confirmed the B2 rating on the $1,315,000 of the 2000C
Series upon receipt of audited financials and property
information. This concludes Moody's review for downgrade initiated
on March 20, 2013.

Rating Rationale

The rating confirmation is based on the project's improving,
although weak, financial performance. The outlook is negative due
to deteriorating occupancy levels and the current dispute over
property tax exemption status.

Strengths:

- Bonds are secured by the revenues from two properties, instead
   of relying on revenues from one property to cover debt service
   on the bonds. Moody's views this diversification of revenues
   as a credit strength.

- Senior Series A Debt Service Reserve Fund is fully funded and
   has never been tapped.

Challenges:

- Occupancy at the properties continues to be a challenge with
   levels falling to as low as 83% over the last 12 months
   resulting in flat rental income over the last 3 years.

- The future performance of the properties remains linked to the
   strength of the San Antonio multifamily housing market. Strong
   market demand and high occupancy rates are necessary for the
   property to regain financial solvency.

- The subordinate Series C Debt Service Reserve Fund, although
   currently funded, has been tapped in the past

- Property tax dispute with Bexar County Appraisal District over
   exemption status could require significant tax repayment

Outlook:

The outlook on the bonds is negative given the weaker than
anticipated financial performance and occupancy levels in
combination with the current property tax dispute.

What could change the rating UP?:

- Significant improvement in debt service coverage levels.

What could change the rating DOWN?:

- Erosion of the debt service coverage ratio, particularly due
   to a decrease in occupancy or an increase in operating
   expenses.

- Unfavorable resolution of property tax dispute requiring a
   significant contribution or tapping of funds.

- Tapping of either debt service reserve fund.

The principal methodology used in this rating was Global Housing
Projects published in July 2010.


BIOLIFE SOLUTIONS: Thomas Girschweiler Holds 24.7% Equity Stake
---------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Thomas Girschweiler disclosed that, as of June 30,
2013, he beneficially owned 14,406,552 common shares, 3,000,000
warrants and 850,000 options aggregating 18,256,552 shares.  The
number of shares represents 24.7 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                       http://is.gd/XzvJzk

                    About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc., develops and
markets patented hypothermic storage and cryo-preservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

BioLife Solutions disclosed a net loss of $1.65 million in 2012,
as compared with a net loss of $1.95 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $3.41 million in
total assets, $15.81 million in total liabilities and a $12.40
million total shareholders' deficiency.


BIRCH MOUNTAIN: SEC Revokes Registration of Securities
------------------------------------------------------
The U.S. Securities and Exchange Commission has revoked the
registration of the securities of Birch Mountain Resources Ltd.
based on the Company's repeated failure to file required periodic
reports with the SEC.

                About Birch Mountain Resources Ltd.

Headquartered in Calgary, Canada, Birch Mountain Resources Ltd.
(TSX and AMEX: BMD) -- http://www.birchmountain.com/-- operates
the Muskeg Valley Quarry, an early production stage limestone
quarry that produces limestone aggregate products for sale to
customers in the Athabasca Oil Sands region of northeastern
Alberta.

The company is engaged in the regulatory approval process for the
Hammerstone Project which will expand the Muskeg Valley Quarry and
add an integrated limestone processing complex to provide
manufactured limestone-based products such as quicklime, as well
as related environmental services such as spent lime re-calcining.

                       Going Concern Doubt

Birch Mountain Resources Ltd. disclosed in its report on Form 6-K
which was filed with the U.S. Securities and Exchange Commission
on May 20, 2008, that the company currently has insufficient
revenue to meet its yearly operating and capital requirements.

The company has incurred operating losses since its inception in
1995, and as of March 31, 2008, has an accumulated deficit of
C$48.2 million.  Losses are from costs incurred in the early
operation and development of the Muskeg Valley Quarry and the
Hammerstone Project, exploration of mineral opportunities and
mineral technology research.  Future operating losses may occur as
a result of the continued operation of the Muskeg Valley Quarry
and development of the Hammerstone Project.

The company has a working capital balance at March 31, 2008, of
C$2.1 million, a decrease of approximately C$5.5 million from
Dec. 31, 2007.

The company has formally engaged RBC Capital Markets to assist in
the evaluation of strategic alternatives, which includes
discussing debt and equity strategies for its immediate and medium
term capital needs.  To the extent the company raises additional
capital by issuing equity or convertible debt securities,
ownership dilution to shareholders will result.

The company believes these factors raise substantial doubt about
the company's ability to continue as a going concern.

As reported by the TCR on Nov. 7, 2008, pursuant to the
Bankruptcy and Insolvency Act (Canada), PricewaterhouseCoopers
Inc. was appointed interim Receiver and Receiver and
Manager, of all of the corporation's current and future assets,
undertakings and properties of every nature and kind.


BON-TON STORES: Shareholders Elect Seven Directors
--------------------------------------------------
The Bon-Ton Stores, Inc., held its annual meeting of shareholders
on June 18, 2013, at which the shareholders elected Lucinda M.
Baier, Philip M. Browne, Michael L. Gleim, Tim Grumbacher, Brendan
L. Hoffman, Todd C. McCarty and Jeffrey B. Sherman as directors
to hold office until the 2014 Annual Meeting of Shareholders and
until their respective successors have been elected.  The
shareholders approved, on an advisory basis, the compensation of
the named executive officers of the Company and ratified the
appointment of KPMG LLP as the Company's independent registered
public accounting firm for the year ending Feb. 1, 2014.

                       About Bon-Ton Stores

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

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

                             *     *     *

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

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

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


BOULDER BRANDS: S&P Assigns 'B+' Rating to $320MM Facilities
------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to Paramus,
N.J.-based Boulder Brands Inc.'s proposed $320 million senior
secured credit facilities, consisting of a $75 million five-year
revolving credit facility and a $245 million seven-year term loan.
We rated both facilities 'B+' (the same as S&P's 'B+' corporate
credit rating on Boulder Brands Inc.) with a recovery rating of
'3', indicating expectations for meaningful (50% to 70%) recovery
for lenders in the event of a payment default.  Boulder Brands
subsidiaries GFA Brands Inc., Udi's Healthy Foods LLC, and UHF
Acquisition Corp. are borrowers under the credit agreement.
Boulder Brands Inc. guarantees the debt.  (For the recovery
analysis, see Standard & Poor's recovery report on Boulder Brands,
to be published on RatingsDirect following the release of this
report.)

Boulder Brands has indicated that it will use the proceeds from
the proposed term loan to refinance its existing term loan and
revolving credit facility, and to pay related transaction costs.
The ratings are based on proposed terms and are subject to review
upon receipt of final documentation.  Upon completion of the
proposed transaction, the ratings on the company's existing credit
facilities will be withdrawn.  As of March 31, 2013, Boulder
Brands had about $240 million of debt outstanding.

The ratings on Boulder Brands reflect S&P's view that the
company's business risk profile is "vulnerable" and its financial
risk profile is "aggressive."  Key credit factors in S&P's
assessment of Boulder Brands' business risk profile include the
company's narrow product focus, customer and supplier
concentration, and small size relative to its financially stronger
and larger competitors.  S&P's business risk assessment also
considers that the company benefits from its participation and
positioning in the faster growing natural and gluten-free segments
of the packaged food industry.

S&P expects Boulder Brands' credit measures following the proposed
refinancing to remain in line with the indicative ratios for an
aggressive financial risk profile, which includes adjusted
leverage in the 4x to 5x range and a ratio of funds from
operations (FFO) to total debt of 12% to 20%.  S&P estimates the
ratio of pro forma total debt to adjusted EBITDA will be about
4.0x, and the ratio of pro forma FFO to total debt will be near
12%.  S&P expects credit measures will improve over the next year,
primarily on EBITDA growth.

Ratings List

Boulder Brands Inc.
Corporate credit rating          B+/Stable/--

Ratings Assigned

GFA Brands Inc.
Udi's Healthy Foods LLC
UHF Acquisition Corp.
Senior secured
  $75 mil. 5-year revolver        B+
    Recovery rating               3
  $245 mil. 7-year term loan      B+
    Recovery rating               3


CAPITOL BANCORP: Agrees to Delay Confirmation Hearing
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Capitol Bancorp Ltd., a bank holding company, acceded
partly to objections lodged by the official unsecured creditors'
committee by agreeing to postpone a plan-approval hearing to
Sept. 18 from Aug. 14.

According to the report, creditors support Capitol's desire to
sell the remaining banks it owns in six states, although the
committee disagrees with the Chapter 11 plan and aspects of the
disclosure materials.  The bankruptcy court in Detroit was
scheduled to hold a hearing on June 25 to consider approval of a
confirmation and vote-solicitation schedule.

The report notes that Capitol is opposing the committee's
recommendation that the company establish a Web site where
creditors can view materials related to the plan.  The company
says that the ability to access documents through the court's
computer system is sufficient, even though retrieving documents
from the court entails setting up an account, paying fees and
obtaining a password.

The report relates that Capitol is trying to sell the remaining
banks before they are taken over by regulators.  Four were seized
in the past month.  Capitol has assets of $1.4 billion and debt
totaling $1.55 billion, according to the disclosure statement
accompanying the plan.  The bank subsidiaries' assets are $1.28
billion.  The holding company said it was so far unable to locate
an equity investor willing to sponsor a reorganization plan.

                       About Capitol Bancorp

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

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

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

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

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

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


CAPITOL INVESTMENTS: Shook Hardy Wants Atty Evaluations Nixed
-------------------------------------------------------------
David McAfee of BankruptcyLaw360 reported that Shook Hardy & Bacon
LLP shouldn't be forced to compel employee evaluations for two
attorneys accused of helping to keep imprisoned Ponzi schemer
Nevin Shapiro's $930 million scheme alive, Shook Hardy told a
Florida federal judge, citing privacy concerns.

According to the report, the bankruptcy trustee for ex-University
of Miami booster Shapiro's former company sued Shapiro's childhood
friend Marc Levinson and his firm Shook Hardy in December, and the
suit was removed to Florida federal court earlier this year.

The case is Tabas v. Shook Hardy and Bacon LLP et al., Case No.
1:13-cv-20080(KMW)(S.D. Fla.).

                     About Capitol Investments

Bradley Associates Limited Partnership, South Beach Chicago, LLC,
South Beach Chicago 2008, LLC, Relianz Mortgage, Inc., and Victor
Gonzalez filed an involuntary chapter 7 petition (Bankr. S.D. Fla.
Case No. 09-36408) against Capitol Investments USA, Inc., on
Nov. 30, 2009.  The Court appointed Joel L. Tabas as the trustee
on Dec. 16, 2009, and entered an order for relief on Dec. 30,
2009.

A federal grand jury indicted Nevin Shapiro, the former owner and
Chief Executive Officer of Capitol Investments USA, for allegedly
overseeing a $930 million Ponzi scheme linked to the Debtors'
purported wholesale grocery distribution business.  Mr. Shapiro,
42, is serving a 20-year prison sentence.


CAPSUGEL HOLDINGS: Debt Cuts Prompt Moody's to Raise CFR to 'B1'
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Capsugel
Holdings S.A. and related entities including the Corporate Family
and Probability of Default Ratings to B1 and B1-PD, respectively.
Moody's also upgraded the rating on the secured credit facility to
Ba3 from B1 and the rating on the unsecured notes to B3 from Caa1.
The outlook remains positive.

The rating upgrade and positive outlook reflects Moody's
expectation that Capsugel will continue to deleverage over the
next year through EBITDA growth and voluntary debt repayment. The
company has meaningfully reduced debt /EBITDA since Kohlberg
Kravis Roberts & Co. L.P. (KKR) acquired the company in August
2011 and Capsugel has executed the transition away from Pfizer
extremely well. Further, Moody's believes the company has
continued room for top-line growth and margin expansion, as it
continues to benefit from favorable pricing and mix trends, as
well as its operating improvement initiatives.

Ratings upgraded:

Capsugel Holdings S.A

Corporate Family Rating, to B1 from B2

Probability of Default Rating, to B1-PD from B2-PD

Capsugel FinanceCo S.C.A.

EUR325 million senior unsecured notes due 2019, to B3 (LGD, 85%)
from Caa1 (LGD5, 86%)

Capsugel Holdings US, Inc. and other borrowers

$150 million senior secured revolving facility expiring 2016, to
Ba3 (LGD3, 33%) from B1 (LGD3, 33%)

$875 million senior secured term loan due 2018, to Ba3 (LGD3,
33%) from B1 (LGD3, 33%)

The outlook is positive.

Ratings Rationale:

The B1 CFR reflects Capsugel's leverage, which remains elevated
despite significant improvement since the company's leveraged
buyout. The rating also reflects the company's modest overall size
(by revenue), and high concentration in a niche oral solids dosing
market. Other credit risks include the company's exposure to
gelatin costs, which have been rising rapidly. The rating is
supported by the company's impressive track record of organic,
constant currency revenue growth, operating margin expansion and
debt repayment since the leveraged buyout. The rating is also
supported by the company's leadership in supplying hard capsules
to the pharmaceutical and dietary supplement industries, its track
record of technological innovation and its pipeline of new product
offerings, its good diversity by geography and customer and its
strong liquidity.

If Capsugel continues to grow EBITDA and reduce debt such that
adjusted debt to EBITDA declines to around 4.0 times (including
Moody's standard adjustments), and free cash flow to debt is
sustained around 10% Moody's could upgrade the ratings. An upgrade
would also require continued stability in profit margins despite
fluctuations in commodity prices (including gelatin) and
commitment to conservative financial policies despite its private
equity ownership.

Moody's could downgrade the ratings if the company sees
deterioration in sales or profitability or if leverage increases
due to operational issues or shareholder friendly initiatives.
Specifically, if adjusted debt/EBITDA rises above 5.5 times or
free cash flow declines below 5% Moody's could downgrade the
ratings.

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

Capsugel, headquartered in Morristown, New Jersey, is a developer
and manufacturer of capsule products and other drug delivery
systems for the pharmaceutical and dietary supplement industries.
The company was a business unit of Pfizer Inc. prior to being sold
in 2011 to Kohlberg Kravis Roberts & Co. L.P. (KKR) for $2.375
billion. Revenue for the twelve months ended March 31, 2013
approximated $892 million.


CENTRAL EUROPEAN: Restates 2011 and 2010 Financial Statements
-------------------------------------------------------------
Central European Distribution Corporation has restated its
historical financial statements for the year ended Dec. 31, 2011,
and the year ended Dec. 31, 2010, filed with the United States
Securities and Exchange Commission on Oct. 5, 2012.

On May 9, 2013, the senior management of the Company following
consultation with the audit committee and the board of directors
of the Company, concluded that the Company would restate its
consolidated financial statements for the periods from and after
Oct. 1, 2010, to correct accounting errors resulting from a
failure to properly account for certain deferred tax assets and
liabilities relating to the acquisition of the Russian Alcohol
Group in 2009.  As a result, the Company's consolidated financial
statements for the Restatement Periods should no longer be relied
upon.  The restatement does not have any impact on previously
reported operating income or loss or cash flows reported for any
of the periods covered.

The aggregate effect of the adjustments resulted in a reduction of
the Company's consolidated net income by $2.2 million, $12.9
million and $8 million for the years ended Dec. 31, 2011, 2010,
and 2009 respectively.  The Company concluded that there is no
material effect of the adjustments on the periods prior to
Sept. 30, 2010.  The adjustments do not have any impact on
previously reported operating income or loss or cash flows
reported during any of the periods covered.

As of Dec. 31, 2011, a $4.2 million deferred tax liability
calculated on retained earnings of certain subsidiaries was
erroneously decreasing the deferred tax asset instead of being
presented as a liability.  This presentation error was also
repeated in the first, second and third quarter of 2012 and
amounted to $2.9 million, $2.5 million and $2.5 million
respectively.  As of Dec. 31, 2010, a $29.3 million valuation
allowance which related to the deferred tax asset on net operating
losses was presented as a decrease of a long term deferred tax
asset instead of a short term deferred tax asset.  This
presentation error was also repeated in the first, second and
third quarter of 2011 and amounted to $30.7 million, $31.5 million
and $10.6 million respectively.

Central European disclosed a net loss attributable to the Company
of $363.23 million on $1.74 billion of sales for the year ended
Dec. 31, 2012, as compared with a net loss attributable to the
Company of $1.32 billion on $1.73 billion of sales during the
prior year.  As of Dec. 31, 2012, the Company had $1.76 billion in
total assets, $1.93 billion in total liabilities, $29.44 million
in temporary equity, and a $196.91 million total stockholders'
deficit.

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

                        http://is.gd/pz8kgx

                             About CEDC

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

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

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

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


CHAMPION INDUSTRIES: To Sell Newspaper Unit for $10 Million
-----------------------------------------------------------
Champion Industries, Inc., and its wholly owned subsidiary
Champion Publishing, Inc., entered into a Letter of Intent to sell
substantially all of the assets of its operating division doing
business as The Herald-Dispatch, composing the newspaper segment,
to Douglas Reynolds the son of Chairman and CEO Marshall T.
Reynolds.  The letter is fully assignable and the Champion board
of directors was notified that Mr. Douglas Reynolds may form an
investment group, but Mr. Douglas Reynolds was fully prepared to
close the transaction without investor participation.  Champion's
investment advisor had conducted a nationwide marketing process
for the sale of the Herald-Dispatch, which resulted in one other
current offer.  Champion's board of directors, in consultation
with its independent advisors, determined that Mr. Douglas
Reynolds' offer was the better offer both in terms of price and
conditions.

The key provisions of the Letter of Intent are as follows:

   * Cash consideration $10 million, no working capital
     adjustments or indemnity reserves and assumption of all trade
     payables of the Herald-Dispatch.

   * Subject to execution of an asset purchase agreement with
     customary representations, warrants and conditions.

   * Closing on or before July 15, 2013.

   * $2 million deposit funded in escrow.

                     About Champion Industries

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

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

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

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


CHG HEALTHCARE: S&P Affirms 'B' Rating to 1st Lien Credit Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on CHG Healthcare Services Inc.  The
stable outlook reflects S&P's expectation that credit metrics will
remain above 5x despite its expectation of double-digit EBITDA
growth.

At the same time, S&P affirmed the 'B' issue-level rating on CHG
Healthcare Services Inc.'s first-lien credit facility (which now
consists of a $100 million revolver maturing 2017 and a
$579 million first-lien term loan following the $110 million
incremental borrowing) maturing 2019.  The first-lien credit
facility has a recovery rating of '3', indicating S&P's
expectation for meaningful (50% to 70%) recovery in the event of
payment default.

S&P also affirmed the 'CCC+' issue-level rating on CHG Healthcare
Services, Inc.'s $230 million second-lien term loan (following the
$40 million incremental borrowing) maturing 2020.  The second-lien
term loan has a recovery rating of '6', indicating S&P's
expectation for negligible (0% to 10%) recovery in the event of
payment default.

"Our ratings on CHG Healthcare Services Inc. reflect the company's
"weak" business risk profile, highlighted by CHG's operating
concentration in the highly competitive health care staffing
industry.  The company's mix is favorable with a larger
contribution from its locum tenens business, providing some
stability against variability of demand and supply from its allied
health and travel nurse segment," said credit analyst Tahira
Wright.  "The rating also reflects the company's "highly
leveraged" financial risk profile.  This incorporates S&P's
expectation that pro forma adjusted leverage will be more than 7x
following the $165 million dividend payout to CHG's sponsors
Leonard Green Partners (LGP) and Ares Management (Ares).  S&P
expects the company will use available cash flow to reduce debt,
but it expects adjusted leverage will still be above 5x through
2014.  CHG is the largest locum tenens health care staffing firm
with a leading presence in allied health and travel nurse
staffing."

S&P's stable rating outlook reflects its expectation that the
company will maintain a debt-to-EBITDA ratio well above 5x over
the near term, supportive of a highly leveraged financial risk
profile.  S&P believes the improved health care staffing operating
environment will be sustained over the near term, supporting
EBITDA growth.

A higher rating is possible if S&P believes the company will
sustain debt to EBITDA around 5x.  S&P would base this on its
expectation that the owners would not incur any additional debt to
finance another dividend that would releverage the company well
over 5x.

S&P could lower the rating if revenues decline in the double
digits resulting in a more than 1000-bp decrease in gross margin
due to fallen demand for locum tenens, allied health, and travel
nurse staffing.  Operating challenges could result in a FOCF
deficit position that extends beyond two quarters and revolver
borrowings in excess of $25 million.  This would trigger the
springing covenant on the credit facility and could result in
tightness on its revolver covenant of below 10%, limiting further
borrowing capacity and resulting in a lower rating.


CHROMCRAFT REVINGTON: Recurring Losses Cue Going Concern Doubt
--------------------------------------------------------------
Chromcraft Revington, Inc., filed on June 20, 2013, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2012.

McGladrey LLP, in Schaumburg, Illinois, expressed substantial
doubt about Chromcraft Revington's ability to continue as a going
concern, citing the Company's recurring losses from operations.

The Company reported a net loss of $6.1 million on $56.6 million
of sales in 2012, compared with a net loss of $4.4 million on
$55.3 million of sales in 2011.

The Company's balance sheet at March 31, 2013, showed
$27.8 million in total assets, $12.7 million in total liabilities,
and stockholders' equity of $15.1 million.

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

Chromcraft Revington, Inc., a Delaware corporation incorporated in
1992, is engaged in the design, import, manufacture and marketing
of residential and commercial furniture.  The Company is
headquartered in West Lafayette, Indiana with furniture
manufacturing, warehousing and distribution operations in
Senatobia, Mississippi and Compton, California; and through the
second quarter of 2013, warehouse and distribution operations in
Delphi, Indiana.


CHRYSLER GROUP: Refinances $4.2 Billion in Debt
-----------------------------------------------
Christina Rogers, writing for The Wall Street Journal, reports
that Chrysler Group LLC reached a key refinancing agreement with
lenders on Friday that lowers interest costs and loosens
restrictions on its cash as it moves toward further integration
with majority owner Fiat SpA.  Specifically, Chrysler said it had
refinanced a $2.9 billion loan and a $1.3 billion credit line,
moves that would save it about $50 million a year in interest
payments.  Italy's Fiat SpA also said Friday it had obtained a
EUR2 billion ($2.68 billion), three-year credit line, replacing
one it had secured in 2011.

The report notes Chrysler last refinanced its debt in 2011 in
order to pay back $6.7 billion loans from the U.S. and Canadian
governments, fully repaying those obligations.  The loans were
used to help rescue Chrysler in 2009 from bankruptcy.

The report relates Chrysler said the $50 million in savings from
the refinancing will be partially offset by a $29.5 million fee
for repaying lenders early.

The revolving credit line matures May 24, 2016. The new loan
matures on the same date in 2017.

                       About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler LLC with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC
in June 2009, formally sold substantially all of its assets to the
new company, named Chrysler Group LLC.

                           *     *     *

Chrysler has a 'B1' corporate family rating from Moody's.  Moody's
upgraded the rating from 'B2' to 'B1' in February 2013.  In May
2013, Standard & Poor's Ratings Services affirmed its ratings,
including the 'B+' corporate credit rating, on Chrysler Group.  At
the same time, S&P revised its outlook to positive from stable.


CLEAR CHANNEL: Issues $1.2 Billion New Notes
--------------------------------------------
Clear Channel Communications, Inc., on June 21, 2013, consummated
the private offer to certain eligible holders of its 10.75 percent
Senior Cash Pay Notes due 2016 and 11.00 percent/11.75 percent
Senior Toggle Notes due 2016 to exchange any and all Outstanding
Notes for newly issued Senior Notes due 2021 of the Company.  In
connection therewith, $348,122,000 aggregate principal amount of
Outstanding Cash Pay Notes were exchanged for $347,971,000
aggregate principal amount of New Notes and $917,226,511 aggregate
principal amount of Outstanding Toggle Notes were exchanged for
$853,020,648 aggregate principal amount of New Notes and
$64,205,855 of cash, plus, in each case, cash in an amount equal
to accrued and unpaid interest from the last interest payment date
applicable on the Outstanding Notes to, but not including, the
Closing Date.  Immediately following the Exchange Offer, a
subsidiary of the Company owned approximately $421 million of the
New Notes.

The $1,200,991,648 aggregate principal amount of New Notes were
issued pursuant to an indenture, dated as of June 21, 2013.  Law
Debenture Trust Company of New York, serves as trustee, and
Deutsche Bank Trust Company Americas, serves as paying agent,
registrar and transfer agent.  The New Notes mature on Feb. 1,
2021, and bear interest at a rate of (i) 12.00 percent per annum
in cash plus (ii) 2.00 percent per annum payment-in-kind interest.
Interest will be payable semi-annually in arrears on February 1
and August 1 of each year, beginning on Aug. 1, 2013.

In connection with the issuance of the New Notes, the Company, the
Guarantors, and Goldman, Sachs & Co., Credit Suisse Securities
(USA) LLC, Citigroup Global Markets Inc., Deutsche Bank Securities
Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities LLC, as
dealer managers in connection with the Exchange Offer, entered
into a Registration Rights Agreement.

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

                        http://is.gd/kzam0W

                 About Clear Channel Communications

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

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

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

                           *     *     *

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

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


CO-OPERATIVE BANK: DBRS Lowers Subordinated Debt to 'CC'
--------------------------------------------------------
DBRS Ratings Limited has downgraded the ratings of The
Co-operative Bank plc (The Co-operative or the Bank). The Bank's
Long-Term debt and deposit ratings have been downgraded to BBB
(low), from BBB (high), and the Short-Term debt and deposit
ratings have been downgraded to R-2 (middle) from R-1 (low). The
dated subordinated debt of the bank has been downgraded to CC from
BBB (low) and the Perpetual subordinated bonds have been
downgraded to CC from BB (high). All of the ratings remain Under
Review with Negative Implications. The Intrinsic Assessment for
the bank is now BBB (low). DBRS has also changed its Support
Assessment for the Bank to SA3 from SA2 and therefore the Bank's
Long-Term debt and deposit ratings are no longer positioned above
the Intrinsic Assessment.

The rating action follows the June 17, 2013 announcement by The
Co-operative Group (Group) and the Bank that the Bank requires an
additional GBP 1.5 billion of equity capital. The Bank plans to
raise approximately GBP 1 billion in 2013 through an exchange
offer to holders of the Bank's dated subordinated debt, Perpetual
subordinated bonds, and non-cumulative preference shares
(unrated). In addition a further GBP 500 million is to be raised
in 2014 through the sale of the Group's life assurance and asset
management business, and its general insurance business, as well
as through a cost saving programme at the bank and through the
deleveraging of the bank's non-core assets, including potentially
asset sales. Although full details on the exchange offer will not
be known until October 2013 the Bank has announced that
subordinated bondholders will be offered an exchange into a
mixture of senior debt issued by the Group (and potentially also a
fixed income instrument issued by the Bank dependent on take-up)
and equity in the Bank. As a result of this, a minority equity
stake in the Bank will be listed. Given the magnitude of the
capital requirement DBRS expects that some form of coercion will
be required to ensure that the required take-up of the offer is
achieved. DBRS also highlights that the proposal has broader
negative implications for bank creditors as it is not in line with
the normal creditor hierarchy that would see equity being wiped
out before subordinated debt holders are required to take a loss.

The downgrade of the Bank's senior rating and intrinsic assessment
to BBB (low) reflects the strategic challenges facing the bank and
its new management team, including the listing of a minority stake
in the bank, the potential damage to the franchise as a result of
the capital issues and the exit from certain corporate business,
and the continuing need to finalise the integration of Britannia.
Additionally DBRS expects the bank to report another substantial
loss in 2013 as a result of the deterioration in asset quality,
especially within the Bank's commercial real estate loan
portfolio. Downward pressure on the senior ratings is mitigated to
a certain degree by the capital that is proposed to be raised by
the Bank through the exchange offer and the support from the
Group. However, if the exchange offer is not successful and the
capital not raised, then it is likely that a further multi-notch
downgrade would result.

The ratings also take into account the Bank's relatively solid,
albeit limited, customer franchise and the strength of its funding
profile. DBRS considers that the Bank's core operations, which
have remained marginally profitable, can support the Bank in its
eventual return to profitability.

The UK banking system is dominated by a small number of large
banks and DBRS notes that there is a desire on the part of the
authorities and other parties to promote competition by
encouraging smaller banks such as The Co-operative. Nevertheless,
the change in the Support Assessment to SA3 from SA2 reflects
DBRS's view that the likelihood of the UK Government stepping in
to provide support which would benefit the senior bondholders of a
mid-sized bank such as the Co-operative Bank is low, and indeed
the example of the Co-operative provides further evidence that the
authorities in the UK look to bail-in subordinated debt when
capitalisation is weak.

As a result of the likely coercive nature of the exchange offer
and DBRS's expectation of substantial losses for bondholders the
dated subordinated debt and the Perpetual subordinated bonds have
been downgraded to CC and remain Under Review with Negative
Implications until full details on the exchange are known. A
further downgrade of these instruments to D is likely if, when the
exchange offer details are available, DBRS is of the opinion that
the exchange offer is coercive. DBRS has widened the notching on
these instruments beyond the standard notching discussed in our
published methodologies due to the high likelihood that
substantial losses will be borne by the bondholders.

All of the Bank's ratings remain Under Review with Negative
Implications. The review will focus on the outcome of the exchange
offer as well as the medium-term business plan that will be
presented by the new management team in August. In addition with
regard to the subordinated debt instruments the review will also
focus on the full details of the exchange offer.


COMPETITIVE TECHNOLOGIES: Incurs $782K Net Loss in Q1
-----------------------------------------------------
Competitive Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $781,834 on $0 of product sales for the three months
ended March 31, 2013, as compared with a net loss of $795,206 on
$329,746 of product sales for the same period a year ago.

As of March 31, 2013, the Company had $4.60 million in total
assets, $9.25 million in total liabilities and a $4.64 million
total shareholders' deficit.

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

                        http://is.gd/ct2MlI

                   About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

Competitive Technologies incurred a net loss of $3 million on
$546,139 of gross profit from product sales in 2012, as compared
with a net loss of $3.59 million on $1.86 million of gross profit
from product sales in 2011.

Mayer Hoffman McCann CPAs (The New York Practice of Mayer Hoffman
McCann P.C.), 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 at Dec. 31,
2012, the Company has incurred operating losses since fiscal year
2006.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


COOPER TIRE: Fitch Says CDS Spreads Signal Credit Woes
------------------------------------------------------
Widening credit default swap (CDS) spreads on Cooper Tire & Rubber
are signaling growing market concerns over the company's credit
health, according to Fitch Solutions. Five-year CDS spreads on
Cooper have widened 35% since June 12 as the market reacted to
news that India's Apollo Tyres Ltd. will buy the U.S. tire
manufacturer for $2.5 billion.

Cooper CDS spreads had been widening consistently for a month
leading up to the announcement. The price of credit protection on
Cooper is now aligned with 'B-' rating levels, just one notch
below its CDS implied rating or historical trading pattern. Credit
markets are clearly worried about the additional debt burden that
will be placed on Cooper as a result of the planned buyout.

CDS liquidity signaled credit concerns as early as September of
last year, a month before rumors of the potential buyout surfaced.
According to Fitch Solutions' CDS Liquidity Score Model, CDS on
Cooper went from trading in the 14th global percentile on Sept. 3,
2012 to trading in the second percentile (or with more liquidity
than 98% of single-name CDS) on Sept. 20, 2012. Despite some
variance in liquidity since that time, CDS referencing Cooper have
continued to trade within the fifth global percentile thus far in
2013, signaling ongoing uncertainty surrounding the company's
credit prospects.


COSTA DORADA: Has Exit Plan Draft; Wants Filing Deadline Moved
--------------------------------------------------------------
Costa Dorada Apartments Corp. and Carlos R. Ferandez-Rodriguez &
Iris M. Cancel-Lugo have said in court papers that as of May 29,
joint disclosure statement and separate plans of reorganization
have already been drafted and were to be filed, upon the
completion of certain proposals and negotiations.  The court
papers said the individual Debtors would provide their major
secured creditor, BBVA (now Oriental Bank), a restructuring
proposal to stipulate the creditor's claim treatment prior the
filing of their Plan of Reorganization.

Costa Dorada Apartments and Carlos R. Ferandez-Rodriguez & Iris M.
Cancel-Lugo are asking the U.S. Bankruptcy Court for the District
of Puerto Rico to extend until June 28, 2013, the time to file a
joint Disclosure Statement, and Plan of Reorganization.

The Debtors assert that conducting and concluding the
negotiations, prior to the filing of the individuals' Plan and
without a limited time constraint will provide for a proper
evaluation of the best interests of the parties, a more smoother
confirmation process and will enable the Debtors to provide
adequate information in their Joint Disclosure Statement.

                   About Costa Dorada Apartments

Costa Dorada Apartments Corp., dba Villas De Costa Dorada, in
Isabela, Puerto Rico, filed for Chapter 11 bankruptcy (Bankr.
D.P.R. Case No. 11-03960) on May 10, 2011.  The Debtor disclosed
$10.7 million in assets and $8.6 million in liabilities as of the
Chapter 11 filing.  The Hon. Enrique S. Lamoutte Inclan, presides
over the case.  The petition was signed by Carlos R. Fernandez
Rodriguez, its president.  Wigberto Lugo Mender, Esq., at Lugo
Mender & Co., in Guaynabo, Puerto Rico, represents the Debtor as
counsel.


COPYTELE INC: Amends April 30 Quarter Form 10-Q
-----------------------------------------------
CopyTele, Inc., has amended its quarterly report on Form 10-Q for
the period ended April 30, 2013, to furnish the Interactive Data
File exhibits required by Item 601(b)(101) of Regulation S-K.  No
other changes have been made to the 10-Q.  A copy of the amended
Form 10-Q is available for free at http://is.gd/3wgi1u

                           About CopyTele

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

Copytele Inc. incurred a net loss of $4.25 million for the year
ended Oct. 31, 2012, compared with a net loss of $7.37 million
during the prior fiscal year.  As of April 30, 2013, the Company
had $7.35 million in total assets, $8.80 million in total
liabilities and a $1.44 million total stockholders' deficiency.

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


DETROIT, MI: Manager Lists Demands on Pensions, Benefits
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Detroit's Emergency Manager Kevyn Orr met with union
leaders to explain his proposals for modifying pension and health
benefits in dealing with the city's $5.7 billion in liabilities
from health and pension plans.

The report discloses that Mr. Orr also ordered an investigation
into pension plans and their investments.  Banks were able to
convert unsecured debt on swap agreements into secured claims
coming ahead of workers and unsecured creditors.


DETROIT, MI: Moody's Lowers Rating on GOULT Bonds to 'Caa2'
-----------------------------------------------------------
Moody's Investors Service has downgraded the City of Detroit's
(MI) General Obligation Unlimited Tax (GOULT) rating to Caa2 from
Caa1 and its General Obligation Limited Tax (GOLT) rating to Caa3
from Caa2. Moody's also downgraded the city's Certificates of
Participation (COPs) rating to Caa3 from Caa1. The GOULT, GOLT and
COPs ratings have all been placed on review for possible
downgrade.

Concurrently, Moody's has downgraded the ratings for Detroit's
Water Supply System Revenue bonds and Sewage Disposal System
Revenue bonds each one notch to Ba1 (Senior Lien) and Ba2 (Second
Lien) as the growing probability of a city bankruptcy filing
potentially increases bondholder risks. Ratings for Detroit's
Water Supply and Sewage Disposal enterprise revenue debt have also
been placed on review for possible downgrade.

Rating Rationale

The downgrades reflect the increased likelihood of a bankruptcy
filing, a major general debt restructuring, or a combination of
the two, following the appointment of the Emergency Manager (EM)
in March 2013 and the EM's recent pronouncement that Detroit's
current liabilities require significant restructuring to ensure
the city's long-term financial health. Should default or
bankruptcy occur, the recovery levels for bondholders could
potentially be quite low based on recent municipal recovery rates
for other distressed local governments. The EM and his staff are
reportedly planning to meet with creditors and stakeholders to
commence negotiations for restructuring the city's liabilities
this week. The downgrade of the COPs two notches to Caa3 reflects
the lack of a dedicated revenue stream that is currently being
levied and the uncertainty of enforcement of a judgment lien going
forward.

The review for downgrade for all securities will focus on the EM's
restructuring plan with respect to both bondholder repayment and
potential treatment of the water and sewer system assets. Prior to
the action, the outlook for all of the ratings was negative based,
in part, on the possibility that the city could file for
bankruptcy.

The principal methodology used for rating the general obligation
and certification of participation debt was General Obligation
Bonds Issued by US Local Governments published in April 2013. The
principal methodology used for rating the revenue debt was
Analytical Framework For Water And Sewer System Ratings published
in August 1999.


DEWEY & LEBOEUF: Court Okays $17 Million in Fees
------------------------------------------------
Sara Randazzo, writing for The Am Law Daily, reports that U.S.
Bankruptcy Judge Martin Glenn approved $17 million in fees and
expenses Thursday for advisers working on Dewey & LeBoeuf's
Chapter 11 case, but not before a few minutes were spent
celebrating how swiftly the Dewey proceedings have moved along
compared to the bankruptices of other failed firms.

According to the report, Judge Glenn signed off on nine pending
applications, including for:

     * Togut, Segal & Segal ($8.8 million);

     * Brown Rudnick, which advised the unsecured creditors
       committee ($3.4 million);

     * Keightley & Ashner, special benefits counsel ($164,000);

     * Kasowitz, Benson, Torres & Friedman, which worked for an
       official committee of former Dewey partners ($1.35
       million);

     * Thierhoff Muller & Partner German wind down counsel
       ($592,000); and

     * Goldin Associates, which provided financial analysis
       ($1.3 million).

The bills Judge Glenn signed off on encompass work conducted from
the time of Dewey's bankruptcy filing through March 22, the report
notes.

According to BankruptcyLaw360, at a brief court appearance, U.S.
Bankruptcy Judge Martin Glenn said "a lot of work went into those
fees" and that law firm bankruptcies, especially one of this
magnitude, can be difficult.

                       About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

Dewey filed a Chapter 11 Plan of Liquidation and an accompanying
Disclosure Statement on Nov. 21, 2012.  It filed amended plan
documents on Dec. 31, in an attempt to address objections lodged
by various parties.  A second iteration was filed Jan. 7, 2013.
The plan is based on a proposed settlement between secured lenders
and Dewey's official unsecured creditors' committee, as well as a
settlement with former partners.

On Feb. 27, 2013, the Bankruptcy Court confirmed Dewey & Leboeuf's
Second Amended Chapter 11 Plan of Liquidation dated Jan. 7, 2013,
As of the Effective Date of the Plan, the Debtor will be
dissolved.

Alan Jacobs of AMJ Advisors LLC, has been named Dewey's
liquidation trustee.


DEX MEDIA EAST: Bank Debt Trades at 21% Off
-------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 78.80 cents-on-
the-dollar during the week ended Friday, June 21, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a drop of 0.37 of
percentage points from the previous week, The Journal relates.
Dex Media East LLC pays 250 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2016 and
the bank debt is not rated by Moody's and S&P.  The loan is one of
the biggest gainers and losers among 254 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                           About Dex One

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

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

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

This is Dex One's second stint in Chapter 11.  Its predecessor,
R.H. Donnelley Corp., and 19 affiliates, including Dex Media East
LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter 11
protection (Bank. D. Del. Case No. 09-11833 through 09-11852) on
May 28, 2009.  They emerged from bankruptcy on Jan. 29, 2010.  On
the Effective Date and in connection with its emergence from
Chapter 11, RHD was renamed Dex One Corporation.

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

The 2013 Debtors emerged from Chapter 11 bankruptcy protection on
April 30, 2013.


EAST END: Amended Plan Outline Order Entered, July 1 Conf. Hrg Set
------------------------------------------------------------------
Judge Robert E. Grossman entered an amended order approving the
Third Amended Disclosure Statement describing Third Amended Plan
of Reorganization of East End Development, LLC.

The Amended Order, dated May 16, 2013, ruled that the Disclosure
Statement contained adequate information.  The Amended Order also
lists down the approved Notice and Solicitation Procedures.

The Court will hold a hearing to consider confirmation of the Plan
on July 1, 2013, at 1:30 p.m. (prevailing Eastern Time).
Interested parties will have until June 24, 2013 to file written
objections to the Plan confirmation.

Properly executed ballots for the Plan also have to be delivered
by U.S. mail, courier or overnight delivery to the Debtor's
counsel no later than 5:00 p.m. (prevailing Eastern Time) on
June 24, 2013.

As previously reported by The Troubled Company Reporter, the Plan
proposes a 84% - 100% recovery for the Amalgamated Secured Claim;
100% recovery for Allowed Mechanic's Liens; 100% recovery for
Allowed Priority Claims; 5% - 100% recovery for General Unsecured
Claims; and 0% recovery for Equity Interests.

The Debtor filed its Third Amended Plan and Disclosure Statement
on May 8, 2013.  The Third Amended Disclosure Statement clarifies:

  (1) some provisions on the treatment of Class 1 Amalgamated
      Secured Claim;

  (2) that if there is a shortfall of the reserve amount for the
      Class 2 Allowed Mechanics Lien, the remaining amount will be
      paid by Amalgated;

  (3) that any general unsecured claim disputed as of the Closing
      Date and are thereafter allowed will be paid from
      Amalgamated; and

  (4) that Class 5 Equity Interests are unimpaired, and will
      retain their interest in the Debtor but will only realize a
      distribution from the post-confirmation after all classes of
      claims are paid in full.

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

         http://bankrupt.com/misc/EASTEND_3rdAmdDSMay08.PDF

                    About East End Development

East End Development, LLC, the owner of a 90% completed
condominium in Sag Harbor, New York, filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 12-76181) in Central Islip, New York, on
Oct. 12, 2012.  Tracy L. Klestadt, Esq., at Klestadt & Winters
LLP, in New York, N.Y., represents the Debtor in its restructuring
efforts.  Edifice Real Estate Partners, LLC serves as its
construction consultant.  The Debtor disclosed $27,300,207 in
assets and $35,344,416 in liabilities in its schedules.

John E. Westerman, Esq., and Mike M. Hennessey, Esq., at Westerman
Ball Ederer Miller & Sharfstein, LLP, in Uniondale, N.Y.,
represents Lender Amalgamated Bank as counsel.


EASTMAN KODAK: Seeks Approval of Deal to Backstop Rights Offering
-----------------------------------------------------------------
Eastman Kodak Co. asked the U.S. Bankruptcy Court in Manhattan to
approve a deal, under which key creditors agreed to backstop a
$406 million rights offering for common shares in the company
after it exits Chapter 11 protection.

Kodak creditors agreed to backstop an offering that would let the
company issue up to 34 million shares of common stock at $11.94
each, equal to about 85% of the equity of a restructured company.

Creditors proposing the backstop are GSO Capital Partners,
BlueMountain Capital, George Karfunkel, United Equities Group and
Contrarian Capital.

"This agreement, which serves as a critical component of the
capital structure for the emerging Kodak, positions us to
comprehensively settle our obligations with our various key
creditor constituencies," Kodak CEO Antonio Perez said in a
statement.

The agreement requires Kodak to pay an initial commitment fee of
$16.24 million or 4% of the rights offerings amount, and a
consummation fee of $4.06 million.  The company is also required
to get approval to pay those fees as well as expenses incurred by
each creditor that agreed to backstop the rights offering.

GSO Capital and the other creditors have the right to terminate
the deal if, among other things, Kodak fails to get court approval
of the agreement by July 2, and the company files a pleading
seeking approval of an alternate transaction.  A copy of the
agreement is available for free at http://is.gd/882SUk

Kodak said it would use the proceeds from the rights offering to
repay creditors, including second lien creditors who would no
longer receive equity under its proposed Chapter 11 reorganization
plan.

Kodak's official committee of unsecured creditors supports the
backstop and rights offering, according to the company.

A court hearing to consider approval of the agreement is set for
June 25.  Objections are due by June 24.

                        Kodak Amends Plan

Kodak also filed on Tuesday a revised restructuring plan, which
reflects the transactions described in the agreement.

A key feature of the revised plan is the distributions of
subscription rights in connection with two rights offerings to
raise $406 million of equity capital through the issuance of 34
million common shares in the reorganized company.

In the first rights offering, Kodak will offer holders of certain
Class 4 general unsecured claims and Class 6 retiree settlement
unsecured claims the opportunity to purchase up to six million
shares of new common stock for $11.94 per share.

In the other rights offering, certain "accredited investors" or
"qualified institutional buyers" will be offered the opportunity
to purchase between 28 million and 34 million shares of new common
stock at $11.94 each.

Kodak will file a motion this week explaining the terms of the
rights offerings, and the procedures pursuant to which they will
be conducted.  The company will also file a revised outline of the
plan prior to the June 25 hearing.

A copy of Kodak's first amended plan is available for free at
http://is.gd/gvREBK

                      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


EASTMAN KODAK: Details Rights Offer for Larger Creditors
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co. on June 20 laid out details on $895
million in bank financing to complement a $406 million equity
rights offering announced the day before.  Together, the loans and
the rights offering will finance an exit from Chapter 11
reorganization outlined in a revised plan filed on June 18.

According to the report, details in the rights offering raised the
ire of some unsecured creditors who feel they are being cut out of
a more lucrative recovery available to larger creditors
negotiating directly with Kodak.  The $406 million rights offering
for 34 million shares of new Kodak stock is in two parts.  Six
million shares will be earmarked for general unsecured creditors
and for retirees with $635 million in claims from the loss of
retirement benefits.  The other 28 million shares are exclusively
for so-called accredited investors and qualified institutional
buyers with claims exceeding $100,000 and $500,000, respectively.

The report notes that in all cases, creditors will pay $11.94 a
share.  The record date for the rights offering is June 18,
meaning that creditors with smaller claims cannot now sell their
claims to others eligible for the 28 million-share offering.  The
rights offering will "disenfranchise unsecured creditors who are
rightfully entitled to recovery," according to Joe Sarachek, a
managing director of special situations from CRT Special
Investments LLC who trades Kodak claims.  He said the Kodak case
is a "totally disorganized rush job." On the other hand, Sarachek
said the settlement with the U.K. pension fund was "brilliant."

"The rights offering appears to be totally unnecessary when you
look at the over $1 billion in cash plus the substantial other
assets," Ken Luskin said in an interview.  "The plan therefore
represents a far, far inferior recovery than a liquidation,"
according to Luskin, president of Intrinsic Value Asset Management
Inc. in Santa Monica, California.  According to the report

Kodak disclosed the outlines for $895 million in new bank
financing to kick in on emergence from Chapter 11.  The financing
will be provided by a group including Bank of America NA, Merrill
Lynch Pierce Fenner & Smith Inc., and JPMorgan Chase Bank NA.  The
financing will consist of a five-year $200 million asset-backed
revolving credit, a six-year $420 million first lien term loan,
and a seven-year $275 million second-lien term loan.  The bank
loans will be in lieu of Kodak's right to roll over the existing
bankruptcy loan when the company emerges from bankruptcy.  The
interest rate and other terms of the bank financing are more
favorable, Kodak said in a court filing.

The report relays that Kodak is asking the bankruptcy court to
hold an expedited hearing on June 25 for approvals locking in the
rights offering and the bank financing.  The new plan filed this
week reverses course on the prior version of the reorganization
where holders of the remaining $375 million in second-lien notes
would have been given 85 percent of the new stock, for projected
full payment.  With the rights offering in place, noteholders
instead will be paid off in cash, freeing up 85 percent of the
stock for the rights offering.  The remaining 15 percent of the
new stock is destined for payment toward $2.7 billion in claims of
unsecured creditors and the retirees' $635 million in claims.

The report says that in return for a 5 percent commitment fee, the
creditors backstopping the rights offer are GSO Capital Partners
LP, BlueMountain Capital Inc., George Karfunkel, United Equities
Group and Contrarian Capital.

At a hearing June 20, the bankruptcy judge approved the settlement
where the company's U.K. pension plan will give up a $2.84 billion
claim and purchase the consumer-imaging and document-imaging
businesses for $650 million in cash and notes, Kodak said in a
statement.  Kodak filed a revised disclosure statement June 21 in
advance of the June 25 approval hearing.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


ECO BUILDING: Amends Sept. 30 Quarter Form 10-Q
-----------------------------------------------
Eco Building Products, Inc., has amended its quarterly report on
Form 10-Q for the period ended Sept. 30, 2012.

The restated statements of operations reflect a net loss of $4.86
million on $1.06 million of total revenue for the three months
ended Sept. 30, 2012, as compared with a net loss of $2.94 million
on $1.06 million of total revenue as reported.

As restated, the Company's balance sheet at Sept. 30, 2012, showed
$3.49 million in total assets, $8.58 million in total liabilities
and a $5.09 million total stockholders' deficit.  The Company
previously reported $5.32 million in total assets, $9.54 million
in total liabilities and a $4.22 million total stockholders'
deficit as of Sept. 30, 2012.

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

                        http://is.gd/Z58Mut

                        About Eco Building

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

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

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

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


ELBIT IMAGING: Deadline to File Position Statement on June 25
-------------------------------------------------------------
The Tel Aviv District Court has ordered all relevant parties that
object to convening meetings of Elbit Imaging's creditors and
shareholders to file a brief position statement with the Court by
10:00 a.m. on June 25, 2013.  The Court emphasized that any
position statement will relate only to the question of whether
those meetings ought to be convened on the basis of the Company's
amended plan of arrangement (as opposed to opining on the merits
of that plan).

Elbit Imaging has filed a motion with the Tel Aviv Court to
convene meetings for the approval of the proposed restructuring of
its unsecured financial debt pursuant to a plan of arrangement
under Section 350 of the Israeli Companies Law, 5759-1999.
Pursuant to the terms of the Arrangement, as amended, upon the
effectiveness of the Arrangement all of the Company's Unsecured
Financial Debt will be extinguished in exchange for new ordinary
shares of the Company and new notes to be issued by the Company.

                    Reaches Agreement with Bank

Elbit Imaging and the Bank Hapoalim B.M. have reached an agreement
that the Bank will not realize its lien on the Company's shares in
Plaza Centers N.V. without giving the Company a seven day prior
notice.  Accordingly, on June 20, 2013, the Company filed a motion
with the Court, with the consent of the Bank, requesting to
withdraw its motion for a temporary restraining order and its
related complaint.  On June 20, 2013, the Court issued an order
denying the Company's motion and complaint on the one hand, but
ordering the Bank that any realization of its liens, in Israel or
abroad, must be effected with transparency and in good faith in
the context of insolvency proceedings before the Court, while
taking into consideration the other creditors of the Company, to
the extent possible, and the mitigation of their damages.

Elbit Imaging has received a letter on June 5, 2013, from
the Bank demanding repayment within seven days of the outstanding
balance of approximately $58.15 million due primarily
under the loans made by the Bank to the Company, without
prejudicing its right under any other loan facility to which the
Company is a party as a guarantor or otherwise.  The Bank stated
that it was taking this action in light of the Company's alleged
breaches under the Loans, including, inter alia, non-payment to
the Bank on March 31, 2013, of approximately $14.5 million,
failure to satisfy certain financial covenants under the Loans,
adverse change in the financial status of the Company etc.  In
addition, the Bank has stated that it had offset a deposit in the
amount of approximately $7.9 million in the Bank's accounts
against the Loans.

                        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."


ELITE PHARMACEUTICALS: Swings to $1.5MM Net Income in 2013
----------------------------------------------------------
Elite Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income attributable to common shareholders of $1.48 million on
$3.40 million of total revenues for the year ended March 31, 2013,
as compared with a net loss attributable to common shareholders of
$15.05 million on $2.42 million of total revenues for the year
ended March 31, 2012.

As of March 31, 2013, the Company had $11.12 million in total
assets, $19.79 million in total liabilities and a $8.67 million
total stockholders' deficit.

Demetrius Berkower LLC, in Wayne, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2013.  The independent auditors noted
that the Company has experienced significant losses resulting in a
working capital deficiency and shareholders' deficit.  These
conditions raise substantial doubt about its ability to continue
as a going concern.

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

                        http://is.gd/VDuLJK

                     About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

Elite Pharmaceuticals reported a net loss attributable to common
shareholders of $15.05 million for the year ended March 31, 2012,
compared with a net loss attributable to common shareholders of
$13.58 million during the prior year.


ENERGY CONVERSION: Credit Suisse Feels The Heat Over Chapter 11
---------------------------------------------------------------
Jeff Sistrunk of BankruptcyLaw360 reported that an Energy
Conversion Devices Inc. shareholder filed a proposed class action
against Credit Suisse International, accusing the Swiss bank of
helping drive ECD into bankruptcy by manipulating the market for
the solar energy company's stock through short-selling.

According to the report, plaintiff Mark Leevan says Credit Suisse
conspired with a number of unknown defendants to manipulate the
market for ECD stock through a scheme targeting the company's June
18, 2008, public offering, for which Credit Suisse was an
underwriter.

The case is Leevan v. Credit Suisse International et al., Case No.
4:13-cv-02783 (SBA)(N.D. Calif.).

                      About Energy Conversion

Energy Conversion Devices -- http://energyconversiondevices.com/
-- has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No.
12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker presides over
the case.  Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert
B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in
Detroit, Michigan, represent the Debtor as counsel.  The Debtor
estimated assets and debts of between $100 million and $500
million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169).

An official committee of unsecured creditors has been appointed in
the case.  Foley and Lardner, LLP represents the Committee.
Scouler & Company, LLC, serves as financial advisor.

A group of shareholders had asked a bankruptcy judge to allow it
to form an official committee with lawyers and expenses paid for
by the company.

The company had estimated in court papers that it was worth
$986 million, based on nearly $800 million of investment in the
manufacturing unit.

The Debtors canceled an auction to sell USO as a going concern and
discontinued the court-approved sale process after failing to
receive an acceptable qualified bid by the bid deadline.  Quarton
Partners served as the companies' investment banker.  The Debtors
also hired auction services provider Hilco Industrial to prepare
for an orderly sale of the companies' assets.

The Second Amended Chapter 11 Plan of Liquidation for Energy
Conversion Devices and United Solar Ovonic became effective, and
the Company emerged from Chapter 11 protection.


ENERGYSOLUTIONS INC: Deloitte & Touche Replaces E&Y as Auditor
--------------------------------------------------------------
EnergySolutions, Inc., through its Board of Directors, has decided
to dismiss Ernst & Young LLP, as the Company's independent
registered public accounting firm, effective June 17, 2013.

Ernst & Young's reports on the Company's financial statements for
the fiscal years ended Dec. 31, 2011, and Dec. 31, 2012, did not
contain an adverse opinion or a disclaimer of opinion, and neither
those reports were qualified or modified as to uncertainty, audit
scope, or accounting principles.

The dismissal was not a result of any disagreement with the
accounting firm.

The Company's Board of Directors decided to appoint Deloitte &
Touche LLP as the Company's independent registered public
accounting firm on June 17, 2013.  Deloitte will act as the
Company's independent registered public accounting firm beginning
with the fiscal year ending Dec. 31, 2013.

                       About EnergySolutions

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

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

                         Bankruptcy Warning

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

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

                           *     *     *

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

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

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


ENRON CORP: Court Reduces Skilling's Jail Time to 14 Years
----------------------------------------------------------
Tom Fowler, writing for The Wall Street Journal, reports that a
federal judge reduced the prison sentence of former Enron Corp.
Chief Executive Jeffrey Skilling to 14 years on Friday, which
could allow him to be free by the end of the decade or earlier.
Mr. Skilling, 59 years old, was convicted in 2006 of lying to
investors about Enron's financial health and sentenced to 24 years
in prison. The reduced sentence came at the bottom of the range
recommended by prosecutors after a deal struck with Mr. Skilling
earlier this year.

Daniel Petrocelli, Esq., represents Mr. Skilling.

                        About Enron Corp.

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

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

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

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


EPICEPT CORP: Amends Merger Agreement with Immune
-------------------------------------------------
EpiCept Corporation, EpiCept Israel Ltd. and Immune
Pharmaceuticals Ltd. executed an amendment to the Merger Agreement
and Plan of Reorganization that they signed on Nov. 7, 2012.  The
amendment changes the delivery date for Immune Pharmaceuticals
Ltd. to provide its audited financial statements, to May 15, 2013.
The amendment also changes the outside date for completion of the
Merger to Sept. 15, 2013.

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

                        http://is.gd/5MQ5Ri

                      About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

The Company incurred a loss attributable to common stockholders of
$6.12 million on $7.80 million of total revenue for the year ended
Dec. 31, 2012, as compared with a loss attributable to common
stockholders of $15.65 million on $944,000 of total revenue during
the prior year.  The Company's balance sheet at March 31, 2013,
showed $1.25 million in total assets, $15.86 million in total
liabilities and a $14.61 million total stockholders' deficit.

Deloitte & Touche LLP, in Parsippany, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and stockholders' deficit which raise substantial doubt
about the Company's ability to continue as a going concern.


EXIDE TECHNOLOGIES: Securities to be Delisted From NASDAQ
---------------------------------------------------------
Exide Technologies received a notification letter from The Nasdaq
Stock Market LLC stating that the Company's securities will be
delisted from Nasdaq.  Nasdaq's determination is based on the
following factors: (i) the Chapter 11 Filing and associated public
interest concerns raised by it, (ii) concerns regarding the
residual equity interest of the existing listed securities
holders, and (iii) concerns about the Company's ability to sustain
compliance with all requirements for continued listing on The
Nasdaq Stock Market.  Unless the Company appeals the
determination, trading in the Company's common stock will be
suspended at the opening of business on Monday, June 24, 2013, and
a Form 25-NSE will be filed with the Securities and Exchange
Commission which will remove the Company's common stock from
listing and registration on The NASDAQ Stock Market.  The Company
currently does not intend to appeal the delisting determination.

                     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.


EXTENDED STAY: Blackstone Settles Suit Over LBO for $10MM
---------------------------------------------------------
Tom Hals, writing for Reuters, reports that Blackstone Group LP
has agreed to pay $10 million to settle a lawsuit that had sought
$8.4 billion for its role in the sale and subsequent bankruptcy of
hotel chain Extended Stay Inc.  Citigroup Inc, an adviser to
Blackstone that took control of Extended Stay in a 2007 leveraged
buyout, agreed to pay $200,000.  Bank of America Corp., which
advised Blackstone, was also released from the lawsuits as part of
the settlement.

The Reuters report recounts that Blackstone in 2007 sold the chain
of about 680 hotels for $8 billion to private equity investor,
David Lichtenstein.  After Extended Stay filed for bankruptcy,
Finbarr O'Connor, the trustee acting for the benefit of Extended
Stay's creditors, filed five lawsuits in 2011.  The lawsuits
alleged that Blackstone skimmed $2.1 billion from the sale of the
chain.  The trust also asked the court for $6.3 billion in
punitive damages because it alleged Blackstone and others
maliciously breached their duties to Extended Stay creditors.

The settlement excluded Mr. Lichtenstein.

The Reuters report says Mr. O'Connor asked the Court to consider
approval of the Blackstone and Citigroup settlements at a hearing
July 18.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.  The Official Committee of
Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T.
Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP,
in New York, as counsel.  Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July 2010.


EXTENDED STAY: Blackstone Pays $10MM to End $1-Bil. Buyout Suits
----------------------------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that The Blackstone
Group LP will pay $10 million to settle lawsuits seeking $1
billion for its role helping orchestrate a ruinous leveraged
buyout of Extended Stay Inc. in 2007, the bankrupt hotel chain's
litigation trust said.

According to the report, recent Second Circuit decisions had made
it less likely that the trust could prevail on its $1 billion in
claims accusing Blackstone and others of siphoning off billions of
dollars from the hotel chain, prompting it to settle with
Blackstone as well as Bank of America Corp. and Citigroup.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 (Bankr.
S.D.N.Y. Case No. 09-13764) on June 15, 2009.  Judge James M. Peck
handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, in New York, represents the Debtors.  Lazard Freres &
Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.  The Official Committee of
Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T.
Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP,
in New York, as counsel.  Extended Stay had assets of $7.1 billion
and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July 2010.


FAIRPOINT COMMUNICATIONS: Bank Debt Trades at 3% Off
----------------------------------------------------
Participations in a syndicated loan under which Fairpoint
Communications is a borrower traded in the secondary market at
97.50 cents-on-the-dollar during the week ended Friday, June 21,
2013, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a drop of 0.75 of percentage points from the previous week.  The
bank loan matures on Feb. 14, 2019.  The Company pays 625 basis
points above LIBOR to borrow under the facility.  The bank debt
bank debt carries Moody's B2 and S&P's B rating.  The loan is one
of the biggest gainers and losers among 254 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- owns and operates local exchange
companies in 18 states offering advanced communications with a
personal touch, including local and long distance voice, data,
Internet, television and broadband services.  FairPoint is traded
on the New York Stock Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 09-16335) on Oct. 26, 2009.  Rothschild
Inc. served as financial advisor for the Company; AlixPartners,
LLP, acted as the restructuring advisor; and Paul, Hastings,
Janofsky & Walker LLP served as the Company's counsel.  BMC Group
served as the claims and notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities, $2.91
billion in total long-term liabilities, and $1.23 million in
stockholders' equity.

Andrews Kurth served as counsel to the Official Committee of
Unsecured Creditors.  Altman Vilandrie acted as the operational
consultant to the Creditors' Committee.  Verrill Dana was the
Creditors' Committee's special regulatory counsel.  Jeffries
served as the Creditors' Committee's financial advisor.

FairPoint on Jan. 24, 2011, completed its balance sheet
restructuring and emerged from Chapter 11.  FairPoint reduced its
outstanding debt by roughly 64%, from roughly $2.8 billion --
including interest rate swap liabilities and accrued interest --
to roughly $1.0 billion.  In addition, the Company has a $75
million revolving credit facility available for working capital
and general corporate purposes.  Existing stock in the Company was


FIRST CONNECTICUT: Can File Bankruptcy Plan Thru Oct. 28
--------------------------------------------------------
First Connecticut Holding Group, LLC IV obtained a bankruptcy
court ruling extending the exclusive period by which it must file
a Chapter 11 plan through Oct. 28, 2013, and the exclusive period
by which it must obtain acceptances for that plan through Dec. 30,
2013.

        About First Connecticut Holding Group, L.L.C. IV

First Connecticut Holding Group, L.L.C. IV filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-13090) on Feb. 15, 2013, in
Newark, New Jersey.  Lorraine Mocco signed the petition as
managing member.  The Debtor's scheduled assets were $12,287,218
and scheduled liabilities were $68,655,579.  Judge Donald H.
Steckroth presides over the case.

Donald W. Clarke, Esq., of Wasserman, Jurista & Stolz, P.C.,
serves as counsel to the Debtor.  James Scarpone, Esq., of
Scarpone & Vargo, LLC, serves as special counsel.


FIRST CONNECTICUT: Gets Interim Order for Cash Collateral Use
-------------------------------------------------------------
Judge Novalyn L. Winfield granted First Connecticut Holding Group,
LLC, IV, interim authority to use cash collateral to fund critical
business operations, with the consent of secured lender U.S. Bank
National Association.

As adequate protection to the extent of diminution in value of its
interest as a consequence of the Debtor's use of the cash
collateral, the Lender will receive continuing, valid, binding,
enforceable and automatically perfected first priority
postpetition security interests in, and liens on all property of
the Debtor.

The Court will convene a final hearing on the matter on July 8,
2013.

The Debtor is represented by:

          Donald W. Clarke, Esq.
          WASSERMAN, JURISTA & STOLZ, P.C.
          225 Millburn Avenue, Suite 207
          P.O. Box 1029
          Millburn, New Jersey 07041
          Tel No.: (973) 467-2700
          Email: Dclarke@wjslaw.com

The Lender is represented by:

          Philip S. Rosen, Esq.
          ZEICHNER ELLMAN & KRAUSE LLP
          103 Eisenhower Parkway
          Roseland, New Jersey 07068
          Tel No.: (973) 618-9100
          E-mail: prosen@zeklaw.com

        About First Connecticut Holding Group, L.L.C. IV

First Connecticut Holding Group, L.L.C. IV filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-13090) on Feb. 15, 2013, in
Newark, New Jersey.  Lorraine Mocco signed the petition as
managing member.  The Debtor's scheduled assets were $12,287,218
and scheduled liabilities were $68,655,579.  Judge Donald H.
Steckroth presides over the case.


FIRST DATA: Bank Debt Due Feb. 2018 Trades at 2% Off
----------------------------------------------------
Participations in a syndicated loan under which First Data Corp.
is a borrower traded in the secondary market at 97.98 cents-on-
the-dollar during the week ended Friday, June 21, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a drop of 0.50 of
percentage points from the previous week.  The bank loan matures
on Feb. 15, 2018.  The company pays 400 basis points above LIBOR
to borrow under the facility.  The bank loan matures on Feb. 15,
2018.  The bank debt bank debt carries Moody's B1 and Standard &
Poor's B+ rating.  The loan is one of the biggest gainers and
losers among 254 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                          About First Data

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

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

                           *     *     *

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


FIRST DATA: Bank Debt Due March 2018 Trades at 2% Off
-----------------------------------------------------
Participations in a syndicated loan under which First Data Corp.
is a borrower traded in the secondary market at 98 cents-on-the-
dollar during the week ended Friday, June 21, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a drop of 0.66 of
percentage points from the previous week.  The loan matures on
March 24, 2018.  The company pays 400 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by Moody's
and Standard & Poor's.  The loan is one of the biggest gainers and
losers among 254 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

About First Data

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

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

                           *     *     *

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


FNB UNITED: Shareholders OK Name Change to "CommunityOne Bancorp"
-----------------------------------------------------------------
FNB United Corp. held its 2013 annual meeting of shareholders on
June 20 at which the shareholders:

   (1) elected John J. Bresnan, Robert L. Reid, Jerry R. Licari,
       and Ray McKenney, Jr., as Class III directors, each for a
       term of three years expiring at the 2016 Annual Meeting of
       Shareholders and Gray McCaskill was elected as Class II
       director for a term of two years expiring at the 2015
       Annual Meeting of Shareholders;

   (2) approved an amendment to FNB Amended and Restated Bylaws to
       eliminate the classified structure of the Board;

   (3) approved the amendment to FNB's Articles of Incorporation
       to change the name of the company to CommunityOne Bancorp;

   (4) approved the amendments to the 2012 Incentive Plan;

   (5) ratified the selection of Dixon Hughes Goodman LLP as FNB's
       independent registered public accounting firm for the
       fiscal year 2013; and

   (6) approved, on a non-binding basis, the compensation of FNB's
       executive officers.

On June 20, 2013, Reynolds Neely, Jr., retired from the Board of
Directors of FNB United.

                         About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.

FNB United incurred a net loss of $40 million in 2012, a net loss
of $137.31 in 2011, and a net loss of $131.82 million in 2010.
The Company's balance sheet at March 31, 2013, showed $2.09
billion in total assets, $2 billion in total liabilities and
$89.37 million in total shareholders' equity.


FREEDOM GROUP: S&P Retains 'B+' CCR on CreditWatch Developing
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Madison, N.C.-based Freedom Group Inc., including the 'B+'
corporate credit rating, remain on CreditWatch, where they were
placed with developing implications on Dec. 19, 2012.

The continued CreditWatch listing reflects ongoing uncertainty as
to the impact of Cerberus' planned sale of Freedom Group on the
credit profile of the company.

"Implications of the listing are developing, because we could
raise or lower ratings on Freedom Group depending on the outcome
of the sale," said Standard & Poor's credit analyst Ariel
Silverberg.

In the event Cerberus' sale of Freedom Group is a leveraging
event, S&P could lower the ratings.  S&P's measure of adjusted
leverage was 4.2x at March 31, 2013.

In the first quarter of 2013, total sales grew 56% and EBITDA
(adjusted for one-time charges) grew 77%.  S&P believes revenue
growth was driven largely by consumer fears of increased
regulation and, to a lesser extent, demand stemming from continued
economic growth and a higher base of users of Freedom Group's
products.  In the event Cerberus sells Freedom Group to a buyer
with higher credit quality, S&P could raise its ratings.

S&P will resolve the CreditWatch listing once it is confident it
can estimate the impact of the planned sale.


FRIENDFINDER NETWORKS: Obtains Forbearance Extension Until July 1
-----------------------------------------------------------------
Friendfinder Networks Inc. and Interactive Network, Inc., entered
into a third amendment to the forbearance agreements previously
entered into on Nov. 5, 2012, and as amended effective on Feb. 4,
2013, and May 6, 2013, with over 93 percent of the unaffiliated
holders of the Issuers' 14 percent Senior Secured Notes due 2013
and 100 percent of the holders of the Cash Pay Secured Notes due
2013.  The Amendments extend the forbearance period from June 7,
2013, to July 1, 2013, unless certain events are triggered before
that date.

Copies of the Forbearance Agreements are available for free at:

                         http://is.gd/Bl1tMO
                         http://is.gd/Xf5qcI

                    About FriendFinder Networks

FriendFinder Networks (formerly Penthouse Media Group) owns and
operates a variety of social networking Web sites, including
FriendFinder.com, AdultFriendFinder.com, Amigos.com, and
AsiaFriendFinder.com.  All total, its Web sites are offered in 12
languages to users in some 170 countries.  The company also
publishes the venerable adult magazine PENTHOUSE, and produces
adult video content and related images.  The Company is based in
Boca Raton, Florida.

FriendFinder Networks reported a net loss of $49.44 million
in 2012, a net loss of $31.14 million in 2011, and a net loss of
$43.15 million in 2010.  The Company's balance sheet at March 31,
2013, showed $461.21 million in total assets, $647.78 million in
total liabilities and a $186.56 million total stockholders'
deficiency.

                           *     *     *

In the Nov. 14, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered its rating on FriendFinder Networks Inc.
to 'CC' from 'CCC'.

"The downgrade follows FriendFinder's announcement that it had
reached a forbearance agreement with 85% of the lenders in its
senior secured notes and 100% of the lenders in its second lien
cash pay notes that defers the excess cash flow payments through
Feb. 4, 2013," said Standard & Poor's credit analyst Daniel
Haines.  "The company has decided to preserve liquidity as it
attempts to refinance its debt.  We are withdrawing our ratings at
the company's request."


FTLL ROBOVAULT: Case Converted Into Chapter 7 Proceeding
--------------------------------------------------------
Judge John Olson has ordered for the conversion of FTLL Robovault,
LLC's Chapter 11 case into a proceeding under Chapter 7.  The U.S.
Trustee is directed to appoint a Chapter 7 trustee.

Zana M. Scarlet, Esq., serves as trial attorney for the U.S.
Trustee.

                      About FTLL RoboVault

Based in Fort Lauderdale, Florida, FTLL RoboVault LLC, aka Robo
Vault, filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
12-33090) on Sept. 27, 2012.  Developer Marvin Chaney signed
Chapter 11 petitions for Robo Vault and affiliate Off Broward
Storage.  The companies own modern storage warehouses in Fort
Lauderdale.  The Debtor disclosed $15,289,150 in assets and
$23,934,952 in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 21 notified the U.S. Bankruptcy Court
for the Southern District of Florida that until further notice, it
will not appoint a committee of creditors pursuant to Section 1102
of the Bankruptcy Code.

Bankruptcy Judge Raymond B. Ray initially presided over the case.
On Nov. 19, the case was transferred to Judge John K. Olson.

Lawrence B. Wrenn, Esq., served as the Debtor's counsel.  In
November, Donald F. Walton, the U.S. Trustee for Region 21, sought
and obtained approval from the U.S. Bankruptcy Court to appoint
Barry E. Mukamal as Chapter 11 trustee.  Following the Chapter 11
Trustee's appointment, Mr. Wren voluntarily dismissed himself in
the Debtor's bankruptcy case.


GEOMET INC: Receives $62-Mil. From Sale of Alabama Properties
-------------------------------------------------------------
GeoMet, Inc., has closed the previously announced sale of all of
its coal bed methane properties located in the state of Alabama.

The sale resulted in net proceeds of approximately $62 million
after normal and customary purchase price adjustments of $1.2
million to account for net cash flows from the effective date to
the closing date.  Simultaneously with the close of the property
sale, approximately $57 million was used to repay outstanding
borrowings under the Company's Credit Agreement and $5 million was
held in reserve to pay transaction related costs and expenses,
including the liquidation of certain natural gas hedge positions.
After this repayment, borrowings outstanding under the Credit
Agreement totaled $77 million and that amount has been established
as the new borrowing base.  In connection with this repayment the
non-conforming "Tranche B" portion of total outstanding
borrowings, which has existed since August 2012, has been
eliminated and the Company no longer has a borrowing base
deficiency under the Credit Agreement.  The next scheduled
borrowing base determination is expected to occur on or around
December 15th and will be based on the Company's reserves at June
30th.  The Credit Agreement continues to have a termination date
of April 1, 2014.

Lantana Oil & Gas Partners, a Houston based divestiture firm,
represented GeoMet in this transaction.

                         About Geomet Inc.

Houston, Texas-based GeoMet, Inc., is an independent energy
company primarily engaged in the exploration for and development
and production of natural gas from coal seams (coalbed methane)
and non-conventional shallow gas.  Its principal operations and
producing properties are located in the Cahaba and Black Warrior
Basins in Alabama and the central Appalachian Basin in Virginia
and West Virginia.  It also owns additional coalbed methane and
oil and gas development rights, principally in Alabama, Virginia,
West Virginia, and British Columbia.  As of March 31, 2012, it
owns a total of 192,000 net acres of coalbed methane and oil and
gas development rights.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $149.95 million on $39.38 million of total revenues, as
compared with net income of $2.81 million on $35.61 million of
total revenues in 2011.  The Company's balance sheet at March 31,
2013, showed $87.85 million in total assets, $166.07 million in
total liabilities, $36.34 million in series A convertible
redeemable preferred stock and a $114.55 million total
stockholders' deficit.

                           Going Concern

"Our audited financial statements for the fiscal year ended
December 31, 2012 were prepared on a going concern basis in
accordance with United States generally accepted accounting
principles.  The going concern basis of presentation assumes that
we will continue in operation for the next twelve months and will
be able to realize our assets and discharge our liabilities and
commitments in the normal course of business and do not include
any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and
classification of liabilities that may result from our inability
to continue as a going concern.  Our credit facility matures on
April 1, 2014.  As a result, all borrowings under our credit
facility will be classified as current on April 2, 2013.  Our
operating and capital plans for the next twelve months call for
dedication of substantially all of our excess cash flow to the
repayment of indebtedness and the possible sale of assets to
reduce indebtedness, with the goal of eliminating our borrowing
base deficiency, and refinancing our credit facility.  Therefore,
we concluded that due to the uncertainties surrounding our ability
to sell assets at acceptable prices, to reduce our indebtedness to
an amount less than the borrowing base and to refinance our credit
facility before its maturity date, substantial doubt exists as to
our ability to continue as a going concern.  If we were unable to
continue as a going concern, the values we receive for our assets
on liquidation or dissolution could be significantly lower than
the values reflected in our financial statements."


GILBERT AUTO: Court Dismisses 3 Chapter 11 Cases
------------------------------------------------
Andy Porter, writing for Union-Bulletin, reports that the U.S.
Bankruptcy Judge Frank L. Kurtz has dismissed three Chapter 11
bankruptcy proceedings involving Mark W. Gilbert's auto
dealerships in Pendleton, Walla Walla and Moscow, Idaho.  A
Chapter 11 filing for a Gilbert dealership in Moses Lake, Wash.,
remains active.

The report notes Mr. Gilbert and his companies are currently being
sued by numerous creditors, the city of College Place and the
state Attorney General's Office.

The report relates the Chapter 11 filing for the Gilbert Chevrolet
dealership in Pendleton was dismissed on May 28 and the Chapter 11
filing for the Walla Walla dealership was dismissed June 13. The
final order to dismiss the Chapter 11 filing for the Moscow,
Idaho, dealership was filed June 18.

According to the report, Acting United States Trustee Gail Geiger
sought dismissal of the cases.  Among the reasons cited by the
U.S. Trustee were Mr. Gilbert not filing schedules and statements
of financial affairs required by the court and that "the debtor
has nothing to reorganize and the ongoing costs and interests
diminish the estate on a daily basis."

The Troubled Company Reporter published Gilbert Auto Ford's case
summary in its March 15, 2013 edition.  Gilbert Auto Ford, LLC,
based in Walla Walla, Washington, filed for Chapter 11 (Bankr.
E.D. Wash. Case No. 13-01010) on March 11, 2013.  Judge Frank L.
Kurtz is assigned to the case.  Barry W. Davidson, Esq., at
Davidson Backman Medeiros, represents the Debtor.  Gilbert Ford
estimated $1 million to $10 million in both assets and debts.  A
list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/waeb13-01010.pdf The petition was signed
by Mark W. Gilbert, managing member.


GLOBAL BUSINESS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Global Business School, Inc.
          dba Global Business Institute
        1931 Mott Avenue
        Far Rockaway, NY 11691

Bankruptcy Case No.: 13-12009

Chapter 11 Petition Date: June 17, 2013

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: James M. Peck

Debtor's Counsel: Robert R. Leinwand, Esq.
                  ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK,
                  P.C.
                  875 Third Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 603-6300
                  E-mail: rrl@robinsonbrog.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Michael J. Hatten, president.


GMX RESOURCES: Directors Tom Casso and Ken Kenworthy Quit
---------------------------------------------------------
Thomas G. Casso and Ken L. Kenworthy, Sr., notified GMX Resources
Inc. of their resignations from the Company's Board of Directors
by separate resignation letters, effective as of June 17, 2013,
and June 18, 2013, respectively.

The week before, T. J. Boismier and Michael G. Cook notified GMX
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.


GYMBOREE CORP: Bank Debt Trades at 3% Off
-----------------------------------------
Participations in a syndicated loan under which Gymboree Corp. is
a borrower traded in the secondary market at 96.67 cents-on-the-
dollar during the week ended Friday, June 21, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a drop of 0.25 of
percentage points from the previous week.  The bank loan matures
on Feb. 23, 2018.  The Company pays 350 basis points above LIBOR
to borrow under the facility.  The bank debt is rated by Moody's
B2 and Standard & Poor's B- rating.  The loan is one of the
biggest gainers and losers among 254 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

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


HOFFMASTER GROUP: Weak Performance Cues Moody's to Cut CFR to B3
----------------------------------------------------------------
Moody's Investors Service lowered Hoffmaster Group Inc.'s
Corporate Family Rating to B3 and the Probability of Default
Rating to B3-PD. Moody's also downgraded the company's first lien
credit facility to B2 and the second lien term loan to Caa2. The
rating outlook was changed to stable from negative.

The following ratings were downgraded:

  Corporate Family Rating to B3 from B2

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

  $35 million senior secured first lien revolving credit facility
  to B2 (LGD3, 39%) from B1 (LGD4, 40%)

  $250 million senior secured first lien term loan to B2 (LGD3,
  39%) from B1 (LGD4, 40%)

  $85 million senior secured second lien term loan to Caa2 (LGD5,
  89%) from Caa1 (LGD6, 90%)

Ratings Rationale:

"Hoffmaster has not been able to reduce financial leverage as we
originally expected largely due to weak operating performance,"
explained Moody's lead analyst John Zhao. "The downgrade reflects
Moody's expectation that financial leverage will remain at or
above 6.0x despite modest earnings recovery over the next 12 to 18
months." In addition, Moody's believes that covenant headroom will
remain tight into 2014 should operating performance not improve.

Hoffmaster's B3 CFR reflects the company's small scale, narrow
product focus and earning reliance on discretionary consumer
spending given its exposure to away-from-home dining and party
suppliers. The rating is further constrained by the company's
growth strategy through bolt-on acquisitions which has resulted in
a higher debt load without meaningful incremental earnings for the
entire company. Positive rating consideration is given to
Hoffmaster's strong market presence in the foodservice channel,
diversified customer base in consumer retail, and positive free
cash flow.

The stable outlook reflects Moody's view that earnings will
improve modestly as a result of cost cutting and the
implementation of key initiatives targeting efficiencies. However,
earnings improvement could be tempered by continuous uncertainty
in recovery of consumer discretionary spending. Further, the
outlook anticipates adequate liquidity over the next 12 to 18
months.

Hoffmaster's ratings could be upgraded if the company demonstrates
sustained organic revenue and profitability growth such that debt-
to-EBITDA is expected to be sustained at about 5 times.

Hoffmaster's ratings could be downgraded if debt-to-EBITDA
approaches 7 times, interest coverage (EBIT/interest expense)
falls below 1 times or liquidity deteriorates.

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.

Headquartered in Oshkosh, Wisconsin, Hoffmaster is a leading niche
manufacturer and supplier of decorative disposable tableware
products sold equally through foodservice and retail channels. The
company's primary products include paper napkins, placemats,
tablecovers, plates, cups, bowls and guest towels as well as
sourced items such as cutlery and accessory items sold under the
Hoffmaster, Touch of Color, Party Creations, Sensations, Paper Art
and FashnPoint brand names. Sales during the twelve months ended
March 31, 2013 were approximately $362 million.


HEALTHWAREHOUSE.COM INC: Appoints Ned Siegel as Director
--------------------------------------------------------
The Board of Directors of HealthWarehouse.com, elected Ned L.
Siegel a director of the Company to fill a vacancy on the Board.
Mr. Siegel will stand for election at the Company's 2013 Annual
Meeting of stockholders.

Mr. Siegel served as the U.S. Ambassador to the Commonwealth of
The Bahamas from 2007 to 2009 and is currently the Chairman of The
Siegel Group, Inc., a real estate development, investment and
consulting firm active in all aspects of residential development,
commercial development, and realty management.

On June 19, 2013, the Board granted Mr. Siegel an option to
purchase 100,000 shares of the Company's common stock, $.001 par
value per share, at an exercise price per share equal to $1.45,
and those options vest 33.33 percent on each of the first three
anniversaries of the date of the grant.  Under the terms of the
stock option agreement, any unvested portion of the options
terminate and are null and void upon the termination of Mr.
Siegel's service with the Company.  The options have a term of 10
years and any vested and unexercised options terminate three
months after the termination of Mr. Siegel's service with the
Company for a reason other than cause and immediately upon Mr.
Siegel's termination of service for cause and 12 months after
termination of Mr. Siegel's service by reason of disability or
death.  Mr. Siegel was not selected as a director pursuant to any
agreement or understanding with any other person.

The Board determined that Mr. Siegel is an independent director.

                    About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky,
is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare
e-commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.

In the auditors' report accompanying the consolidated financial
statement for the year ended Dec. 31, 2011, Marcum LLP, in New
York, expressed substantial doubt about HealthWarehouse.com's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations.

The Company reported a net loss of $5.71 million in 2011, compared
with a net loss of $3.69 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $1.69 million in total assets,
$8.52 million in total liabilities and a $6.83 million total
stockholders' deficiency.


HEALTHWAREHOUSE.COM INC: L. Dhadphale Equity Stake Down to 16%
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Lalit Dhadphale disclosed that, as of
March 18, 2013, he beneficially owned 4,163,290 shares of
common stock of Healthwarehouse.com, Inc., representing 16 percent
of the shares outstanding.  Mr. Dhadphale previously reported
beneficial ownership of 4,380,053 common shares or 25.4 percent
equity stake as of Feb. 1, 2013.  A copy of the regulatory filing
is available for free at http://is.gd/LfBTqn

                    About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky,
is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare
e-commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.

In the auditors' report accompanying the consolidated financial
statement for the year ended Dec. 31, 2011, Marcum LLP, in New
York, expressed substantial doubt about HealthWarehouse.com's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations.

The Company reported a net loss of $5.71 million in 2011, compared
with a net loss of $3.69 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $1.69 million in total assets,
$8.52 million in total liabilities and a $6.83 million total
stockholders' deficiency.


HEALTHWAREHOUSE.COM INC: Cape Bear Holds 4.9% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Cape Bear Partners LLC disclosed that, as of
April 10, 2013, it beneficially owned 1,224,579 shares of common
stock of HealthWarehouse.com, Inc., representing 4.9 percent of
the shares outstanding.  Cape Bear previously reported beneficial
ownership of 1,222,468 common shares or a 10.4 percent equity
stake as of June 28, 2012.  A copy of the regulatory filing is
available for free at http://is.gd/kbdvyv

                      About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky,
is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare
e-commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.

In the auditors' report accompanying the consolidated financial
statement for the year ended Dec. 31, 2011, Marcum LLP, in New
York, expressed substantial doubt about HealthWarehouse.com's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations.

The Company reported a net loss of $5.71 million in 2011, compared
with a net loss of $3.69 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $1.69 million in total assets,
$8.52 million in total liabilities and a $6.83 million total
stockholders' deficiency.


HERCULES OFFSHORE: Fleet Status Report as of June 20
----------------------------------------------------
Hercules Offshore, Inc., posted on its Web site at
www.herculesoffshore.com a report entitled "Hercules Offshore
Fleet Status Report".  The Fleet Status Report includes the
Hercules Offshore Rig Fleet Status (as of June 20, 2013), which
contains information for each of the Company's drilling rigs,
including contract dayrate and duration.  The Fleet Status Report
also includes the Hercules Offshore Liftboat Fleet Status Report,
which contains information by liftboat class for May 2013,
including revenue per day and operating days.  The Fleet Status
Report is available for free at http://is.gd/5WPakw

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

Hercules incurred a net loss of $127 million in 2012, a net loss
of $76.12 million in 2011, and a net loss of $134.59 million in
2010.  The Company's balance sheet at March 31, 2013, showed $2
billion in total assets, $1.08 billion in total liabilities and
$919.58 million in stockholders' equity.

                           *     *     *

The Troubled Company Reporter said on April 11, 2013, that
Moody's Investors Service upgraded Hercules Offshore, Inc.'s
Corporate Family Rating to B2 from B3.  Hercules' B2 CFR is
supported by its improved cash flow and lower leverage on the back
of increased drilling activity and higher day-rates in the Gulf of
Mexico (GOM)

As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Houston-based
Hercules Offshore Inc. to 'B' from 'B-'.  "The upgrade reflects
the improving market conditions in the Gulf of Mexico and our
expectations that Hercules' fleet will continue to benefit," said
Standard & Poor's credit analyst Stephen Scovotti.


HONDO MINERALS: Incurs $3.3-Mil. Net Loss in Q3 Ended April 30
--------------------------------------------------------------
Hondo Minerals Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $3.3 million on $nil revenue for the
three months ended April 30, 2013, compared with a net loss of
$556,316 on $nil revenue for the three months ended April 30,
2012.

The Company reported a net loss of $10.3 million on $nil revenue
for the nine months ended April 30, 2013, compared with a net loss
of $2.4 million on $nil revenue for the nine months ended
April 30, 2012.

The Company's balance sheet at April 30, 2013, showed
$12.8 million in total assets, $8.7 million in total liabilities,
and stockholders' equity of $4.1 million.

"The Company has limited cash and, as yet, has not generated any
revenues, raising substantial doubt about the Company's ability to
continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/8rmqQ0

Addison, Texas-based Hondo Minerals Corporation is engaged in the
acquisition of mines, mining claims and mining real estate in the
United States with mineral reserves consisting of precious metals
or non-ferrous metals.  Since early 2010, HMI has been building
and developing a plant designed to process precious and base
metals in the Tennessee and Schuylkill Mines in the Wallapai
Mining District near Chloride, Mohave County, Arizona.  The
Company's main focus is the processing of the tailings pile at the
mouth of the Tennessee Mine which includes approximately a one
million ton tailings pile containing various amounts of lead,
zinc, gold, silver, and other concentrations of metal and is
adjacent to the Schuylkill Mine.  Hondo also owns various mining
claims in Colorado and Utah but none are operational as of
April 30, 2013.

In mid-July 2012, the Company began processing tailings; however,
the Company has yet to realize any revenues from those operations.


HORIZON LINES: Seeking OK to Hike Authorized Shares to 150-Mil.
---------------------------------------------------------------
Horizon Lines, Inc., filed, on June 21, 2013, a Certificate of
Amendment to the Company's Restated Certificate of Incorporation
with the Secretary of State of the State of Delaware.  The
Certificate of Amendment became effective upon filing.

The Company included a proposal in the Company's definitive Proxy
Statement dated April 17, 2013, seeking stockholder approval to
amend the Company's Restated Certificate of Incorporation to
increase the number of authorized shares of common stock of the
Company from 100,000,000 shares to 150,000,000 shares.  The
Company's proposal was approved by the stockholders at the
Company's 2013 Annual Meeting of Stockholders held on June 6,
2013.

                        About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

For the year ended Dec. 23, 2012, the Company incurred a net loss
of $94.69 million, as compared with a net loss of $229.41 million
the year ended Dec. 25, 2011.  The Company's balance sheet at
March 24, 2013, showed $654.68 million in total assets, $690.23
million in total liabilities and a $35.55 million total
stockholders' deficiency.

                            Refinancing

The Company was not in compliance with the maximum senior secured
leverage ratio and the minimum interest coverage ratio under its
Senior Credit Facility at the close of its third fiscal quarter
ended Sept. 25, 2011.  Non-compliance with these financial
covenants constituted an event of default, which could have
resulted in acceleration of the maturity.  None of the
indebtedness under the Senior Credit Facility or Notes was
accelerated prior to the completion of a comprehensive refinancing
on Oct. 5, 2011.

The Senior Credit Facility and 99.3% of the 4.25% Convertible
Senior Notes were repaid as part of the refinancing.  In addition,
as a result of the completion of the refinancing, the short-term
obligations under the Senior Credit Facility, the Notes and the
Bridge Loan have been classified as long-term debt.

As a result of the efforts to refinance the Company's debt and the
2011 amendments to the Senior Credit Facility, the Company paid
$17.3 million in financing costs and recorded a loss on
modification of debt of $0.6 million during 2011.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


HOSPIRA INC: Cash Constraints Cue Moody's to Lower Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service lowered Hospira, Inc.'s long-term debt
rating to Ba1 from Baa3. At the same time, Moody's assigned a Ba1
Corporate Family Rating and Ba1-PD Probability of Default Rating.
The rating outlook is negative. Moody's also assigned a
speculative grade liquidity rating of SGL-3. This concludes
Moody's rating review that was initiated on May 22, 2013.

Rating downgraded:

Hospira, Inc.

  Senior unsecured notes to Ba1 (LGD4 , 53%) from Baa3

Ratings assigned:

Hospira, Inc.

  Corp. Family Rating of Ba1

  Probability Default Rating of Ba1-PD

  Speculative Grade Liquidity Rating of SGL-3

Ratings Rationale:

"Uncertainty associated with ongoing regulatory matters and cash
flow constraints are key factors supporting our downgrade of
Hospira's debt rating," said Diana Lee, a Moody's Senior Credit
Officer.

Hospira's Ba1 rating reflects uncertainty associated with
regulatory matters and the risk that cash flow will be below
targeted levels over a protracted period. During 2013, the
company's free cash flow will be negative because of ongoing
remediation efforts and the decision to simplify its medical
device product line, which will involve swapping out medication
infusion pumps. Adding to cash flow constraints, Hospira's brand
name anesthesia drug, Precedex, faces potential generic
competition in early 2014. Regulatory risk continues to rise as
the FDA has issued four warning letters to various Hospira
manufacturing and development sites. The rating also incorporates
a moderately sized revenue base and a longstanding and solid
presence in generic injectable pharmaceuticals. Hospira has been
among the first to successfully launch biosimilar products in
Europe (including Retacrit and Nivestim) and is in Phase III
clinical trials for a biosimilar version of Epogen in the US.

The negative outlook reflects the potential for additional
regulatory matters or higher than expected device replacement or
remediation costs to affect Hospira's already constrained cash
flow and liquidity. If the company faces additional material
regulatory constraints, such as a corporate warning letter or
restrictions on key new product approvals, the ratings could be
downgraded. Further, if Moody's believes that cash flow will
become more negative or liquidity will tighten further, the
ratings could be downgraded. Credit metrics that could support a
downgrade include debt/EBITDA sustained above 3.5 times or
FCF/debt well below 10%. If Moody's believes that cash flow from
operations will approach $600 million and can be sustained, and
regulatory matters are substantially resolved, the ratings could
be upgraded. Credit metrics that could support an upgrade include
debt/EBITDA sustained below 2.5 times and FCF/debt sustained at or
above 15%.

The SGL-3 reflects Moody's belief that Hospira's liquidity will be
adequate over the next 12 months. In addition to negative free
cash flow in 2013, the company has a $400 million debt maturity in
June 2014. Balance sheet cash -- a portion of which is held
overseas -- will help fund cash needs. With the recent amendment
to its bank facility -- providing additional cushion under
financial covenants and allowing for carve-outs of certain items
-- the company should have access to a portion of its $1 billion
revolver, which was unused as of March 31, 2013.

The principal methodology used in this rating was the Global
Medical Product and Device Industry 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.

Hospira, Inc., headquartered in Lake Forest, Illinois, is a
leading manufacturer of hospital products, including specialty
injectable pharmaceuticals and medication delivery systems. During
the twelve months ended March 31, 2013, Hospira generated revenues
of around $4 billion.


HOWREY LLP: Settles Unfinished Business Claims With 3 Firms
-----------------------------------------------------------
Jacqueline Palank writing for Dow Jones' DBR Small Cap reports
that Howrey LLP has settled unfinished business claims with three
law firms that hired its former partners, part of an ongoing quest
to boost creditors' recoveries in the defunct law firm's
liquidation.

                         About Howrey LLP

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

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

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

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

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

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


I-35 SAND: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: I-35 Sand Pit, Inc.
        4531 S. Interstate 35 W
        Alvarado, TX 76009-6398

Bankruptcy Case No.: 13-42806

Chapter 11 Petition Date: June 17, 2013

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/txnb13-42806.pdf

The petition was signed by Finis Shipman, Jr., president.



INOVA TECHNOLOGY: Awaits New Certificates From DTC
--------------------------------------------------
Inova Technology, Inc., is now waiting for the Depository Trust
Company to replace the old certificates with new certificates that
match the Company's new CUSIP.

Inova Technology's stock split has been approved by the Board, the
State of Nevada, counsel, the Transfer Agent, the SEC and FINRA.
DTC has not provided a firm completion date but did indicate that
this process usually takes several days.  The Company will provide
an update to investors when DTC completes the process.

The Company will resume providing investor updates through press
releases when the stock resumes trading.

                     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.


INSPIRATION BIOPHARMA: Court Okays Cash Collateral Stipulation
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
approved (i) a stipulation authorizing Inspiration
Biopharmaceuticals, Inc.'s use of cash collateral and (ii) the
so-called Waterfall Distributions.

On Dec. 19, 2012, the Court entered a final order (i) authorizing
the Debtor to obtain postpetition senior secured super-priority
financing; and (ii) granting adequate protection to certain
prepetition secured parties.

Ipsen is owed $203 million on account of the prepetition
obligations.

The stipulation entered among the Debtor, the Official Committee
of Unsecured Creditors and Ipsen Pharma, S.A.S., provides that,
among other things:

   1. if the sales proceeds are not sufficient to satisfy
      all distribution owed pursuant to priorities 1, 2, and 3 of
      the waterfall, Ipsen has agreed to defer amount to which it
      is entitled to receive pursuant to priority 3 of the
      Waterfall in order to allow the Debtor's estate to receive a
      $2,750,000 payment to be made to it pursuant to Priority 3
      of the Waterfall;

   2. the Waterfall provides that all fees and expenses Ipsen
      incurred are reimbursable to Ipsen as Priority 2
      distributions;

   3. Ipsen asserts that it has incurred $5,201,474, in
      professional fees through March 20, 2013;

   4. Ipsen has consented to the Debtor's use of the cash
      collateral, subject to the terms and conditions; and that
      estate distribution and amounts paid to the Debtor's estate
      in Priority 6 do not constitute cash collateral.

A copy of the terms of the stipulation is available for free at
http://bankrupt.com/misc/INSPIRATIONBIOPHARMA_CC_order.pdf

               About Inspiration Biopharmaceuticals

Inspiration Biopharmaceuticals Inc. develops recombinant blood
coagulation factor products for the treatment of hemophilia.
Inspiration, based in Cambridge, Massachusetts, has two products
in what the company calls "advanced clinical development."  Two
other products are in "pre-clinical development."  None of the
products can be marketed as yet.

Inspiration filed for voluntary Chapter 11 reorganization (Bankr.
D. Mass. Case No. 12-18687) on Oct. 30, 2012, in Boston.
Bankruptcy Judge William C. Hillman oversees the case.  Mark
Weinstein and Michael Nolan, at FTI Consulting, Inc., serve as the
Debtor's Chief Restructuring Officers.  The Debtor is represented
by Harold B. Murphy, Esq., at Murphy & King.

The petition shows assets and debt both exceed $100 million.
Assets include patents, trademarks and the products in
development.  Liabilities include $195 million owing to Ipsen
Pharma SAS, which is also a 15.5% shareholder.  Ipsen --
http://www.ipsen.com/-- is also owed $19.4 million in unsecured
debt.  There is another $12 million in unsecured claims.  Ipsen is
pledged to provide $18.3 million in financing.  The Debtor
disclosed $20,383,300 in assets and $241,049,859 in liabilities.

Ipsen is represented in the case by J. Eric Ivester, Esq., at
Skadden Arps.

The Official Committee of Unsecured Creditors tapped Jeffrey D.
Sternklar and Duane Morris LLP as its counsel, and The Hawthorne
Consulting Group, LLC as its financial advisor.


INTELLICELL BIOSCIENCES: Issues 9.8MM Add'l Shares to Hanover
-------------------------------------------------------------
Intellicell Biosciences, Inc., on June 17, 2013, issued and
delivered to Hanover Holdings I, LLC, 5,550,000 additional
settlement shares, and on June 19, 2013, another 4,300,000
additional settlement Shares, in each case pursuant to the terms
of the Settlement Agreement approved by the Court.

The Supreme Court of the State of New York, County of New York, on
May 21, 2013, entered an order approving, among other things, the
settlement between Intellicell Biosciences, Inc., and Hanover
Holdings I, LLC, in the matter entitled Hanover Holdings I, LLC v.
Intellicell Biosciences, Inc., Case No. 651709/2013.  Hanover
commenced the Action against the Company on May 10, 2013, to
recover an aggregate of $706,765 of past-due accounts payable of
the Company, plus fees and costs.  The Order provides for the full
and final settlement of the Claim and the Action.  The Settlement
Agreement became effective and binding upon the Company and
Hanover upon execution of the Order by the Court on May 21, 2013.

On May 23, 2013, the Company issued and delivered to Hanover
8,500,000 shares of the Company's common stock, $0.001 par value,
pursuant to the terms of the Settlement Agreement approved by the
Order.

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

                       http://is.gd/RJ5yqf

                  About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

The Company has incurred losses since inception resulting in an
accumulated deficit of $43,079,590 and a working capital deficit
of $3,811,024 as of March 31, 2012, respectively.  However, if the
non-cash expense related to the Company's change in fair value of
derivative liability and stock based compensation is excluded then
the accumulated deficit amounted to $4,121,538.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed
$4.15 million in total assets, $7.31 million in total liabilities
and a $3.16 million total stockholders' deficit.


JAD DEVELOPMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: JAD Development, a Pennsylvania partnership
        681 Knight Road
        Harrisburg, PA 17111

Bankruptcy Case No.: 13-03159

Chapter 11 Petition Date: June 17, 2013

Court: U.S. Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Deborah A. Hughes, Esq.
                  P.O. Box 961
                  Harrisburg, PA 17108
                  Tel: (717) 651-1772
                  Fax: (717) 651-1778
                  E-mail: dhughes@ssbc-law.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Mark D. Chrysler, partner.


JEFFERSON COUNTY: Appeals Court Gives Jan. 15 Deadline for Plan
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jefferson County, Alabama, has a Jan. 15 deadline for
wrapping up what for now at least is the largest Chapter 9
municipal bankruptcy on record.

According to the report, sewer bondholders appealed directly to
the U.S. Court of Appeals in Atlanta from a ruling in January 2012
by the bankruptcy judge.  The opinion last year concluded that the
bankruptcy filing automatically divested a receiver from control
of the sewer system and its revenue.  In the past month, the
county reached settlement with holders of 78 percent of the $3.1
billion in sewer debt at the core of the county's financial
problems.  The settlement is designed to lay the foundation for a
Chapter 9 municipal bankruptcy plan enabling the county to emerge
by the year's end.

The report notes that at the parties' request, the Eleventh
Circuit appeals court in Atlanta postponed the appeal from last
year's bankruptcy court ruling, based on the assumption that
confirmation and implementation of a plan will make the appeal
unnecessary by resolving the underlying disputes.  The appeals
court rescheduled the appeal for argument on Jan. 15.  If the plan
hasn't been put into effect, the court said argument will go ahead
at 2 p.m. that afternoon.  The settlement calls for JPMorgan Chase
& Co., the owner of $1.22 billion in bonds, to make the largest
concessions so other bondholders will recover more.  The
bondholders will be paid $1.84 billion through a refinancing,
according to a term sheet.

The report discloses that the county previously said it would file
a plan by the end of June, with or without agreement.

The appeal is Assured Guaranty Municipal Corp. v. Jefferson
County, Alabama, 12-13654, U.S. Court of Appeals for the Eleventh
Circuit.

                      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.


JEWISH COMMUNITY CENTER: Files Plan; Unsecureds to Get 6.25%
------------------------------------------------------------
Jewish Community Center of Greater Monmouth County submitted a
Joint Chapter 11 Plan of Reorganization and Disclosure Statement
to the U.S. Bankruptcy Court for the District of New Jersey on
May 29, 2013.

The Plan provides that the Reorganized Debtor will operate the
facilities to primarily run the performing arts programming,
summer camps and the senior, adult and Jewish programming.  In
addition, the Reorganized Debtor will idenity and enter into
strategic ventures during 2013 and 2014 with one or more operators
to manage modified uses of the health and physical education
facilities.  The Plan would include allowing Deal Sephardic
Network ("DSN") to operate its youth programming at the facility.

Through the Plan, the Debtor is rejecting all rights to, interests
in and contracts relating to membership in and acess to the
Debtors' educational and recreational services and facilities.

The Plan also provides for a possible sale of the Debtor's assets.

The Plan classifies and designates claims and interests in various
classes.  Creditors of Classes 1 and 2 Secured Claims (Save the
JCC -- $6.7 million and Donald Epstein -- $254,444) will retain
their prepetition lien on the Debtor's assets, and these claims
are expected to be paid in full.  Class 3 Priority Wage Claims and
Class 4 Priority Employee Benefit Plan Claims are also expected to
be paid in full.  Class 5 General Unsecured Claims, estimated to
total $1.6 million, will be paid from a pool that is being
established for this class of $100,000.  Class 5 Allowed Claims
will each receive a pro-rata portion of the pool based on the
Gross Amount of all Allowed Claims in the Class.

Attorneys for the Debtor is:

          BROEGE, NEUMANN, FISCHER & SHAVER, LLC
          Timothy P. Neumann, Esq.
          25 Abe Voorhees Drive
          Manasquan, New Jersey 08736
          Tel No.: (732) 223-8484
          Email: tneumann@bnfsbankruptcv.com

Attorneys for Trustee Catherine E. Youngman is

          FORMAN HOLT ELIADES & YOUNGMAN LLC
          Michael E. Holt, Esq.
          80 Route 4  East, Suite 290
          Paramus, New Jersey 07652
          Tel No.: (201)845-1000
          Email: mholt@formanlaw.com

Attorneys for Save the Monmouth JCC, LLC is

          DRINKER BIDDLE & REATH LLP
          Frank F. Velocci, Esq.
          500 Campus Drive
          Florham Park, New Jersey 07932
          Tel No.: (973) 549-7000
          Email: frank.velocci@dbr.com

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/JEWISHCOMMUNITY_DSMay29.PDF

                  About Jewish Community Center

Headquartered in Deal Park, New Jersey, Jewish Community Center of
Greater Monmouth County, A Not-For-Profit Corporation --
http://jccmonmouth.org/-- offers services, programs, events,
activities, and facilities to Jewish families and individuals in
Monmouth County.

Jewish Community Center filed for Chapter 11 bankruptcy (Bankr. D.
N.J. Case No. 11-44738) on Dec. 5, 2011.  Judge Michael B. Kaplan
presides over the case.  Timothy P. Neumann, Esq., at Broege,
Neumann, Fischer & Shaver, serves as the Debtor's bankruptcy
counsel.  In its petition, the Debtor estimated assets of
$10 million to $50 million and debts of $1 million to $10 million.

On Aug. 9, 2012, the U.S. Trustee appointed Catherine E. Youngman,
Esq., as trustee of the Debtor's bankruptcy estate.


KIT DIGITAL: Equity Committee Finds Two Other Buyers
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Kit Digital Inc. official stockholders' committee
says it found "at least two qualified bidders" with proposals more
attractive than the reorganization plan where a group of
shareholders including the company's chief executive officer will
buy the software developer for digital video management.

According to the report, the committee prevailed on the bankruptcy
judge in Manhattan to call a June 26 hearing where shareholders
want the judge to force the company to provide competing bidders
with confidential financial information.  The equity committee
said it found four possible buyers.  Two didn't proceed because,
in the committee's words, there wasn't a "level playing field"
since the company wouldn't provide "even access to current
financial data."  Two other prospective buyers "remain undaunted,"
the committee says.

The report notes that the bankruptcy court scheduled an Aug. 15
confirmation hearing for approval of the Chapter 11 plan sponsored
by current shareholders.  Three existing shareholders are offering
to pay $25 million for 89.3 percent of the stock.  They are
Prescott Group Capital Management, JEC Capital Partners and
Stichting Bewaarder Ratio Capital Partners.  Disclosure materials
say the plan might pay unsecured creditors in full on their claims
ranging between $11.5 million and $14.9 million in the aggregate.

The creditors' committee said the plan might end up paying only 40
percent.  The creditors left open the possibility of objecting to
the plan for violation of the so-called absolute priority rule
because shareholders could retain ownership without a guarantee of
full payment to creditors.

                         About KIT digital

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

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

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

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


LEHMAN BROTHERS: European Creditors to Get Further $5.5B Payout
---------------------------------------------------------------
Reuters reported that more than 1,000 creditors of the European
operations of failed U.S. investment bank Lehman Brothers will
share a 3.5 billion pound ($5.5 billion) payout next week, its
administrators said.

According to the report, the payout means the recovery so far for
creditors from one of the banking collapses at the heart of the
2008 financial crisis is 68.5 cents in the dollar.

PricewaterhouseCoopers, joint administrators for Lehman Brothers
International (Europe), said a dividend of 43.3 percent of what
creditors were owed -- the second so far -- would be paid on June
28, the report added.

The administrators for what is the biggest bankruptcy in history
said in their last progress report in April that unsecured
creditors could be paid in full and there could be surplus funds,
the report related.

Tony Lomas, lead administrator of LBIE and partner at PwC, said
the latest payout followed resolution of a number of multi-billion
pound disputes with affiliates and a reduction in creditor claims
reserves through settlements with major trading counterparties,
the report further related.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LENNAR CORPORATION: Fitch Affirms 'BB+' Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has affirmed its ratings for Lennar Corporation
(NYSE: LEN), including the company's Issuer Default Rating (IDR)
at 'BB+'. The Rating Outlook is Stable.

Key Rating Drivers

The ratings and Outlook for Lennar reflect the company's strong
liquidity position and improved prospects for the housing sector
this year and in 2014. The ratings also reflect Lennar's
successful execution of its business model over many cycles,
geographic and product line diversity, and much lessened joint
venture exposure.

There are still some challenges facing the housing market that are
likely to moderate the early stages of this recovery.
Nevertheless, Lennar has the financial flexibility to navigate
through the sometimes challenging market conditions and continue
to invest in land opportunities.

The Industry

Housing metrics all showed improvement so far in 2013. For the
first five months of the year, single-family housing starts
improved 23.6% and existing home sales expanded 11%. New home
sales increased 26.8% during the first four months of the year.
The most recent Freddie Mac 30-year interest rate was 3.93%, 62
bps above the all-time low of 3.31% set the week of Nov. 21, 2012.
The NAHB's latest existing home affordability index was 183.1,
short of the all-time high of 207.3. Fitch's housing estimates for
2013 follow: single-family starts are forecast to grow 18.3% to
633,000 while multifamily starts expand about 19% to 292,000;
single-family new home sales should increase approximately 22% to
448,000 as existing home sales advance 7.5% to 5.01 million.

Average single-family new home prices (as measured by the Census
Bureau), which dropped 1.8% in 2011, increased 8.7% in 2012.
Median home prices expanded 2.4% in 2011 and grew 7.9% in 2012.
Average and median home prices should improve approximately 5.0%
and 4.0%, respectively, in 2013.

Challenges (although somewhat muted) remain, including continued
relatively high levels of delinquencies, potential for short-term
acceleration in foreclosures, and consequent meaningful distressed
sales, and restrictive credit qualification standards.

Financials

Lennar has solid liquidity with unrestricted homebuilding cash of
$1.11 billion as of Feb. 28, 2013. On June 12, 2013 LEN announced
that it increased the amount of financing available under its
unsecured revolving credit facility to $950 million from $525
million and extended the credit facility's maturity to June 2017.
The $950 million includes an approximately $33 million accordion
feature, subject to additional commitments. The credit agreement
also provides that up to $500 million in commitments may be used
for letters of credit. The credit agreement contains financial
covenants, including a minimum consolidated tangible net worth, a
maximum leverage ratio and liquidity requirements. There was no
debt outstanding for the facility as of Feb. 28, 2013. The
company's debt maturities are well-laddered, with about 18% of its
senior notes (as of Feb. 28, 2013) maturing through 2015.

Homebuilding

The company was the third largest homebuilder in 2012 and
primarily focuses on entry-level and first-time move-up
homebuyers. The company builds in 19 states with particular focus
on markets in Florida, Texas and California. Lennar's significant
ranking (within the top five or top 10) in many of its markets,
its largely presale operating strategy, and a return on capital
focus provide the framework to soften the impact on margins from
declining market conditions. Fitch notes that in the past,
acquisitions (in particular, strategic acquisitions) have played a
significant role in Lennar's operating strategy.

Compared to its peers Lennar had above-average exposure to joint
ventures (JVs) during this past housing cycle. Longer-dated land
positions are controlled off balance sheet. The company's equity
interests in its partnerships generally ranged from 10% to 50%.
These JVs have a substantial business purpose and are governed by
Lennar's conservative operating principles. They allow Lennar to
strategically acquire land while mitigating land risks and reduce
the supply of land owned by the company. They help Lennar to match
financing to asset life. JVs facilitate just-in-time inventory
management. Nonetheless, Lennar has been substantially reducing
its number of JVs over the last few years (from 270 at the peak in
2006 to 38 as of Feb. 28, 2013). As a consequence, the company has
very sharply lowered its JV recourse debt exposure from $1.76
billion to $55.8 million ($42.3 million net of joint and several
reimbursement agreements with its partners) as of Feb. 28, 2013.
In the future, management will still be involved with partnerships
and JVs, but there will be fewer of them and they will be larger,
on average, than in the past.

The company did a good job in reducing its inventory exposure
(especially early in the correction) and generating positive
operating cash flow. In 2010, the company started to rebuild its
lot position and increased land and development spending. Lennar
spent about $600 million on new land purchases during 2011 and
expended about $225 million on land development during the year.
This compares to roughly $475 million of combined land and
development spending during 2009 and about $704 million in 2010.
During 2012, Lennar purchased approximately $999 million of new
land and spent roughly $302 million on development expenditures.
Fitch anticipates land and development spending for 2013 will be
sharply higher than in 2012, approaching $2.5 billion. In any
case, Fitch now expects Lennar to be less cash flow negative this
year than was the case in 2012. Fitch is comfortable with this
real estate strategy given the company's cash position, debt
maturity schedule, proven access to the capital markets and
willingness to quickly put the brake on spending as conditions
warrant.

Rialto

During 2010 the company ramped up its investments in Rialto
Investments. More recently it has been harvesting the by-products
of its efforts. This segment provides advisory services, due-
diligence, workout strategies, ongoing asset management services,
and acquires and monetizes distressed loans and securities
portfolios. (Management has considerable expertise in this highly
specialized business.)

In February 2010, the company indirectly acquired 40% managing
member equity interests in two limited liability companies in
partnership with the FDIC, for approximately $243 million (net of
transaction costs and a $22 million working capital reserve).
Lennar had also invested $69 million in a fund formed under the
Federal government's Public-Private Investment Program (PPIP),
which was focused on acquiring securities backed by real estate
loans. During the three months ended Aug. 31, 2012, the AB PPIP
fund started unwinding its operations. During the fourth quarter,
Lennar finalized its last sales of the underlying securities in
the fund and made its final distributions to the partners,
including Lennar. On average the company had $61 million of its
equity invested in the fund and it has brought back all of that
investment as well as profits and fees totaling $112 million.

On Sept. 30, 2010, Rialto completed the acquisitions of
approximately $740 million of distressed real estate assets, in
separate transactions, from three financial institutions. The
company paid $310 million for these assets, of which $124 million
was funded by a five-year senior unsecured note provided by one of
the selling financial institutions. As of Feb. 28, 2013, Rialto
Investments had $270.4 million of debt, of which $90.9 million is
recourse to Lennar. In December 2012, Lennar completed the first
closing of its second real estate fund with initial equity
commitments of approximately $260 million (including $100 million
committed by Lennar).

Rialto provides Lennar with ancillary income as well as a source
of land purchases (either directly or leveraging Rialto's
relationship with owners of distressed assets). Fitch views this
operation as strategically material to the company's operation,
particularly as housing activity remains at relatively low levels.

Rental Activities and Large MPCs

In addition to the homebuilding, financial services and Rialto
operating platforms, Lennar has been incubating a multi-family
rental business strategy (beginning in early 2011) as well as
FivePoint Communities which manages large, complex master planned
communities (MPCs) in the Western U.S. (including the former
Newhall Land and Farming Company).

The multi-family JV activities have a pipeline that exceeds $1
billion, and over 6,500 apartments. At Feb. 28, 2013, Lennar had
approximately $62 million invested in this business and expects
that investment to rise to $100 million by the end of fiscal 2013.
The company's long-term goal is to build a portfolio of income
producing apartment properties across the country.

Rating Sensitivities

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels, free cash flow trends and uses, and the
company's cash position.

Positive rating actions may be considered if the recovery in
housing is maintained and is more robust than Fitch's current
outlook, Lennar shows continuous improvement in credit metrics
(with leverage less than 3x and interest coverage in excess of
5x), and maintains a healthy liquidity position.

Negative rating actions could occur if the recovery in housing
dissipates and Lennar maintains an overly aggressive land and
development spending program. This could lead to consistent and
significant negative quarterly cash flow from operations and
meaningfully diminished liquidity position (below $500 million).

Fitch has affirmed Lennar's ratings as follows:

-- Issuer Default Rating at 'BB+';
-- Senior unsecured debt at 'BB+'.

The Rating Outlook is Stable.


LIBERTY MUTUAL: Fitch Affirms 'BB' Ratings on 3 Note Classes
------------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' debt rating to Liberty Mutual
Group Inc.'s (LMG) new $600 million issuance of 4.25% senior debt
due 2023. Additionally, Fitch has affirmed LMG's Issuer Default
Rating (IDR) at 'BBB' and insurance operating subsidiaries'
(collectively referred to as Liberty Mutual) Insurer Financial
Strength (IFS) ratings at 'A-'. The Rating Outlook for all ratings
is Stable.

Key Rating Drivers

The affirmation of LMG's ratings are based on the company's
established and sustainable positions in its chosen markets,
benefits derived from the company's multiple distribution
channels, adequate capitalization and financial performance.

LMG's new debt issuance ranks equally with LMGI's existing and
future unsecured senior indebtedness. Net proceeds from the
offering are expected to be used to redeem upcoming maturing notes
and for general corporate purposes.

Liberty Mutual's financial leverage as of March 31, 2013 was 28.3%
and on a tangible basis 41.1%. The additional $600 million in debt
will temporarily increase financial leverage, but with
approximately $560 million in debt maturing in the next year the
impact on long term financial leverage is negligible.

The new debt carries a lower coupon rate than maturing debt,
promoting marginal interest coverage improvement. Interest
coveragewas 7.2 times (x) as of March 31, 2013 and five year
average from 2008-2012 was 3.4x.

LMG's consolidated GAAP combined ratio for the three months ended
March 31, 2013 was 98.3% an improvement over the 100.9% reported
at March 31, 2012 and the 104.7% reported for full year 2012. A
main driver of the improvement was reduced catastrophe losses,
offset by a slightly higher expense ratio.

Over the past several years, the unfavorable margin in
underwriting performance between Liberty Mutual and its
property/casualty insurer peers has reduced particularly on an
accident year basis. However, Liberty Mutual's underwriting
results still lag those of higher rated peers.

Fitch believes that LMG's capital position provides an adequate
cushion against the operational and financial risks the company
faces, but capital metrics are weaker than most peers of its size
and scale. In 2012, LMG's ratio of GAAP net written premium to
adjusted shareholders equity was considerably higher than peers at
2.0x, an increase from 1.9x in 2011. A modest decline in adjusted
shareholders equity in 2012 was driven by an increase in the
pension liability, and several one-time charges related to debt
extinguishment and restructuring charges offset by core operating
earnings and realized investment gains.

Liberty Mutual's Prism score was 'Adequate' based on year-end 2011
financials and Fitch anticipates that full year 2012 results will
remain in the 'Adequate' range. In particular, Liberty Mutual's
Prism results are adversely impacted by quality of capital and
higher operating and reserve leverage and helped by material
unrealized capital gains in the bond portfolio. These gains are
included in Fitch's base Prism score. Fitch notes that improvement
under this measure of capital could be a catalyst for future
positive rating pressure. A Prism score of 'Adequate' is viewed as
a 'BBB' ratings standard.

RATING SENSITIVITIES

Key rating triggers that could lead to an upgrade include:

-- Improved performance in underwriting results with a combined
    ratio of approximately 103% or better on both an accident and
    calendar year basis.

-- A sustained improvement in Prism score to 'Strong' category or
    higher.

-- Financial leverage ratio below 25%.

Key rating triggers that could lead to downgrade include:

-- A return to accident year underwriting results that trail
    large multi-line peers by significant margin.

-- Material weakening in the company's current reserve position,
    as measured by a return to a period of multiple years of
    unfavorable reserve development greater than 5% of prior year
    equity.

-- Failure to achieve a fixed charge coverage ratio of 5.0x over
    several years.

-- Another large acquisition in the near term, especially if the
    balance sheet was weakened through increased financial
    leverage of 35% or higher.

Fitch has affirmed the following ratings:

Liberty Mutual Group, Inc.

-- IDR at 'BBB' Outlook Stable;
-- $260 million 8.0% notes due 2013 at 'BBB-';
-- $104 million 7.3% notes due 2014 at 'BBB-';
-- $239 million 5.75% notes due 2014 at 'BBB-';
-- $249 million 6.7% notes due 2016 at 'BBB-';
-- $600 million 5.0% notes due 2021 at 'BBB-';
-- $750 million 4.95% notes due 2022 at 'BBB-';
-- $3 million 7.625% notes due 2028 at 'BBB-';
-- $231 million 7% notes due 2034 at 'BBB-';
-- $471 million 6.5% notes due 2035 at 'BBB-';
-- $19 million 7.5% notes due 2036 at 'BBB-';
-- $750 million 6.5% notes due 2042 at 'BBB-';
-- $300 million 7% junior subordinated notes due 2067 at 'BB';
-- $700 million 7.8% junior subordinated notes due 2087 at 'BB';
-- $582 million 10.75% junior subordinated notes due 2088 at
    'BB'.

Fitch has assigned a 'BBB-' to the following debt issues:

Liberty Mutual Group, Inc.

-- $600 million 4.25% notes due 2023.

Fitch has affirmed the following ratings:

Liberty Mutual Group, Inc.

-- Short term IDR at 'F2';
-- Commercial paper at 'F2';

Liberty Mutual Insurance Co.

-- IDR at 'BBB+' Outlook Stable;
-- $140 million 8.5% surplus notes due 2025 at 'BBB';
-- $227 million 7.875% surplus notes due 2026 at 'BBB';
-- $260 million 7.697% surplus notes due 2097 at 'BBB'.

Ohio Casualty Corporation

-- IDR at 'BBB' Outlook Stable;
-- $20.4 million 7.3% notes due 2014 at 'BBB-'.

Fitch has affirmed the IFS of the members of Liberty Mutual Inter-
company Insurance Pool (LMIC Pool) at 'A-' with a Stable Outlook:

-- Liberty Mutual Insurance Company
-- Liberty Mutual Fire Insurance Company
-- Employers Insurance Company of Wausau
-- Liberty Insurance Corporation
-- Wausau Business Insurance Company
-- Wausau Underwriters Insurance Company
-- LM Insurance Corporation
-- The First Liberty Insurance Corporation
-- LM General Insurance Company
-- Liberty Mutual Personal Insurance Company
-- Liberty Personal Insurance Company
-- Liberty Lloyds of Texas Insurance Company
-- Liberty Surplus Insurance Corporation
-- Wausau General Insurance Company
-- Liberty Mutual Mid-Atlantic Insurance Company
-- Insurance Company of Illinois

Fitch has affirmed the IFS of the members that participate in a
100% quota share with the LMIC Pool at 'A-' with a Stable Outlook:

-- Liberty County Mutual Insurance Company
-- LM Property and Casualty Insurance Company
-- Bridgefield Casualty Insurance Company
-- Bridgefield Employers Insurance Company
-- Liberty Insurance Underwriters Inc.

Fitch has affirmed the ratings of the members of Peerless
Insurance Inter-company Insurance Pool (Peerless Pool) at 'A-'
with a Stable Outlook:

-- Peerless Insurance Company
-- Peerless Indemnity Insurance Company
-- America First Insurance Company
-- America First Lloyd's Insurance Company
-- Colorado Casualty Ins. Company
-- Consolidated Insurance Company
-- Excelsior Insurance Company
-- Golden Eagle Ins. Corporation
-- Hawkeye-Security Insurance Company
-- Indiana Insurance Company
-- Mid-American Fire & Casualty
-- The Midwestern Indemnity Company
-- Montgomery Mutual Insurance Company
-- The Netherlands Insurance Company
-- National Insurance Association
-- The Ohio Casualty Insurance Company
-- West American Insurance Company
-- American Fire and Casualty Company
-- Ohio Security Insurance Company
-- Safeco Insurance Company of Illinois
-- American Economy Insurance Company
-- American States Insurance Company
-- American States Preferred Insurance Company
-- Safeco Insurance Company of Indiana
-- Safeco National Insurance Company
-- Safeco Insurance Company of Oregon
-- American States Lloyds Insurance Company
-- Safeco Lloyds Insurance Company
-- First National Insurance Company of America
-- General Insurance Company of America
-- Safeco Insurance Company of America
-- Safeco Surplus Lines Insurance Company
-- American States Insurance Company of Texas

Fitch has affirmed the IFS of the following companies that
participate in a 100% quota share with the Peerless Pool at 'A-'
with a Stable Outlook:

-- Liberty Northwest Insurance Company
-- North Pacific Insurance Company
-- Oregon Automobile Insurance Company


LIONS GATE: Moody's Lifts Rating on $436MM 2nd Lien Notes to Ba3
----------------------------------------------------------------
Moody's Investors Service upgraded Lions Gate Entertainment,
Inc.'s Corporate Family Rating to Ba3 from B1 and Probability of
Default Rating to Ba3-PD from B1-PD. Moody's also upgraded its
existing $436 million senior secured second lien notes due 2016 to
Ba3 (LGD3-45%) from B1 (LGD4-51%). Lionsgate's Speculative Grade
Liquidity rating remains unchanged at SGL-2, and the rating
outlook is stable.

The upgrade to Ba3 reflects Lionsgate's increased financial
flexibility over the next three years and Moody's belief that it
has the capacity and willingness to sustain such flexibility in
the longer term. Moody's believes the company has highly visible
and significant free cash flows of well over $150 million per year
through fiscal 2016, driven by the high probability of success of
the remaining three films in the Hunger Games series, as well as
significant contracted revenues (including those from foreign
output deals and television licensing deals) which are reflected
in its backlog of $1.1 billion at 3/31/13. Its integration of
Summit Entertainment which it acquired in 2012 has led to greater
scale and substantial strategic and cost synergies. This, together
with the over-performance of the combined slate in fiscal 2013,
has brought down Lionsgate's debt-to-EBITDA leverage to 2.5x at
3/31/13 (including Moody's standard adjustments and based on
EBITDA adjusted for cash investments instead of amortization of
film costs, and Lionsgate's share of its equity investments) in
comparison to over 5.0x leverage in past years. Moody's believes
Lionsgate is well positioned to sustain leverage under 3.0x going
forward, and anticipate that the company will apply a majority of
its cash flow towards debt reduction over the next few years to
withstand the longer term possibility of underperformance.

Due to the volatility and unpredictability of the film business,
one of the key credit risks for Lionsgate in the longer term, is
its ability to diversify and generate more stable cash flows by
developing film franchises beyond Hunger Games and growing the
contribution from its other businesses such as television
production and syndication. Moody's believes that the company is
in the process of developing films with franchise potential,
though their success remains uncertain, and the inclusion of
Twilight and Hunger Games franchises in its film library will
provide a tail of cash flows for some time to come. It also is
attentive to moderating its individual film and TV production
risks by pre-selling certain film rights to reduce its exposure,
and applying its 10/90 TV production strategy to minimize deficit
financing risk, respectively. It has also strengthened its
position in the television business by having produced numerous
successful television shows thus far and by becoming a supplier to
a greater range of content aggregators or distributors.

Another key driver of the Ba3 rating is Moody's expectation that
the company will capitalize on its opportunity to strengthen its
balance sheet, such that it can withstand the volatility of the
film business in the long term. "We believe that the highly
visible and sizeable cash flows expected from the Hunger Games
franchise position the company to repay debt rapidly and bring
absolute debt levels down to the $300-$500 million range over the
next three years," stated Neil Begley, a Moody's Senior Vice
President. Moody's believes that by maintaining this lower level
of debt as well as good liquidity, Lionsgate's Ba3 rating could
weather some periods of underperformance. Its rating is therefore
prospective in nature and assumes significant debt pay down. While
there is no excess cash flow sweep provision in its debt
agreements that guarantees debt repayment, Moody's believes
management is committed to de-risking the balance sheet and will
not engage in material share repurchases or dividends in the
intermediate term.

Issuer: Lions Gate Entertainment, Inc.

Upgrades:

Corporate Family Rating, upgraded to Ba3 from B1

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

$436 million 10.25% 2nd Lien Senior Secured Notes due 2016,
upgraded to Ba3 (LGD3-45%) from B1 (LGD4-51%)

Rating Rationale:

Lionsgate's Ba3 Corporate Family Rating reflects the inherent high
risk and typical low margins associated with the film production
business. This is partially mitigated by the company's improving
financial flexibility as a result of the credit consolidation of
Summit (which produced the Twilight film franchise), the high
visibility of sizeable cash flows through fiscal 2016, driven by
the success of the first Hunger Games film and the highly probable
success of its three sequels, and its solid liquidity profile. The
rating reflects Moody's expectation that the company will apply
its cash flow towards reducing its debt levels to the $300-$500
million range, such that it can sustain leverage of under 3.0x
beyond the completion of the Hunger Games franchise.

The rating is supported by the company's significant asset value,
which includes its equity investments such as TVGN (formerly
referred to as TVGuide Network) and EPIX, and the growing
contribution of its television production and syndication
businesses. Despite the higher visibility for profits and cash
flows and moderate leverage over the next few years, the company's
ratings are constrained by the volatility of the film business and
the risk that some of its profits could be reinvested in non-
franchise films that may ultimately underperform, and the low
visibility of revenue in the longer term.

The company's SGL-2 liquidity rating reflects its good liquidity
profile, characterized by positive free cash flow generation, the
absence of material maturities through fiscal 2016, and adequate
borrowing capacity under its $800 million revolver. In the absence
of any new note issuances, Moody's expects the company to rely on
its revolver capacity to redeem at least a portion if not all of
its $436 million second lien notes in November upon their first
call date. This could reduce the amount of external liquidity the
company will have unless it revises the terms of the facility.
Moody's believes the company will be prudent in managing its
liquidity position and maintain some cushion under its revolver
availability, and also apply its free cash flow towards reducing
the revolver balance.

The stable rating outlook reflects Moody's expectation that the
company will generate positive cash flow over the forward rating
horizon and apply it towards debt reduction such that absolute
debt levels decline to between $300-500 million over the next 2-3
years.

A rating upgrade is unlikely in the intermediate term given the
prospective nature of the current rating and the volatility and
unpredictability of the film business, which results in low
visibility on revenues beyond the completion of the Hunger Games
franchise. However, ratings could be upgraded in the long-term if
the company is able to demonstrate consistent slate performance
and ability to develop multiple successful film franchises, or if
the company diversifies its operations further such that it
materially reduces its dependence on theatrical film performance,
such that it can sustain absolute debt levels of under $300
million and maintain free cash flow to debt of over 50%.

The company's ratings could be downgraded if it has sustained
underperformance across its slate or if it directs cash flow
towards material acquisitions, dividends or share repurchases,
such that Moody's expectation of its ability or commitment towards
debt reduction is changed, its liquidity or cash flow are
adversely affected, or leverage is sustained over 3.0x.

Lions Gate's ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Lions Gate's core industry
and believes Lions Gate's ratings are comparable to those of other
issuers with similar credit risk. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.

Lions Gate Entertainment Corp. ( parent of Lions Gate
Entertainment Inc.), domiciled in British Columbia, Canada
(headquartered in Santa Monica, CA), is a motion picture studio
with a diversified presence in the production and distribution of
motion pictures, television programming, home entertainment,
video-on-demand and digitally delivered content.


MARKETING WORLDWIDE: DPIT 2 Held 12.5% Equity Stake at May 31
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, DPIT 2, LLC, disclosed that, as of May 31, 2013, it
beneficially owned 4,970,000 shares of common stock of Marketing
Worldwide Corp. representing 12.5 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                        http://is.gd/nFXO8z

                     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.


MCGRAW-HILL GLOBAL: Bank Debt Trades at 1% Off
----------------------------------------------
Participations in a syndicated loan under which McGraw-Hill global
Education Holdings is a borrower traded in the secondary market at
98.70 cents-on-the-dollar during the week ended Friday, June 21,
2013, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a drop of 0.25 of percentage points from the previous week.  The
bank loan matures on March 19, 2019.  The company pays 775 basis
points above LIBOR to borrow under the facility.

The bank debt carries Moody's B2 and not rated by Standard & Poor.
The loan is one of the biggest gainers and losers among 254 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

MHGE, headquartered in New York, NY, is a global provider of
educational materials and learning services targeting the higher
education, professional learning and information markets globally
for over a century with content, tools and services delivered via
digital, print and hybrid offerings. Apollo announced the proposed
acquisition of MHE for a $2.4 billion cash purchase price (subject
to closing adjustments and as adjusted from $2.5 billion in cash
and seller financing) on November 26, 2012 and the transaction is
expected to close in 2013's first quarter. MHGE's revenue for the
fiscal year ended December 2012 was approximately $1.26 billion.


MEDICURE INC: Notice of Change of Auditor
-----------------------------------------
Medicure Inc. notified the U.S. Securities and Exchange Commission
that the Board of Directors, upon the recommendation of the Audit
Committee, has decided not to renew KPMG's appointment as auditor.
The audit committee has reviewed the situation and determined that
the appointment of Ernst & Young LLP as auditors of the
Corporation would be in the best interests of the Corporation.

KPMG LLP were appointed the auditors of Medicure Inc., on Aug. 14,
2000.  The Corporations' shareholders approved at the last annual
and special meeting of the shareholders of the Corporation held
Nov. 30, 2012, that KPMG be re-appointed auditors of the
Corporation until the next annual meeting.

There have been no reservations in the auditor's reports for the
audits of the three most recently completed fiscal years.

There have been, in the opinion of the Corporation, no reportable
events, as that term is defined in NI 51-102.

                         About Medicure Inc.

Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX:
MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical
company engaged in the research, development and commercialization
of human therapeutics.  The Company has rights to the commercial
product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the
United States and its territories (Puerto Rico, U.S. Virgin
Islands, and Guam).  AGGRASTAT(R), a glycoprotein GP IIb/IIIa
receptor antagonist, is used for the treatment of acute coronary
syndrome (ACS) including unstable angina, which is characterized
by chest pain when one is at rest, and non-Q-wave myocardial
infarction.

KPMG LLP, in Winnipeg, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended May 31, 2012.  The independent auditors noted
that the Company has experienced operating losses and has
accumulated a deficit of $123,303,052 that raises substantial
doubt about its ability to continue as a going concern.

Medicure reported net income of C$23.38 million for the year ended
May 31, 2012, in comparison with a net loss of C$1.63 million
during the prior fiscal year.  For the nine months ended Feb. 28,
2013, the Company incurred a net loss of C$1.86 million on C$1.83
million of net product sales, as compared with net income of
C$24.24 million on C$4.42 million of net product sales for the
nine months ended Feb. 29, 2012.  The Company's balance sheet at
Feb. 28, 2013, showed C$3.61 million in total assets, C$7.33
million in total liabilities and a C$3.72 million total
deficiency.


MERISEL INC: Files Schedule 13E-3 Transaction Statement
-------------------------------------------------------
Merisel, Inc., and Saints Capital Granite, LLC, filed a Schedule
13E-3 with the U.S. Securities and Exchange Commission in
connection the proposed "going private" merger as a result of
which Merisel will be eligible to terminate its public reporting
obligations under the Securities Exchange Act of 1934, as amended.

Saints Capital is currently the holder of 22,500,000 shares of
Merisel common stock, $0.01 par value per share, representing
approximately 91 percent of the outstanding shares of common stock
of the Company.  Saints Capital also holds $2.5 million aggregate
principal amount of debt securities that are convertible into
shares of Merisel common stock at a rate of $0.10 per share and,
therefore, Saints is deemed to be the beneficial owner of
approximately 95.5 percent of Merisel common stock.

Upon the effective date of the merger, each share of Merisel
common stock will be cancelled and automatically converted into
the right to receive $0.17 in cash, without interest.

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

                        http://is.gd/T0YVnk

                           About Merisel

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

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


MESA INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Mesa International Corp.
          dba Mesa Home Products
        10 Commerce Park N, Suite 6
        Bedford, NH 03110

Bankruptcy Case No.: 13-11554

Chapter 11 Petition Date: June 17, 2013

Court: U.S. Bankruptcy Court
       District of New Hampshire (Manchester)

Debtor's Counsel: Robert J. Keach, Esq.
                  BERSTEIN, SHUR, SAWYER & NELSON
                  100 Middle Street, PO Box 9729
                  Portland, ME 04104-5029
                  Tel: (207) 774-1200
                  Fax: (207) 774-1127
                  E-mail: rkeach@bernsteinshur.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/nhb13-11554.pdf

The petition was signed by Jessica Giguere-Dionne, director of
finance.


MOBIVITY HOLDINGS: Bolsters Balance Sheet with $11MM Financing
--------------------------------------------------------------
Mobivity Holdings Corp. has completed a private financing of
$11,013,208 million.

The financing consisted of the Company's sale of common shares in
exchange for $5,795,000 of new capital and the conversion of
$5,122,805 of principal and accrued but unpaid interest
outstanding under previously issued 10 percent Senior Secured
Bridge Notes, at an offering price of $0.20 per share.  Emerging
Growth Equities, Ltd., acted as the exclusive placement agent for
the financing.  The financing proceeds will be used to pay off the
remaining $1,400,000 consideration related to the previously
announced Front Door Insights acquisition and for future working
capital needs.

The cash portion of financing represents the initial closing of
the proposed sale of up to $7.5 million of common shares by the
Company at $0.20 per share.  The Company expects to conduct
additional closings for up to an additional $1,705,000 over the
next few days.  The Company is also pursuing the conversion of the
remaining $217,218 of principal and accrued interest under the
Bridge Notes into common shares at the rate of $0.20 per share.

Dennis Becker, Chairman and CEO, explained, "This financing marks
a major milestone in the growth of our Company.  The amount of new
capital, coupled with the conversion of 96% of the outstanding
Bridge Notes, provides Mobivity with a relatively debt free
balance sheet going forward and over $4 million in cash.  Our plan
is to move quickly in expanding our sales team to include
nationally deployed sales professionals directly serving several
geographic markets."  He added, "With the addition of Michael
Bynum as President and Tom Tolbert as Chief Sales Officer to the
executive management team, coupled with the acquisition of Front
Door Insight, we believe the Company is now poised for rapid
growth."

With more than 11,000 local advertisers already using Mobivity's
technology across the U.S., the Company plans to use the proceeds
from the financing to aggressively recruit and deploy a national
sales force in an effort to expedite customer acquisition and grow
market share.

Additional details regarding the financing can be found in the
Form 8-K filed with the U.S. Securities and Exchange Commission, a
copy of which is available for free at http://is.gd/08g4GD

                     About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity Holdings disclosed a net loss of $7.33 million in 2012,
as compared with a net loss of $16.31 million in 2011.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring operating losses and
negative cash flows from operations and dependence on additional
financing to fund operations which raise substantial doubt about
the Company's ability to continue as a going concern.

The Company's balance sheet at March 31, 2013, showed $3.25
million in total assets, $10.25 million in total liabilities, all
current, and a $6.99 million total stockholders' deficit.

                         Bankruptcy Warning

"...[A]ll of our assets are currently subject to a first priority
lien in favor of the holders of our outstanding convertible notes
payable in the current aggregate principal amount of $4,521,378.
The notes are due on October 15, 2013, if we are unable to repay
or refinance our obligations under those notes by October 15,
2013, the holders of the notes will have the right to foreclose on
their security interests and seize our assets.  To avoid such an
event, we may be forced to seek bankruptcy protection, however a
bankruptcy filing would, in all likelihood, materially adversely
affect our ability to continue our current level of operations.
In the event we are not able to refinance or repay the notes, but
negotiate for a further extension of the maturity date of the
notes, we may be required to pay significant extension fees in
cash or shares of our equity securities or otherwise make other
forms of concessions that may adversely impact the interests of
our common stockholders.


MORGANS HOTEL: Note Holders Seek Payment of $18.5 Million
---------------------------------------------------------
Morgans Hotel Group Co. received a Notice of Change of Control
from Andrew Sasson pursuant to the Promissory Note, dated Nov. 30,
2011, issued by TLG Acquisition, LLC, a subsidiary of the Company,
to Andrew Sasson and a Notice of Change of Control from Andy Masi
pursuant to the Promissory Note, dated Nov. 30, 2011, issued by
TLG Acquisition, LLC, to Andy Masi.  The Promissory Notes are
guaranteed by the Company.

The Notices claim that a total of $18.5 million of outstanding
principal balances under the Promissory Notes, plus any accrued
and unpaid interest, are due and payable to Mr. Sasson and Mr.
Masi, respectively, as the result of a "Change of Control" of the
Company in connection with the election of directors at the
Company's 2013 annual meeting.  The Company believes that a Change
of Control, within the meaning of the Promissory Notes, has not
occurred and that no prepayments are required under the Promissory
Notes.  Under the Company's revolving credit facility, a mandatory
prepayment under the Promissory Notes could constitute an event of
default.  The Company intends to vigorously contest these matters
if Mr. Sasson and Mr. Masi do not withdraw these notices.

                    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.


MOTORCAR PARTS: Nantahala Capital Had 9.4% Equity Stake at June 7
-----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Nantahala Capital Management, LLC, disclosed
that, as of June 7, 2013, it beneficially owned 1,366,613 shares
of common stock of Motorcar Parts of America, Inc., representing
9.45 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/tSjbUo

                       About Motorcar Parts

Torrance, California-based Motorcar Parts of America, Inc.
(Nasdaq: MPAA) is a remanufacturer of alternators and starters
utilized in imported and domestic passenger vehicles, light trucks
and heavy duty applications.  Motorcar Parts of America's products
are sold to automotive retail outlets and the professional repair
market throughout the United States and Canada, with
remanufacturing facilities located in California, Mexico and
Malaysia, and administrative offices located in California,
Tennessee, Mexico, Singapore and Malaysia.

The Company reported a net loss of $91.5 million on $406.3 million
of sales in fiscal 2013, compared to a net loss of $48.5 million
on $363.7 million of sales in fiscal 2012.  The Company's balance
sheet at March 31, 2013, showed $367.1 million in total assets,
$370.6 million in total liabilities, and a stockholders' deficit
of $3.5 million.

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


MUELLER WATER: S&P Raises CCR to 'BB-'; Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Mueller Water Products Inc. to 'BB-'
from 'B'.  The outlook is stable.  At the same time, S&P raised
its issue ratings on the senior unsecured notes to 'BB-' from 'B+'
and the subordinated notes to 'B' from 'CCC+'.

"The upgrade reflects Mueller's good recent operating performance
and our expectation that its credit measures are likely to
continue improving," said Standard & Poor's credit analyst Dan
Picciotto.  "We expect adjusted debt to EBITDA to approach 4x by
the end of fiscal 2013 (ending September) and funds from
operations (FFO) to exceed 15%, with both likely to improve
further in 2014."  These improvements should provide some
flexibility for the company to pursue bolt-on acquisitions while
maintaining its stated net debt to EBITDA target of 3x.

The ratings on Mueller reflect the company's "weak" business risk
profile, marked by its exposure to the cyclical nonresidential and
residential construction markets.  S&P considers the company's
financial risk profile to be "aggressive."  And although the
credit measures have improved, they have demonstrated significant
volatility over the operating cycle.

S&P's projections assume:

   -- A still fragile domestic economic recovery, which supports
      increased sales in both the Mueller Co. and Anvil
      International divisions;

   -- Overall revenue growth of about 10% this fiscal year and
      comparable growth next year; and

   -- EBITDA margins in the mid-teen percent range.

Mueller maintains a good market position in the cyclical niche
markets of the North American water infrastructure and
nonresidential pipe-related product markets.  The company offers a
full line of water infrastructure flow control such as gate
valves, fire hydrants, and pipe fittings.  Over the past several
years, Mueller has been investing in adjacent markets such as the
advanced metering infrastructure (AMI) systems, leak detection,
and pipe condition assessment markets.  And although it has made
progress in these areas, S&P considers the company's efforts to be
a work in progress.

The outlook is stable.  "We believe that Mueller's credit measures
will likely remain in an appropriate range for the rating,
including debt to EBITDA of about 4x or less and FFO to debt of at
least 15%-20%," said Mr. Picciotto.

S&P could lower the rating if the company is unable to sustain
improved credit measures.  For instance, S&P could lower the
rating if debt to EBITDA deteriorates to more than 4.5x without
prospects for near-term improvement.

S&P could raise the rating if it assess the company's business
risk profile as having meaningfully improved, resulting in a
"fair" designation.  This could occur if the company increases it
geographic diversification and expands its newer product lines,
which include AMI and leak detection products, to become a
meaningful portion of the overall business, while maintaining good
performance in its existing portfolio of businesses.  S&P would
also expect debt to EBITDA of 3.5x or less, FFO to debt of more
than 20%, and meaningfully improved free operating cash flow
(sustainably at $100 million or more on an annual basis).


MUNICIPAL MORTGAGE: Shareholders Elect Three Directors
------------------------------------------------------
Municipal Mortgage & Equity, LLC, held its annual meeting of
shareholders n June 18, 2013, at which the shareholders:

   (a) elected Michael L. Falcone, Francis X. Gallagher and
       Frederick W. Puddester to the Board of Directors for a
       three year term;

   (b) approved, on an advisory basis, the compensation of the
       named executive officers of the Company;

   (c) indicated "every year" as the preferred frequency of future
       advisory votes on the executive compensation; and

   (d) ratified the appointment of KPMG, LLP, as independent
       registered public accountant for the calendar year ending
       2013.

                     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.


NAKED BRAND: Incurs $643K Net Loss in April 30 Quarter
------------------------------------------------------
Naked Brand Group Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $643,434 ON $93,566 of sales for the three
months ended April 30, 2013, compared with a net loss of $171,874
on $26,122 of sales for the three months ended April 30, 2012.

The Company's balance sheet at April 30, 2013, showed $1.0 million
in total assets, $786,149 in total liabilities, and stockholders'
equity of $260,221.

"As at April 30, 2013, the Company had not yet achieved profitable
operations, had a working capital deficiency, is in default with
respect to certain loan agreements and expects to incur further
losses in the development of its business, which casts substantial
doubt about the Company's ability to continue as a going concern."

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

Naked Brand Group Inc. is engaged in the manufacture and sales of
direct and wholesale undergarments in Canada and the United States
to consumers and retailers. The Company operates out of
Abbotsford, British Columbia, Canada.


NAKNEK ELECTRIC: Distribution to Class 10 Claims in August
----------------------------------------------------------
Naknek Electric Association, Inc., asks the U.S. Bankruptcy Court
for the District of Alaska to correct and amend paragraph 6 of the
order confirming the Debtor's Second Amended Plan of
Reorganization.

As reported by the Troubled Company Reporter, the Bankruptcy Court
entered on April 1, 2013, an order confirming the Second Amended
Plan of Reorganization, as modified.  The Effective Date of the
Plan will occur upon such date as designated by the Reorganized
Debtor, but not earlier than the date upon which distribution of
the Class 10, Option 3 Notes commences in accordance with the
Plan.  Substantial consummation of the Plan will be deemed to have
occurred upon commencement of distribution of the Class 10, Option
3 Notes.  A copy of the Confirming Order is available at:

     http://bankrupt.com/misc/naknekelectiic.doc538.pdf

The Debtor, in its motion to amend, states that the first
distributions under the Class 10 will occur no later than
Aug. 31, 2013.

The Debtor also says that first distributions under the Class 10,
Option 3 notes will not happen until Aug. 31, 2014.  The Effective
Date and substantial consummation would coincide with the first
distributions to unsecured creditors in the case, which will occur
in August 2013.

Consequently, paragraph 6 of the order must read: "The Effective
Date of the Plan will be the date upon which initial distributions
to Class 10 are made.  Substantial consummation of the Plan will
be deemed to have occurred upon commencement of distribution to
Class 10."

                             The Plan

The TCR has reported an outline and summary of the Debtor's Second
Amended Plan.  The material terms of that Plan are:

   1. The Debtor will use cash on hand and current revenues to
      satisfy claims required by law to be paid on the Effective
      Date of the Plan, including administrative and priority
      expenses (other than certain postpetition financing which
      will be paid out over time by agreement of the lender, the
      National Rural Utilities Cooperative Finance Corporation.

   2. The Debtor will honor its remaining secured financing
      obligations to the Rural Utilities Services.  All other
      secured claims have been resolved in accordance with the
      Geothermal Assets Transaction.

   3. The Debtor will dedicate a portion of the utility rates it
      recovers from its members over the next 20 years to satisfy
      its unsecured creditors' claims or afford them an
      opportunity for a one-time payment on or before Aug. 31,
      2014, as follows:

       i) Receive on a date no later than Aug. 31, 2013, 50% of
          the allowed amount of its Claim in cash up to a maximum
          of $12,500;

      ii) Receive on a date no later than Aug. 31, 2014, 5% on the
          allowed amount of its claim in cash; or

     iii) Receive its pro rata share (among all allowed unsecured
          claims selecting this treatment) of the cash payments to
          be made by the Debtor over 20 years.

   4. The Debtor will preserve the interests of its members,
      subject to the terms and conditions of the Plan.

Under the Plan, the Debtor will raise rates approximately $0.07
per kWh to pay its Plan payments.  Additionally, rates will also
be adjusted to address other factors not part of the Plan such as
inflation, plant and distribution improvements and fuel costs.

A copy of the Second Amended DS is available for free at
http://bankrupt.com/misc/NAKNEK_ELECTRIC_ds_2amended.pdf

               About Naknek Electric Association

Naknek, Alaska-based Naknek Electric Association, Inc., operates a
diesel power generation plant, storage and distribution system
on approximately 9.34 acres of land it owns in Naknek, Alaska.
It provides electricity to 591 members of the cooperative.  It
also is developing a geothermal well.

Naknek Electric filed for Chapter 11 bankruptcy protection (Bankr.
D. Alaska Case No. 10-00824) on Sept. 29, 2010.  Erik LeRoy, Esq.,
at Erik Leroy P.C., assists the Debtor in its restructuring
effort.  The Debtor disclosed $21,459,632 in assets and $7,523,708
as of the Chapter 11 filing.

The Debtor filed with the Court a plan of reorganization and an
accompanying disclosure statement on Sept. 15, 2011.  The Plan
proposed that the Debtor will pay Class 13, unsecured creditors,
$3 million over 60 months commencing on the Effective Date.  Based
on the current claims filed in the case, the proposed payment will
pay unsecured creditors a dividend of about $0.10 on each dollar
of claim.

A committee of unsecured creditors has been appointed by the
United States Trustee.


NATIONAL HOLDINGS: Inks Definitive Merger Agreement with Gilman
---------------------------------------------------------------
National Holdings Corporation and Gilman Ciocia have entered into
a definitive merger agreement to create a diversified investment
bank and independent broker-dealer with broad financial product
and service offerings catering to retail and institutional
clients.

Under the terms of the agreement, which was unanimously approved
by the boards of directors of both companies, Gilman Ciocia
shareholders will receive up to 24 million shares of National
Holdings common stock.  Additionally, the consideration includes
the assumption of up to $5.4 million in debt, which is expected to
be repaid in full at the closing of the merger.

Mark D. Klein, National Holdings' chief executive officer and co-
executive chairman, commented, "This transaction transforms our
business and accelerates our growth strategy, focused on driving
revenues, improving profitability and enhancing shareholder value.
Our merger with Gilman Ciocia, who has been focused on financial
planning services and tax preparation for more than 30 years,
provides National Holdings with an exciting opportunity to
significantly scale our business and strengthen our operations."

Michael Ryan, chief executive officer of Gilman Ciocia, "This
merger will allow Gilman Ciocia to continue to focus on its core
strengths in the financial services sector, while offering clients
a broader array of products and services through National
Holdings' platform.  National Holding's extensive client
relationships and complementary retail brokerage operations
supports our strong tax preparation and wealth management
businesses."

Following the merger close, the combined company will offer a
variety of financial products and services, including retail
brokerage, corporate finance, sales and trading, asset management,
financial planning, market making, tax preparation, insurance and
annuities and research.  National Holdings will leverage Gilman
Ciocia's leading corporate brand since its founding in 1981 as a
highly focused, specialized firm dedicated to providing
individuals with the tax preparation and financial planning
services.  As of March 31, 2013, Gilman Ciocia had 26 Company-
owned offices operating in New York, New Jersey and Florida.
Gilman Ciocia also provides financial planning services through 26
independently owned and operated offices in eight states.

In addition, following the closing of the merger, the combined
company will boast over $9 billion in client assets.  For the
trailing 12 months ended March 31, 2013, consolidated net revenues
for National Holdings and Gilman Ciocia were approximately $157
million.  The Company will continue to be listed on the OTC BB
under the ticker NHLD.

The merger is subject to approval by Gilman Ciocia's shareholders
and customary regulatory approvals.  The transaction is expected
to close during National Holding's late fiscal fourth quarter or
early fiscal first quarter.

A copy of the Agreement and Plan of Merger is available at:

                        http://is.gd/Oe20hG

                      About National Holdings

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

The Company incurred a net loss of $1.93 million for the year
ended Sept. 30, 2012, compared with a net loss of $4.71 million
during the prior year.  The Company's balance sheet at March 31,
2013, showed $23.85 million in total assets, $12.88 million in
total liabilities and $10.97 million in total stockholders'
equity.

Sherb & Co., LLP, in Boca Raton, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred significant losses and has a working
capital deficit as of Sept. 30, 2012, that raise substantial doubt
about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"Our independent public accounting firm has issued an opinion on
our consolidated financial statements that states that the
consolidated financial statements were prepared assuming we will
continue as a going concern and further states that our recurring
losses from operations, stockholders' deficit and inability to
generate sufficient cash flow to meet our obligations and sustain
our operations raise substantial doubt about our ability to
continue as a going concern.  Our future is dependent on our
ability to sustain profitability and obtain additional financing.
If we fail to do so for any reason, we would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code."


NATIVE WHOLESALE: Webster Approved to Handle New York Litigation
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized Native Wholesale Supply to employ Webster Szanyi LLP as
special counsel.

As reported in the Troubled Company Reporter on May 30, 2013,
the Debtor is a defendant in a complaint filed by the State of New
York in the U.S. District Court for the Eastern District of New
York.  The Debtor has agreed to advance Webster Szanyi a $50,000
retainer for its work in connection with the New York Action.

To the best of the Debtor's knowledge, Webster Szanyi does not
have any connection with the Debtor, its creditors, or any party-
in-interest, or its respective attorneys.

The Court also sustained the U.S. Trustee's limited objection
which provided that there will no escrowing of funds.

           About Native Wholesale Supply Company

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them to third parties within the United States.  It
purchases the products from Grand River Enterprises Six Nations,
Ltd., a Canadian corporation and the Debtor's only secured
creditor.  Native is an entity organized under the Sac and Fox
Nation and has its principal place of business at 10955 Logan Road
in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
at Hodgson Russ LLP.

No trustee, examiner or creditors' committee has been appointed in
the case.


NETFLIX INC: Moody's Says DreamWorks Deal Supports 'Ba3' Rating
---------------------------------------------------------------
Moody's Investors Service said that Netflix, Inc.'s (Netflix, Ba3
CFR) recent announcements on an original television content deal
with DreamWorks Animation and its plan to launch in the
Netherlands, will increase its up-front cash investments but at
the same time Moody's expects it to manage its risks prudently and
improve profitability to support its credit profile in the long
term. Moody's believes that the company remains on track to be
solidly positioned in its Ba3 rating category.

The company's new multi-year television content deal with
DreamWorks consists of 300 hours of new original programming,
inspired by DreamWorks animated films as well as its rich library
of animated characters. The first series under the deal will be
aired in 2014, and will be available across all its current and
announced territories. This represents Netflix's largest deal for
original first run content thus far. While Moody's concerns
regarding large fixed content commitments and the high subscriber
levels required to break-even in the streaming business remain,
Moody's believes Netflix is prudently managing its risk by
limiting its exposure to growing content costs while at the same
time making big investments to drive subscriber retention and
growth. The company has demonstrated that it is comfortable
dropping content which it deems too expensive if cost does not
make sense relative to expected viewing, and exiting some
exclusive arrangements allowing that content to go to its
competitors, in order to refocus the capital savings toward
content which is both exclusive and driving higher viewership and
subscriber growth.

Moody's believes that the company is increasingly becoming more
selective about the content it acquires, such as more original,
exclusive, and/or niche content, instead of focusing on growing as
it has in the past, by acquiring deep library and volume content.
Moody's expect its cash spend relative to expense to increase as
original programming costs are generally relatively more front end
loaded as compared to deep library content, but it also expects
the company to maintain its original content expense in the single
digit range as a percent of total content expense, through 2014,
and overall subscriber growth and revenues to exceed content
spending, therefore expanding operating margins.

Netflix also recently announced that it will expand into the
Netherlands market in late 2013, and as a result of this combined
with more front end loaded payment deals, Moody's expects free
cash flow generation to remain negative through 2014. However, it
doesn't expect it to increase its debt in the near-term to expand
internationally, and expect it to govern its speed of expansion
based on the success and profitability of its existing markets.
Moody's views the company's international investments as a
favorable use of cash flow generated from its domestic and other
more mature markets, relative to doing shareholder returns, and it
anticipates that such future expansion will be dictated largely by
the speed by which those mature markets grow their profits or
developing markets attain breakeven profitability.

Netflix Inc., with its headquarters in Los Gatos, California, is
the largest subscription video-on-demand (SVOD) service in the
United States, providing access to movies and TV shows online and
via the delivery of DVD rentals, with annual revenues of over $3.7
billion.


NEWLEAD HOLDINGS: Sees $403.9 Million Net Loss for 2012
-------------------------------------------------------
In light of the delay in filing NewLead Holdings Ltd.'s annual
report on Form 20-F for the fiscal year ended Dec. 31, 2012, the
Company delivered to the U.S. Securities and Exchange Commission
unaudited financial statements.

NewLead Holdings reported a net loss of $403.92 million on $8.92
million of operating revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $290.39 million on $12.22 million of
operating revenues for the year ended Dec. 31, 2011.

As of Dec. 31, 2012, the Company had $61.79 million in total
assets, $177.42 million in total liabilities and a $115.62 million
total shareholders' deficit.

A copy of the Form 6-K Report is available for free at:

                        http://is.gd/aGDaAW

                Annulment of Nickel Wire Transaction

On June 7, 2013, the Company announced it has agreed to unwind the
transaction whereby 3,750 grams of nickel wire had been
contributed to NewLead in exchange for 258,536,585 shares of
common stock of NewLead.

One reason for the Company's inability to monetize the nickel wire
may be that it may have been overvalued in connection with the
Company's acquisition of it.  The reports the Company received
from experts in the metals market, and used in connection with the
closing of the deal, valued much smaller quantities of nickel wire
than the amount bought by the Company and the $212 million
valuation was an extrapolation derived from the value of the
nickel wire per meter.

A more recent valuation analysis received in connection with the
previously disclosed internal investigation of the nickel wire
transaction placed a substantially lower value on the nickel wire.
This substantially lower value can reach up to a 99 percent
discount of the valuation used for closing the deal on January
2013.  The Company believes the difference is partially due to a
substantial illiquidity discount being placed on the nickel wire
due to the very large amount acquired by the Company.
Furthermore, prices received from the sale of the nickel wire
depend on the country in which it was sold as well as the method
of sale used.  The Company's attempts to use the nickel wire as
collateral following the acquisition convinced it that it would be
challenging to accomplish a sizable transaction due to the
illiquid market.

The shares issued to the seller have been cancelled and are no
longer outstanding and the nickel wire was returned to the
investor.  Currently, and after giving effect to that
transactions, NewLead has 555,037,273 shares outstanding.

                    About NewLead Holdings Ltd.

NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15,
2012, audit report NewLead Holdings Ltd. has incurred a net loss,
has negative cash flows from operations, negative working
capital, an accumulated deficit and has defaulted under its
credit facility agreements resulting in all of its debt being
reclassified to current liabilities.  These raise substantial
doubt about its ability to continue as a going concern, PwC said.

Newlead Holdings's balance sheet balance sheet at June 30, 2012,
showed US$111.28 million in total assets, US$299.37 million in
total liabilities and a US$188.08 million total shareholders'
deficit.


NEWLEAD HOLDINGS: Issues 6.8MM Add'l Settlement Shares to Hanover
-----------------------------------------------------------------
The Supreme Court of the State of New York, County of New York, on
April 5, 2013, entered an order approving, among other things, the
settlement between NewLead Holdings Ltd., and Hanover Holdings I,
LLC, in the matter entitled Hanover Holdings I, LLC v. NewLead
Holdings Ltd., Case No. 650964/2013.

Hanover commenced the Action against the Company on March 18,
2013, to recover an aggregate of $2,411,581 of past-due accounts
payable of the Company, plus fees and costs.  The Settlement
Agreement became effective and binding upon the Company and
Hanover upon execution of the Order by the Court on April 5, 2013.

Pursuant to the terms of the Settlement Agreement, the Company
issued and delivered to Hanover 6,000,000 shares of the Company's
common stock, $0.01 par value.
Since the issuance of the Initial Settlement Shares, Hanover
demonstrated to the Company's satisfaction that it was entitled to
receive an aggregate of 6,850,000 additional settlement shares.
Accordingly, the Company issued and delivered to Hanover an
aggregate of 6,850,000 Additional Settlement Shares.

The "Calculation Period" expired on June 18, 2013, and the "True-
Up Date" occurred on June 19, 2013.  Based on the adjustment
formula, Hanover was entitled to receive an aggregate of
11,995,826 VWAP Shares.  Accordingly, since Hanover previously had
received an aggregate of 12,850,000 Initial Settlement Shares and
Additional Settlement Shares, on the True-Up Date Hanover returned
to the Company for cancellation 854,174 shares of Common Stock
pursuant to the terms of the Settlement Agreement approved by the
Order.  No additional shares of Common Stock are issuable to
Hanover pursuant to the Settlement Agreement.

A copy of the Form 6-K is available for free at:

                      http://is.gd/CitVjZ

                   About NewLead Holdings Ltd.

NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15,
2012, audit report NewLead Holdings Ltd. has incurred a net loss,
has negative cash flows from operations, negative working
capital, an accumulated deficit and has defaulted under its
credit facility agreements resulting in all of its debt being
reclassified to current liabilities.  These raise substantial
doubt about its ability to continue as a going concern, PwC said.

Newlead Holdings's balance sheet balance sheet at June 30, 2012,
showed US$111.28 million in total assets, US$299.37 million in
total liabilities and a US$188.08 million total shareholders'
deficit.


NEXSTAR BROADCASTING: S&P Assigns 'BB' Rating to $230MM Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Irving, Texas-based Nexstar Broadcasting Group
Inc. and its subsidiaries.  The outlook is stable.

At the same time, S&P assigned the proposed $230 million term loan
A due 2018 its 'BB' issue-level rating (two notches higher than
the 'B+' corporate credit rating on the parent), with a recovery
rating of '1', indicating its expectation for very high (90% to
100 %) recovery for lenders in the event of a payment default.
The company plans to use the term loan proceeds along with
availability under the revolver to finance the previously
announced acquisitions of Communications Corp. of America (CCA)
and White Knight Broadcasting Inc.

In addition, S&P revised the recovery rating on the company's
8.875% second-lien notes due 2017 to '6', indicating its
expectation for negligible (0% to 10%) recovery for debtholders in
the event of a payment default, from '5' (10% to 30% recovery
expectation).  S&P subsequently lowered its issue-level rating on
this debt to 'B-' from 'B' because of the lower recovery prospects
and in accordance with its notching criteria.

"Our rating and stable outlook on Nexstar reflect our expectation
that, pro forma for the pending CCA acquisition, the company will
be able to keep its lease-adjusted debt to average trailing-eight-
quarter EBITDA ratio below 6x throughout the election cycle,
absent a reversal of economic growth, large debt-financed
acquisitions, or significant shareholder-favoring measures.  Pro
forma for the additional EBITDA and debt related to the announced
CCA transaction, we estimate that leverage was about 5.8x, as of
March 31, 2013," S&P said.

Pro forma for all the announced acquisitions, Nexstar will own
and/or operate 91 television stations in 48 markets, reaching
approximately 14% of all U.S. television households.  The CCA
stations include five duopolies and will create two additional
duopolies when combined with Nexstar's existing stations.  This
would increase the number of duopoly markets in which the company
operates to 33, which S&P believes would allow for further
expansion of EBITDA and the EBITDA margin.  The company maintains
a first- or second-rated local news programs in about two-thirds
of its markets, with the remainder either drawing third or fourth
rankings, or airing no news programming.  High news ratings boost
a station's brand franchise with local viewers, and also attracts
higher political advertising.  S&P assess Nexstar's management and
governance as "fair" under its criteria.


NJSR SURGICAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: NJSR Surgical Center, LLC
        111 Wanaque Avenue
        Pompton Lakes, NJ 07442

Bankruptcy Case No.: 13-23365

Chapter 11 Petition Date: June 17, 2013

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtors' Counsel: Ilissa Churgin Hook, Esq.
                  HOOK & FATOVICH, LLC
                  1430 Route 23 North
                  Wayne, NJ 07470
                  Tel: (973) 686-3800
                  Fax: (973) 686-3801
                  E-mail: ihook@hookandfatovich.com

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

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

Affiliates that simultaneously filed for Chapter 11:

        Debtor                           Case No.
        ------                           --------
New Jersey Spine & Rehabilitation, P.C.  13-23366
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
Pompton Anesthesia Associates, P.C.      13-23367
  Assets: $50,001 to $100,000
  Debts: $1,000,001 to $10,000,000
Interventional Pain Associates, P.C.     13-23369
  Assets: $100,001 to $500,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Dr. Richard Kaul, managing member.

A. A copy of NJSR Surgical Center's list of its 20 largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/njb13-23365.pdf

B. A copy of New Jersey Spine & Rehabilitation's list of its 20
largest unsecured creditors filed with the petition is available
for free at http://bankrupt.com/misc/njb13-23366.pdf

C. A copy of Pompton Anesthesia Associates' list of its six
largest unsecured creditors filed with the petition is available
for free at http://bankrupt.com/misc/njb13-23367.pdf

D. A copy of Interventional Pain Associates' list of its five
largest unsecured creditors filed with the petition is available
for free at http://bankrupt.com/misc/njb13-23369.pdf


NORTEL NETWORKS: Taps CBRE as Listing and Leasing Agent
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Nortel Networks Inc., et al., to employ CB Richard Ellis-Raleigh
LLC as listing and leasing agent in connection with the sublease
of real property located in Raleigh, North Carolina.

The Debtor is also authorized to pay CBRE Raleigh a commission for
its role in a potential sublease transaction with International
Business Machines Corporation upon the occurrence of certain
conditions.

Pursuant to the agreement, CBRE Raleigh will use its best efforts
to effect a sublease of the property.  Since the agreement was
executed, CBRE Raleigh has performed these services for NNI in
furtherance of such efforts:

   -- developed marketing flyers highlighting the property
      for distribution to brokers and brokerage firms both
      locally and nationally;

   -- listed the property on several commercial real estate
      Web sites;

   -- hosted numerous tours of the property for prospects
      with requirements ranging from 20,000 square feet to
      150,000 - 175,000 square feet of space, for both office
      and industrial space; and

   -- facilitated coverage of the property in a local business
      journal to increase visibility of the property in the
      market.

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

                      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.


NPS PHARMACEUTICALS: Sees 200-300 Patients on Gattex by Yearend
---------------------------------------------------------------
NPS Pharmaceuticals, Inc., clarified its guidance with respect to
Gattex (teduglutide [rDNA origin]).  The Company confirms its
prior guidance that it expects to achieve its goal of having 200
to 300 patients on Gattex by the end of 2013.  The Company will
provide investors with an update on the progress of the Gattex
launch when it reports its second quarter financial results in
August 2013.

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS reported a net loss of $36.26 million in 2011, a net loss of
$31.44 million in 2010 and a net loss of $17.86 million in 2009.
The Company's balance sheet at March 31, 2013, showed
$188.46 million in total assets, $192.71 million in total
liabilities, and a $4.24 million total stockholders' deficit.


ONCURE HOLDINGS: Radiation Oncology Provider Has Loan Approved
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that OnCure Medical Corp., a manager of 37 radiation
oncology centers for treatment of cancer, received interim
approval June 18 to finance the reorganization.  On an interim
basis, the company can draw $4.7 million plus enough to pay off
existing first-lien debt.  The hearing for final approval of the
entire $25 million package will take place July 24.  The
bankruptcy loan is being provided by a group of noteholders.
There is an agreement in principle to sell the business for $125
million.  The new loan requires having the bankruptcy court
approve sale procedures within three weeks and a sale a month
later.

                       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.


OP-TECH ENVIRONMENTAL: Inks Merger Agreement with NRC
-----------------------------------------------------
OP-TECH Environmental Services, Inc., entered into an Agreement
and Plan of Merger with NRC Merger Sub, Inc.

Pursuant to the Merger Agreement, NRC will commence a tender offer
to acquire all of the outstanding shares of Common Stock at a
price of $0.116 per share, net to the selling stockholders in
cash, without interest, subject to any applicable withholding
taxes.  Following the consummation of the Offer, NRC will be
merged with and into the Company, and the Company will become a
wholly-owned subsidiary of NRC US Holding Company, LLC, the
Parent.  At the effective time of the Merger, each share of Common
Stock not purchased in the Offer will be converted into the right
to receive an amount in cash equal to the Offer Price.

The consummation of the Offer is subject to the satisfaction or
waiver of certain conditions, including at least 90 percent of the
outstanding shares of Common Stock on a fully diluted basis having
been validly tendered pursuant to the Offer, and other customary
conditions.

Pursuant to the Merger Agreement, the Company has agreed not to
solicit or initiate discussions with third parties regarding other
proposals to acquire the Company and has agreed to certain
restrictions on its ability to respond to such proposals, subject
to the fulfillment of the fiduciary duties of the Company's board
of directors.

A copy of the Agreement and Plan of Merger is available at:

                        http://is.gd/K7RxfT

                    About OP-TECh Environmental

East Syracuse, N.Y.-based OP-TECH Environmental Services, Inc.,
provides comprehensive environmental and industrial cleaning and
decontamination services predominately in New York, New England,
Pennsylvania, New Jersey, and Ohio.

Dannible & McKee, LLP, in their audit report, dated May 14, 2013,
for the fiscal year ended Dec. 31, 2012, expressed substantial
doubt about OP-TECH Environmental's ability to continue as a going
concern.  The independent auditors noted that the Company has
negative working capital and a stockholders' deficit at Dec. 31,
2012, and caused violations of the Company's financing agreements.

The Company reported net income of $1.0 million on $32.3 million
of revenues in 2012, compared with a net loss of $7.5 million on
$30.7 million of revenues in 2011.

The Company's balance sheet at March 31, 2013, showed $8.99
million in total assets, $12.79 million in total liabilities and a
$3.79 million shareholders' deficit.


OPTIMUMBANK HOLDINGS: Regains Compliance with NASDAQ Bid Price
--------------------------------------------------------------
OptimumBank Holdings, Inc., the parent company of OptimumBank, has
received a letter from The NASDAQ Stock Market advising that the
Company has regained compliance with Nasdaq's minimum bid price
listing requirements.

As previously disclosed, on June 20, 2012, Nasdaq staff notified
the Company that its common stock failed to maintain a minimum bid
price of $1.00 over the previous 30 consecutive business days as
required by the Listing Rule 5550(a)(2) of The Nasdaq Stock
Market.  On June 17, 2013, the Company received notification from
Nasdaq that for 10 consecutive business days, from June 3 through
June 14, 2013, the closing bid price of the Company's common stock
has been at $1.00 per share or greater and the Company has
regained compliance with Listing Rule 5550(a)(2).  The matter is
now considered closed.

"We are very pleased that the stock has regained compliance and
will continue to be traded on the Nasdaq Capital Market.  This is
a positive development for the Company and our shareholders and is
in line with our desire to remain a public company.  The liquidity
of public ownership lets shareholders trade easily and encourages
greater investor participation.  As a public firm we may more
easily use our shares as future merger and acquisition currency,"
stated Moishe Gubin, Chairman of OptimumBank Holdings, Inc.

                    About OptimumBank Holdings

OptimumBank Holdings, Inc., headquartered in Fort Lauderdale,
Fla., is a one-bank holding company and owns 100% of OptimumBank,
a state (Florida)-chartered commercial bank.

Optimumbank Holdings disclosed a net loss of $4.69 million in
2012, as compared with a net loss of $3.74 million in 2011.
The Company's balance sheet at March 31, 2013, showed
$135.60 million in total assets, $130.87 million in total
liabilities and $4.73 million in total stockholders' equity.

                        Regulatory Matters

Effective April 16, 2010, the Bank consented to the issuance of a
Consent Order by the  Federal Deposit Insurance Corporation and
the the Florida Office of Financial Regulation, also effective as
of April 16, 2010.

The Consent Order represents an agreement among the Bank, the FDIC
and the OFR as to areas of the Bank's operations that warrant
improvement and presents a plan for making those improvements.
The Consent Order imposes no fines or penalties on the Bank.  The
Consent Order will remain in effect and enforceable until it is
modified, terminated, suspended, or set aside by the FDIC and the
OFR.


ORCHARD SUPPLY: Meeting to Form Creditors' Panel on June 26
-----------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on June, 26 2013, at 10:30 a.m. in
the bankruptcy case of Orchard Supply Hardware Stores Corporation,
et al.  The meeting will be held at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 5209
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                       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 U.S. Bankruptcy
Court for the District of Delaware before Hon. Christopher S.
Sontchi.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.

Moelis & Company LLC serves as the Debtors' investment banker.
FTI Consulting, Inc., serves as the Debtors' financial advisors.
A&G Realty Partners, LLC, serves as the Debtors' real estate
advisors.  BMC Group Inc. is the Debtors' claims and noticing
agent.


ORCHARD SUPPLY: Hiring Approvals Sought
---------------------------------------
BankruptcyData reported that Orchard Supply Hardware Stores filed
with the U.S. Bankruptcy Court motions to retain:

   * FTI Consulting (Contact: Stephen L. Coulo) as financial and
strategic communications advisor at the following hourly rates:
senior managing director at $700 to 895, director, senior
director, managing director at 500 to 745, consultant, senior
consultant at 280 to 530 and administrative, paraprofessional at
115 to 23;

   * Moelis & Company (Contact: Steven G. Panagos) as investment
banker for a monthly cash fee of up to $150,000 per month;

   * DLA Piper (Contact : Richard A. Chesley) as counsel at the
following hourly rates: professional and paraprofessional at $240
to 965; and

   * A&G Realty Partners (Contact: Peter Lynch) as real estate
consultant and advisor at the following hourly rates: partner at
$765 to 965, associate at 490 to 655 and paralegal at 240.

                       About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

Orchard Supply and its two affiliates delivered their voluntary
petitions for protection under Chapter 11 of the Bankruptcy Code
on June 16, 2013.  The case is pending at the United States
Bankruptcy Court for the District of Delaware before Hon.
Christopher S. Sontchi.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.

Moelis & Company LLC serves as the Debtors' investment banker.
FTI Consulting, Inc., serves as the Debtors' financial advisors.
A&G Realty Partners, LLC, serves as the Debtors' real estate
advisors.  BMC Group Inc. is the Debtors' claims and noticing
agent.


ORCHARD SUPPLY: Delays May 4 Form 10-Q Due to Bankruptcy Filing
---------------------------------------------------------------
Orchard Supply Hardware Stores Corporation has determined that it
is unable to file its quarterly report on Form 10-Q for the
quarter ended May 4, 2013, in a timely manner and that it does not
expect to be able to file the Form 10-Q within the five-day
extension permitted by the rules of the United States Securities
and Exchange Commission.

Due to the demands associated with the bankruptcy filing and
related activities, the Company has been unable to complete the
preparation of its Form 10-Q for the quarterly period ended May 4,
2013.

The Company is currently unable to provide a reasonable estimate
of its first quarter 2013 results of operations due to the
Company's focus on its ongoing bankruptcy reorganization
proceedings and the proposed sale of substantially all of its
assets to Lowes Companies, Inc., under Section 363 of the
Bankruptcy Code.  Accordingly, the Company cannot at this time
estimate what significant changes will be reflected in its first
quarter 2013 results of operations compared to its first quarter
2012 results of operations.

                        About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

Orchard Supply and its two affiliates delivered their voluntary
petitions for protection under Chapter 11 of the Bankruptcy Code
on June 16, 2013.  The case is pending at the United States
Bankruptcy Court for the District of Delaware before Hon.
Christopher S. Sontchi.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.

Moelis & Company LLC serves as the Debtors' investment banker.
FTI Consulting, Inc., serves as the Debtors' financial advisors.
A&G Realty Partners, LLC, serves as the Debtors' real estate
advisors.  BMC Group Inc. is the Debtors' claims and noticing
agent.


ORCHARD SUPPLY: Gets Delisting Notice From NASDAQ
-------------------------------------------------
Orchard Supply Hardware Stores Corporation, on June 17, 2013,
received a written notice from the NASDAQ Stock Market LLC stating
that the Company's securities will be delisted from the NASDAQ
Stock Market in accordance with Listing Rules 5101, 5110(b), and
IM-5101-1.  NASDAQ's determination is based on the following
factors:

   (i) the Company's previously announced Chapter 11 filing and
       associated public interest concerns raised by it;

  (ii) concerns regarding the residual equity interest of the
       existing listed securities holders; and

(iii) concerns about the Company's ability to regain or sustain
       compliance with all requirements for continued listing on
       The NASDAQ Stock Market.

The Notice states that unless the Company appeals the
determination, trading in the Company's common stock will be
suspended at the opening of business on June 26, 2013, and a Form
25-NSE will be filed with the Securities and Exchange Commission
which will remove the Company's common stock from listing and
registration on The NASDAQ Stock Market.  The Company currently
does not intend to appeal the delisting determination.

                        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.


ORCKIT COMMUNICATIONS: Files Plan of Arrangement in Israel
----------------------------------------------------------
Orckit filed a petition with the District Court of Tel Aviv-Jaffa
regarding a proposed plan of arrangement with the holders of
Orckit's Series A notes and Series B notes under Section 350 of
the Israeli Companies Law, 5759-1999.  As of June 1, 2013, the
outstanding debt of the Notes was NIS 59.4 million (approximately
$16.5 million).  On June 20, 2013, the Court granted permission to
the Company to convene meetings of the Company's Note Holders and
shareholders to vote upon the Arrangement.  The Company expects to
publish notices convening those meetings in the coming days.

In exchange for the Notes and the full retirement thereof, the
Note Holders would receive a cash payment in the aggregate amount
of $7 million, which payment will be made in New Israeli Shekels,
based on the most recent representative rate of exchange published
by the Bank of Israel prior to the payment date.

The outstanding debt under the Notes, after the payment $7 million
cash would be exchanged for Ordinary Shares of Orckit at the price
of $0.52 per share.

The Note Holders would receive, together with each of Orckit's
Ordinary Shares, two warrants, each exercisable for one Ordinary
Share at the price of $0.52 per share, for a period of four years.

Pursuant to the terms of the Strategic Investment Agreement with
Networks, Orckit will be issued common stock of Networks
constituting 10 percent of the outstanding capital stock of
Networks on a fully diluted basis.  Pursuant to the Arrangement,
the Networks Shares will be held by a newly formed, wholly owned
Israeli subsidiary of Orckit, and both the Networks3 Shares and
all of the shares in that subsidiary, as well as the bank account
of such subsidiary, will be pledged for the benefit of the trustee
of the Note Holders.  Any property distributed in respect of those
shares and any proceeds from the sale of those shares will
be distributed by the trustee to the Note Holders.  Orckit
and its new subsidiary will not have the right sell any of the
Networks Shares or the shares of the new subsidiary, without the
prior consent of the trustee.

A copy of the Form 6-K is available for free at:

                        http://is.gd/8ews3F

                           About Orckit

Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT)
engages in the design, development, manufacture and marketing of
advanced telecom equipment to telecommunication service providers
in metropolitan areas.  The Company's products are transport
telecommunication equipment targeting high capacity packetized
metropolitan networks.

ORCKIT Communications disclosed a net loss of $6.46 million on
$11.19 million of revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $17.38 million on $15.58 million of
revenues for the year ended Dec. 31, 2011.

Kesselman & Kesselman, 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 a
capital deficiency, recurring losses, negative cash flows from
operating activities and has significant future commitments to
repay its convertible subordinated notes.  These facts raise
substantial doubt as to the Company's ability to continue as a
going concern.

The Company's balance sheet at March 31, 2013, showed US$14.93
million in total assets, US$25.28 million in total liabilities and
a US$10.35 million total capital deficiency.


ORECK CORP: U.S. Trustee Balks at Sale Break-up Fee
---------------------------------------------------
The U.S. Trustee for Region 8 asks the U.S. Bankruptcy Court for
the Middle District of Tennessee to deny approval of (i) the sale
procedures and (ii) stalking horse asset purchase agreement with
Oreck Acquisition Holdings LLC, unless the objections are
addressed.

According to the U.S. Trustee, (i) the break-up fee is excessive;
(ii) it appears that Section 5.5 of the Stalking Horse APA refers
to the breakup-fee and the expense reimbursement as a "carve-out."

The U.S. Trustee says that it is unclear why a break-up fee to the
stalking horse bidder would come ahead of other Chapter 11
administrative expenses without satisfying the requirements of a
superpriority administrative expense.

On May 24, 2013, the Court entered an expedited order approving
procedures governing the sale of substantially all assets.
Pursuant to the procedures, these deadlines had been set:

         Bid Deadline:               July 1
         Auction:                    July 8
         Sale Hearing:               July 16, at 9 a.m.

If no qualified bids are received other than the stalking horse
bidder, the Debtors will cancel and not hold an auction and the
APA will be deemed to be the highest or best bidder.  The sale
hearing has been set for July 9, at 9 a.m., if the successful
bidder is the stalking horse bidder.

Pursuant to the APA, Oreck Acquisition Holdings LLC agreed to
purchase the assets for $21,882,000 in a private sale or public
auction.  Oreck Acquisition required a break up fee of $800,000
and expense reimbursement of $1,200,000.

                         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.

William L. Norton III, Esq., at Bradley Arant Boult Cummings LLP,
serves as counsel to the Debtor.  BMC Group Inc. is the claims and
notice agent. Sawaya Segalas & Co., LLC serves as financial
advisor.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.  Daniel H. Puryear, Esq., at Puryear Law
Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP represent the Committee.  The Committee
tapped to retain Gavin/Solmonese LLC as it financial advisor.


ORECK CORP: Committee Taps Daniel Puryear as Nashville Co-Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Oreck Corporation asks the U.S. Bankruptcy Court for the
Middle District of Tennessee for permission to retain Daniel H.
Puryear at Puryear Law Group as its Nashville co-counsel.

Mr. Puryear's primary role in the case will involve (i) serving as
local counsel and assisting the lead counsel, Lowenstein Sandler
LLP in matters involving local law; (ii) handling discrete matters
as conflicts counsel where Lowenstein Sandler may be prohibited
from assisting the Committee due to the existence of a conflict of
interest; and (iii) handle other matters as agreed to by
Mr. Puryear and Lowenstein Sandler.

The hourly rates of Mr. Puryear and its personnel are:

         Daniel H. Puryear                 $325
         Associates                        $195
         Paralegals                        $125

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

A July 9, 2013, hearing at 9 a.m., has been set.  Objections, if
any, are due June 25.

                         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.

William L. Norton III, Esq., at Bradley Arant Boult Cummings LLP,
serves as counsel to the Debtor.  BMC Group Inc. is the claims and
notice agent. Sawaya Segalas & Co., LLC serves as financial
advisor.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.  Daniel H. Puryear, Esq., at Puryear Law
Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP represent the Committee.  The Committee
tapped to retain Gavin/Solmonese LLC as it financial advisor.


ORECK CORP: Committee Hires Gavin/Solmonese as Financial Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Oreck Corporation asks the U.S. Bankruptcy Court for the
Middle District of Tennessee for permission to retain Gavin/
Solmonese LLC as its financial advisor.

Gavin/Solmonese will, among other things:

   1. review and analyze historical financial performance,
      and transactions between and among the Debtors, their
      creditors, affiliates and other entities;

   2. determine the reasonableness of a projected performance
      of the Debtors, both historical and future; and

   3. review and analyze all material contracts or agreements.

The hourly rates of Gavin/Solmonese's personnel are:

         Edward T. Gavin, CTP                   $600
         Wayne P. Weitz                         $475
         Other Professionals                $250 - $650

Gavin/Salmonese has agreed to a cap on its fees until July 1,
2013, of $85,000.

A July 9, hearing at 9 a.m., hearing has been set.  Objections, if
any, are due June 25.

                         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.

William L. Norton III, Esq., at Bradley Arant Boult Cummings LLP,
serves as counsel to the Debtor.  BMC Group Inc. is the claims and
notice agent. Sawaya Segalas & Co., LLC serves as financial
advisor.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.  Daniel H. Puryear, Esq., at Puryear Law
Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP represent the Committee.  The Committee
tapped to retain Gavin/Solmonese LLC as it financial advisor.


ORECK CORP: Committee Taps Lowenstein Sandler as Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Oreck Corporation asks the U.S. Bankruptcy Court for the
Middle District of Tennessee for permission to retain Lowenstein
Sandler LLP as its counsel.

Sharon L. Levine, Esq., a partner at the firm, tells the Court
that Lowenstein Sandler's hourly rates are:

         Partners                          $475 - $945
         Senior Counsel and Counsel        $385 - $685
         Associates                        $260 - $495
         Paralegals and Assistants         $155 - $260

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

A July 9, 2013, hearing has been set.  Objections, if any, are due
June 25.

                         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.

William L. Norton III, Esq., at Bradley Arant Boult Cummings LLP,
serves as counsel to the Debtor.  BMC Group Inc. is the claims and
notice agent. Sawaya Segalas & Co., LLC serves as financial
advisor.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.  Daniel H. Puryear, Esq., at Puryear Law
Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP represent the Committee.  The Committee
tapped to retain Gavin/Solmonese LLC as it financial advisor.


OTELCO INC: Stephen McCall Appointed Board Chairman
---------------------------------------------------
Stephen P. McCall was appointed chairman of the Board of Directors
of Otelco Inc.  Mr. McCall replaces Michael D. Weaver, who remains
a director, president and chief executive officer of the Company.

Also on June 18, 2013, Mr. McCall ceased to be a member of the
Nominating and Corporate Governance Committee of the Board and
Norman C. Frost was appointed to the Nominating and Corporate
Governance Committee, joining Andrew Meyers and Gary L. Sugarman,
with Mr. Sugarman as chair.

The 2013 Annual Meeting of the stockholders of the Company will be
held on Aug. 13, 2013, in Portland, Maine.  Only stockholders of
record as of the close of business on July 12, 2013, will be
entitled to notice of and to vote at the Annual Meeting.  In order
to be considered for inclusion in the proxy statement relating to
the Annual Meeting, stockholder proposals must be submitted in
writing to the Secretary of the Company, Curtis L. Garner, Jr., at
Otelco Inc., 505 Third Avenue East, Oneonta, Alabama 35121, and be
received by no later than June 28, 2013.  Similarly, in order for
a stockholder proposal to be raised from the floor during the
Annual Meeting, written notice must be received by the Company no
later than June 28, 2013, and must contain the information
required by the Company's by-laws.  Stockholders may contact the
Secretary of the Company at the above-described address for a copy
of the relevant provisions of the Company's by-laws regarding the
requirements for making stockholder proposals and nominating
director candidates.

                        About Otelco Inc.

Oneonta, Alabama-based Otelco Inc. operates eleven rural local
exchange carriers ("RLECs") serving subscribers in north central
Alabama, central Maine, western Massachusetts, central Missouri,
western Vermont and southern West Virginia.

On March 24, 2013, the Company and each of its direct and indirect
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-
10593) in order to effectuate their prepackaged Chapter 11 plan of
reorganization -- a plan that already has been accepted by 100% of
the Company's senior lenders, as well as holders of over 96% in
dollar amount of Otelco's senior subordinated notes who cast
ballots.  Otelco's restructuring plan will strengthen the Company
by deleveraging its balance sheet and reducing its overall
indebtedness by approximately $135 million.

The Company's restructuring counsel is Willkie Farr & Gallagher
LLP and its financial advisor is Evercore Partners.  The
restructuring counsel for the administrative agent for the senior
lenders is King & Spalding LLP and its financial advisor is FTI
Consulting.


OVERLAND STORAGE: Shareholders Elect Four Directors
---------------------------------------------------
At the 2012 annual meeting of shareholders of Overland Storage,
Inc., which was held on June 18, 2013, the shareholders elected
Robert A. Degan, Joseph A. De Perio, Eric L. Kelly, and Vivekanand
Mahadevan to the Board of Directors.  The shareholders ratified
the appointment of Moss Adams LLP as the Company's independent
registered public accounting firm for the fiscal year ending June
30, 2013.  The shareholders also approved, on an advisory basis,
the compensation of the Company's named executive officers and
indicated "one year" as the preferred frequency of future advisory
votes on executive compensation.

                       About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company incurred a net loss of $16.16 million for the fiscal
year 2012, compared with a net loss of $14.49 million for the
fiscal year 2011.  For the nine months ended March 31, 2013, the
Company incurred a net loss of $14.22 million on $35.95 million of
net revenue, as compared with a net loss of $13.46 million on
$44.33 million of net revenue for the same period during the prior
year. The Company's balance sheet at March 31, 2013, showed $38.40
million in total assets, $44.79 million in total liabilities and a
$6.38 million total shareholders' deficit.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company's recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


OVERSEAS SHIPHOLDING: SCS Settlement Approved
---------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Overseas Shipholding Group's motion for approval of (i) settlement
agreement with Shanghai Jiangnan-ChangxingShipbuilding Co. (SCS),
(ii) lifting the automatic stay to the extent necessary to permit
setoff under the settlement agreement and (iii) granting the
Debtors such other and further relief as the Court deems just and
proper.

As previously reported, under this agreement, SCS will set off the
guarantee engineer claim against the warranty claim and pay a
settlement of $145,750, BData related.

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


OXFORD RESOURCE: Forbearance with Citicorp Extended to July 1
-------------------------------------------------------------
Oxford Mining Company, LLC, Oxford Resource Partners, LP, and
certain subsidiaries, have supplemented their forbearance
agreement with Citicorp USA, Inc., as administrative agent to the
Credit Agreement dated as of July 6, 2010, as amended.  The
purpose of the supplement was to extend the forbearance period
provided for in the initial forbearance agreement to July 1, 2013.

As of May 15, 2013, and thereafter, Oxford Mining has failed to
comply with certain financial covenants specified in the Credit
Agreement, which failures constitute immediate events of default
under the Credit Agreement.  As a result of the defaults, the
lenders under the Credit Agreement would have had the ability to
declare all outstanding amounts under the Credit Agreement
immediately due and payable and exercise all other rights and
remedies available to the Lenders under the Credit Agreement and
related loan documents.

The Credit Agreement is comprised of a $115 million revolving
credit line that matures in July 2013 and a $60 million term loan
that matures in July 2014.  As of June 18, 2013, the Borrower had
$147.5 million in borrowings outstanding consisting of $104
million under the revolving credit line and $43.5 million under
the term loan.  The Borrower also has $10.9 million in letters of
credit outstanding under the Credit Agreement in support of surety
bonds, which bonds are primarily issued with respect to
reclamation obligations.

                        About Oxford Resource

Columbus, Ohio-based Oxford Resource Resource Partners, LP, is a
low-cost producer of high value steam coal, and is the largest
producer of surface mined coal in Ohio.

The Company reported a net loss of $20.2 million on $287.0 million
of revenues for the nine months ended Sept. 30, 2012, compared
with a net loss of $4.0 million on $304.1 million of revenues for
the same period of 2011.  As of March 31, 2013, the Company had
$227.91 million in total assets, $222.60 million in total
liabilities and $5.30 million in total partners' capital.


PARADISE VALLEY: Plan Confirmation Hearing Continued Until July 9
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana continued
until July 9, 2013, at 9 a.m., the hearing to consider final
approval of the Disclosure Statement and confirmation of Paradise
Valley Holdings LLC's Plan of Reorganization.  Objections, if any,
are due June 25, 2013.

The Debtor has requested the Court to vacate the hearing so that
it can engage in the requisite discovery because American Bank has
amended its proofs of claim (a) creating an unsecured claim for
which American Bank has filed a ballot, (b) creating additional
issues in opposition to the Paradise's objection to the American
Bank claim, and (c) resulting in a motion for relief from the
automatic stay.

American Bank has also objected to the confirmation of the Plan
because, among other things:

   1. the Debtor's Proposed Amended Plan is not feasible,
      it is speculative, conjectural, and unrealistic; and

   2. each Class of Impaired Claims has not accepted the Plan
      to allow confirmation.

Doug James, Esq. -- Doug.James@moultonbellingham.com -- and Brian
Marty, Esq., at Moulton Bellingham PC represent American Bank.

                About Paradise Valley Holdings LLC

Paradise Valley Holdings LLC filed a Chapter 11 petition (Bankr.
D. Mont. Case No. 12-61585) in Butte, Montana on Sept. 28, 2012.
Paradise Valley, also known as Bullis Creek Ranch, disclosed
$14.2 million in total assets and $13.1 million in total
liabilities.  The Debtor owns properties in Park County, worth
$14.0 million, and secures a $12.0 million debt to American Bank.
The Debtor disclosed that part of the secured claims against the
property is a judgment lien in the amount of $250,000 held by the
Museum of the Rockies Inc. resulting from a lawsuit against the
debtor for breach of contract.  A copy of the schedules is
available at http://bankrupt.com/misc/mtb12-61585.pdf

Judge Ralph B. Kirscher oversees the case.  James A. Patten, Esq.
at Patten, Peterman, Bekkedahl & Green, P.L.L.C. serves as the
Debtor's legal counsel.


PARADISE VALLEY: Wants to Hire Timothy Murphy as Realtor
--------------------------------------------------------
Paradise Valley Holdings, LLC, has filed a second amended
application with the U.S. Bankruptcy Court for the District of
Montana, seeking permission to employ Timothy Murphy, of Hall &
Hall Partners L.L.P. in Bozeman, Montana, as realtor.  Mr. Murphy
will market and broker sale a portion of the Debtor's real
property.

The Debtor agreed to pay 5 percent commission if the commission is
split with a cooperating broker outside of Hall & Hall, or
4 percent commission if Hall & Hall also represent the buyer.  The
firm has not received a retainer fee or other advanced payment.

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

                About Paradise Valley Holdings LLC

Paradise Valley Holdings LLC filed a Chapter 11 petition (Bankr.
D. Mont. Case No. 12-61585) in Butte, Montana on Sept. 28, 2012.

Paradise Valley, also known as Bullis Creek Ranch, disclosed
$14.2 million in total assets and $13.1 million in total
liabilities.  The Debtor owns properties in Park County, worth
$14.0 million, and secures a $12.0 million debt to American Bank.
The Debtor disclosed that part of the secured claims against the
property is a judgment lien in the amount of $250,000 held by the
Museum of the Rockies Inc. resulting from a lawsuit against the
debtor for breach of contract.  A copy of the schedules is
available at http://bankrupt.com/misc/mtb12-61585.pdf

Judge Ralph B. Kirscher oversees the case.  James A. Patten, Esq.
at Patten, Peterman, Bekkedahl & Green, P.L.L.C. serves as the
Debtor's legal counsel.


PARKWAY ACQUISITION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Parkway Acquisition I, LLC
          aka Parkway Hospital Associates
        c/o Robert G. Aquino, Sr.
        3217 214th Street
        Bayside, NY 11361

Bankruptcy Case No.: 13-12015

Chapter 11 Petition Date: June 17, 2013

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Shelley C. Chapman

Debtor's Counsel: Kevin J. Nash, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN, LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212)-301-6944
                  Fax: (212) 422-6836
                  E-mail: KNash@gwfglaw.com

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

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

The petition was signed by Robert G. Aquino, Sr., sole manager and
member.

Related entities with pending bankruptcy cases:

        Entity                        Case No.
        ------                        --------
Capitol Health Management, Inc.       08-13934
Boro Healthcare of Union              08-13935
Boro Medical, P.C.                    08-13936
Boro Medical of New York, Inc.        08-13937
Boro Medical of Westchester           08-13938
Boulevard Surgical Center, Inc.       08-13939
Lifeco Medical, P.C.                  08-13940
The Parkway Hospital, Inc.            05-14876

Parkway's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
New York City Department of Finance--                   $3,958,922
1 Centre Street
New York, NY 10038

Healthpro Nursing Solutions, LLC   --                     $375,215
76 North Broadway
Hicksville, NY 11801

Mettle Enterprises, LLC            --                     $177,000
100 Motor Parkway, Suite 160
Hauppague, NY 11788

Consolidated Edison Company        --                     $120,000

Nouveau Elevator Industries, Inc.  --                      $79,186

Direct Care Corp.                  --                      $66,887

Honeywell International, Inc.      --                      $56,933

Wasserman Triefler Plumbing &      --                      $38,357
Heating Corp.

Environmental Control Board        --                      $37,400

Prospective Payment Specialists    --                      $28,513

Gazetten Construction, Inc.        --                      $28,314

Segna Electric, Inc.               --                      $15,877

Empire Industrial Systems Corp.    --                      $15,821

Unity Cool Corp.                   --                      $14,732

New York Plumbing & Heating Corp.  --                      $11,388

Commercial Cooling Service, Inc.   --                       $6,368

Island Acoustics, Inc.             --                       $3,660

MacKenzie Automatic Doors, Inc.    --                       $3,377

Marren Mechanical, Inc.            --                       $2,713

Envirospect, Inc.                  --                       $1,671


PEAK RESORT: Case to Be Converted to Chapter 7 Effective July 1
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York,
according to Peak Resorts, Inc., et al.'s case docket, ordered
that Peak Resorts' Chapter 11 case will be converted to Chapter 7
of the Bankruptcy Code effective July 1, 2013.

The Federal Deposit Insurance Corporation, in its capacity as
Receiver for Tennessee Commerce Bank, requested conversion of the
Debtors' cases because the Debtors have not filed a plan of
reorganization or liquidation, nor is there any indication that
they intend to do so, despite consummating the sale of
substantially all of their assets. The FDIC-Receiver is concerned
that there may be competing interests between the purchaser and
the Debtors' estates regarding, inter alia, what claims are paid,
in what amount and in what priority.

Jeremy R. Johnson, Esq. -- jrjohnson@mwe.com -- and Ryan A.
Wagner, Esq., at McDermott Will & Emery LLP represents the FDIC.

                        About Peak Resorts

Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case
Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on
Aug. 1, 2012.  The affiliates are Hope Lake Investors LLC,
V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc.

Peak Resorts owns 888.5 acres of real estate, including the "Greek
Peak Mountain Resort", a four-season resort development located in
Virgil, New York.  The 888.5-acre property is located 8 miles from
Cortland, New York and has the largest day trip area in Central
New York state.  REDI LLC owns 402.7 acres of adjacent property.
Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor
Water Park, a 151-room hotel and resort facility in Virgil,
Cortland County.   The Debtors have a total of 264 employees.

Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the
case.  Lawyers at Harris Beach PLLC serve as the Debtors' counsel.

The Debtors scheduled these assets and debts:

                   Scheduled Assets         Scheduled Liabilities
                   ----------------         ---------------------
Hope Lake             $27,180,635                $48,800,528
Peak Resorts          $12,991,230                $26,558,438
REDI, LLC              $1,298,401                 $3,851,808

The petitions were signed by Allen R. Kryger, president.


PETER DEHAAN: Can Use Cash Collateral Thru July 15
--------------------------------------------------
Judge Randall L. Dunn has authorized Peter Dehaan Holsteins, LLC,
to use cash collateral through July 15, 2013, solely to pay costs
and expenses it incurred in the ordinary course of its business,
consistent with a prepared budget.

As adequate protection for any cash collateral used by the Debtor,
Northwest Farm Credit Services, PCA, is granted a perfected lien
or liens to secure an amount up to the allowed amount of Farm
Credit's prepetition secured claim against the Debtor, equal to
the extent of any diminution in value of Farm Credit's prepetition
collateral.

A copy of the prepared Budget for June to July 2013 is available
for free at http://PETERDEHAAN_JunetoJuly2013Bdgt.pdf

The Debtor's authority to sell "cull cattle" and use the proceeds
of such sales in the operation of the Debtor's business will be
limited to the aggregate amounts shown in the Budget.

Farm Credit's limited objections are overruled, the Court further
ordered.   Farm Credit objected to an extension of the cash
collateral order through Oct. 31, 2013.  Farm Credit asserted that
the expiration date should be tied to the probably confirmation
hearing date if the Debtor files an amended plan as promised and
if no amended plan is filed, the cash collateral order should
terminate.

John D. Albert, Esq., of Albert & Tweet, LLP, serves as attorney
to Farm Credit.

                   About Peter DeHaan Holsteins

Peter DeHaan Holsteins, LLC, is a recognized leader in the dairy
industry and well known for producing high quality milk products.
Pete DeHaan Jr., the Debtor's 100% owner and Managing Member, has
managed and operated dairy facilities in Oregon for over 15 years.
The Debtor's principal source of income is from the production and
sale of milk, which is shipped to Northwest Dairy Association, a
cooperative that transports, processes and sells the resulting
milk products.  In 2011, the Debtor produced 56,137,722 pounds of
whole milk which generated gross income of $11.19 million.

Peter DeHaan Holsteins employs 36 employees and its dairy herd
consists of 2,194 cows and 2,382 heifers for a total of 4,576
animals.  The dairy operations are conducted at three separate
farms located in Yamhill County and Washington County Oregon.  The
primary farm consists of milking facilities and a 230 acre farm
located at 22180 Lafayette Highway Salem, Oregon.  A second farm
is leased from Alan and Alice Beardsley which includes dairy
facilities and 280 acres of farmland located in Gaston, Oregon.  A
third farm consisting of 245 acres is owned by the Debtor and is
located in McMinnville, Oregon.  The McMinnville Farm is used
primarily for raising replacement heifers and growing crops used
to feed the Debtor's dairy cattle.

Peter DeHaan Holsteins filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35080) on June 29, 2012.  The Debtor estimated
assets of $10 million to $50 million and liabilities of up to
$10 million.  The Debtor is represented by Jeffrey C. Misley,
Esq., at Sussman Shank LLP, in Portland.

In its schedules, the Debtor disclosed $11,161,063 in assets and
$8,307,564 in liabilities.


PETER DEHAAN: Files Amended Plan & Disclosure Statement
-------------------------------------------------------
Peter Dehaan Holsteins, LLC submitted to the U.S. Bankruptcy Court
for the District of Oregon a First Amended Plan of Reorganization
and Disclosure Statement dated May 20, 2013.

The First Amended Disclosure Statement discusses at length
alternative scenarios on the proposed treatment for Class 1
Northwest Farm Credit Services, PCA Secured Claim.

A full-text copy of the First Amended Disclosure Statement is
available for free at http://PETERDEHAAN_AmdDSMay20.PDF

Jeffrey C. Misley, Esq. -- jmisley@sussmanshank.com -- and Timothy
A. Solomon, Esq. -- tsolomon@sussmanshank.com -- of Sussman Shank
LLP in Portland, Oregon, represent the Debtor.

                   About Peter DeHaan Holsteins

Peter DeHaan Holsteins, LLC, is a recognized leader in the dairy
industry and well known for producing high quality milk products.
Pete DeHaan Jr., the Debtor's 100% owner and Managing Member, has
managed and operated dairy facilities in Oregon for over 15 years.
The Debtor's principal source of income is from the production and
sale of milk, which is shipped to Northwest Dairy Association, a
cooperative that transports, processes and sells the resulting
milk products.  In 2011, the Debtor produced 56,137,722 pounds of
whole milk which generated gross income of $11.19 million.

Peter DeHaan Holsteins employs 36 employees and its dairy herd
consists of 2,194 cows and 2,382 heifers for a total of 4,576
animals.  The dairy operations are conducted at three separate
farms located in Yamhill County and Washington County Oregon.  The
primary farm consists of milking facilities and a 230 acre farm
located at 22180 Lafayette Highway Salem, Oregon.  A second farm
is leased from Alan and Alice Beardsley which includes dairy
facilities and 280 acres of farmland located in Gaston, Oregon.  A
third farm consisting of 245 acres is owned by the Debtor and is
located in McMinnville, Oregon.  The McMinnville Farm is used
primarily for raising replacement heifers and growing crops used
to feed the Debtor's dairy cattle.

Peter DeHaan Holsteins filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35080) on June 29, 2012.  The Debtor estimated
assets of $10 million to $50 million and liabilities of up to
$10 million.  The Debtor is represented by Jeffrey C. Misley,
Esq., at Sussman Shank LLP, in Portland.

In its schedules, the Debtor disclosed $11,161,063 in assets and
$8,307,564 in liabilities.


PLUG POWER: Hans Black Held 9.7% Equity Stake at June 10
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Hans P. Black and his affiliates disclosed
that, as of June 10, 2013, they beneficially owned 7,839,000
shares of common stock of Plug Power Inc. representing 9.72
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/ikCVg4

                         About Plug Power

Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.

KPMG LLP, in Albany, New York, expressed substantial doubt about
Plug Power's ability to continue as a going concern, following
their audit of the Company's financial statements for the year
ended Dec. 31, 2012, citing the Company's recurring losses from
operations and substantial decline in working capital.

The Company's balance sheet at March 31, 2013, showed
$37.1 million in total assets, $29.4 million in total liabilities,
and stockholders' equity of $7.7 million.


PLUG POWER: Declares Dividend on Preferred Shares
-------------------------------------------------
Plug Power Inc., on June 11, 2013, declared the issuance of a
dividend on the Series C Preferred Stock payable in shares of
Common Stock.  On June 17, 2013, an aggregate of 39,324 shares of
Common Stock were paid to holders of record of the Series C
Preferred Stock at the close of business on June 15, 2013.  The
Company paid cash in lieu of any fractional shares resulting from
the dividend.

Plug Power previously filed a Certificate of Designations of
Series C Redeemable Convertible Preferred Stock with the Secretary
of State of the State of Delaware establishing the rights,
preferences, privileges, qualifications, restrictions and
limitations regarding the Company's Series C Redeemable
Convertible Preferred Stock, par value $0.01 per share.  The
Series C Preferred Stock is entitled to receive dividends at a
rate of 8 percent per annum payable in equal quarterly
installments in cash or in shares of the Company's common stock,
par value $0.01 per share, at the Company's option.

                         About Plug Power

Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.

KPMG LLP, in Albany, New York, expressed substantial doubt about
Plug Power's ability to continue as a going concern, following
their audit of the Company's financial statements for the year
ended Dec. 31, 2012, citing the Company's recurring losses from
operations and substantial decline in working capital.

The Company's balance sheet at March 31, 2013, showed
$37.1 million in total assets, $29.4 million in total liabilities,
and stockholders' equity of $7.7 million.


RADNOR HOLDINGS: Skadden Can Collect Disputed $4MM Fee
------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that a Delaware
bankruptcy judge awarded Skadden Arps Slate Meagher & Flom LLP $4
million in fees for its work representing Radnor Holdings Corp.,
casting aside an objection from the defunct packaging company's
former CEO that accused the firm of broad misconduct in the case.

According to the report, in a 30-page opinion, U.S. Bankruptcy
Judge Peter J. Walsh tore down former Radnor executive Michael T.
Kennedy's theory that the firm colluded with Tennenbaum Capital
Partners LLC to sink Radnor's reorganization so the hedge fund
could acquire the company.

                    About Radnor Holdings

Based in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/-- manufactured and
distributed a broad line of disposable food service products in
the United States, and specialty chemicals worldwide.  The Debtor
and its affiliates filed for chapter 11 protection on August 21,
2006 (Bankr. D. Del. Lead Case No. 06-10894).  Gregg M. Galardi,
Esq., and Sarah E. Pierce, Esq., at Skadden, Arps, Slate, Meagher
&Flom, LLP, in Wilmington, Del.; and Timothy R. Pohl, Esq.,
Patrick J. Nash, Jr., Esq., and Rena M. Samole, Esq., at Skadden,
Arps, Slate, Meagher &Flom, LLP, in Chicago, Ill., serve as the
Debtors' bankruptcy counsel.  When the Debtors filed for
protection from their creditors, they disclosed total assets of
$361,454,000 and total debts of $325,300,000.


REALBIZ MEDIA: Incurs $563K Net Loss Fiscal 2013 Second Qtr.
------------------------------------------------------------
Realbiz Media Group, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $563,333 on $319,174 of revenues for
the three months ended April 30, 2013, compared with a net loss of
$176,740 on $290,873 of revenues for the three months ended
April 30, 2012.

The Company reported a net loss of $841,969 on $591,169 of
revenues for the six months ended April 30, 2013, compared with a
net loss of $400,381 on $617,620 of revenues for the six months
ended April 30, 2012.

The Company's balance sheet at April 30, 2013, showed $4.1 million
in total assets, $2.4 million in total liabilities, and
stockholders' equity of $1.7 million.

"The Company has incurred losses of $841,969 and $400,381 for the
six months ended April 30, 2013 and 2012 respectively.  At
April 30, 2013, the Company had a working capital deficit of
$2,281,396 and an accumulated deficit of $7,491,393.  It is
management's opinion that these facts raise substantial doubt
about the Company's ability to continue as a going concern without
additional debt or equity financing."
A copy of the Form 10-Q is available at http://is.gd/CbQCUn

Weston, Florida-based Realbiz Media Group, Inc., is a real estate
media service company that offers real estate listings over the
Internet.


RECEPTOS INC: Incurs $9.6-Mil. Net Loss in First Quarter
--------------------------------------------------------
Receptos, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $9.6 million on $1.5 million of collaborative
revenue for the three months ended March 31, 2013, compared with a
net loss of $3.9 million on $1.3 million of collaborative revenue
for the same period last year.

The Company's balance sheet at March 31, 2013, showed
$21.2 million in total assets, $7.6 million in total liabilities,
$27.3 million of Series A Convertible Preferred Stock,
$35.8 million of Series B Convertible Preferred Stock, and a
stockholders' deficit of $49.5 million.

According to the regulatory filing, the report of the Company's
independent registered public accounting firm included in its
final prospectus filed with the SEC on May 9, 2013, relating to
its Registration Statement on Form S-1 for its initial public
offering contained an explanatory paragraph on such consolidated
financial statements stating there was substantial doubt about the
Company's ability to continue as a going concern.

"Such an opinion could materially limit our ability to raise
additional funds through the issuance of new debt or equity
securities or otherwise.  There is no assurance that sufficient
financing will be available when needed to allow us to continue as
a going concern.  The perception that we may not be able to
continue as a going concern may cause others to choose not to deal
with us due to concerns about our ability to meet our contractual
obligations."

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

San Diego, Calif.-based Receptos, Inc., is a biopharmaceutical
company focused on discovering, developing and commercializing
innovative therapeutics in immune disorders.  Its product
candidates span three distinct specialty disease areas.  The
Company's lead asset, RPC1063, is being developed as an oral
therapy for the treatment of Relapsing Multiple Sclerosis (RMS)
and Inflammatory Bowel Disease (IBD).  Its second asset, RPC4046,
is being developed for the treatment of an allergic/immune-
mediated disorder, Eosinophilic Esophagitis (EoE), which is an
Orphan Disease.


REVSTONE INDUSTRIES: Greenwood Forgings Sold to Angstrom
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Revstone Industries, LLC, et al., to sell the assets of Greenwood
Forgings LLC to Angstrom Automotive Group, LLC.

Angstrom Automotive submitted the highest and best offer at the
May 29, 2013, auction and is the successful bidder for the
Greenwood Assets.   American Axle & Manufacturing, Inc., the
stalking horse bidder, submitted the second highest bid.

American Axle offered $2.5 million for the assets under the
stalking horse deal.  Angstrom offered $2,675,000.

American Axle will receive $75,000 from the sale proceeds as
break-up fee.  The remainder of the sale proceeds will be
distributed to Boston Finance Group LLC, provided that the sum of
$575,000 out of the sale proceeds will be retained.

The assets included in the sale are subject to the liens of Boston
Finance Group, which asserts a claim against Greenwood of not less
than $4,800,000.  BFG has informed Greenwood that BFG will not
submit a credit bid for the assets in connection with the proposed
sale under the Agreement.

These parties filed objections to the sale: (a) BFG; (b) Hillsdale
Hourly Pension Plan and Hillsdale Salaried Pension Plan; and (c)
the Pension Benefit Guaranty Corporation.

Greenwood's investment banker is Angle Advisors LLC.

American Axle is represented by Foley & Lardner LLP's John Simon,
Esq., and Daljit Doogal, Esq.

A copy of the terms of the sale is available for free at
http://bankrupt.com/misc/REVSTONINDUSTRIES_sale_order.pdf

          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.

Laura Davis Jones, Esq., Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP; and Brian Trust, Esq., Howard S. Beltzer,
Esq., and Frederick D. Hyman, Esq., at Mayer Brown LLP, represent
the Debtors.  Duane David Werb, Esq., at Werb & Sullivan, serves
as bankruptcy counsel to Greenwood and US Tool.  James M. Lukenda
at Huron Consulting Group serves as Deputy Chief Restructuring
Officer.

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.

Steven K. Kortanek, Esq., Mark L. Degrosseilliers, Esq., and
Matthew P. Ward, Esq., at Womble Carlyle Sandridge & Rice, LLP,
represent the Official Committee of Unsecured Creditors.

David H. DeCelles, Esq., Ryan P. Dahl, Esq., Jason Gott, Esq.,
James H. M. Sprayregen, P.C., Esq., at Kirkland & Ellis LLP serve
as special counsel to the Restructuring Committee of the Debtors'
board of managers.


RESIDENTIAL CAPITAL: Rothstein Plaintiffs Object to PSA
-------------------------------------------------------
BankruptcyData reported that plaintiffs in the putative class
action captioned Rothstein, et al. v. GMAC Mortgage, LLC, et al.,
No. 1:12-CV-3412-AJN filed with the U.S. Bankruptcy Court an
objection to Residential Capital's motion to enter into and
perform under a plan support agreement with Ally Financial (AFI),
the official creditors' committee and certain consenting
claimants.

The plaintiffs state, "The Plan Support Motion proposes a plan
that will enjoin the Plaintiffs from pursuing their claims in
Rothstein against non-debtor parties and provides very little
funding to distribute under the proposed plan for the release of
claims of this nature: only $57.6 million of a total of $2.1
billion are allocated for borrower claims," the report said,
citing court documents.

Multiple other parties -- including the U.S. Trustee assigned the
case, Pension Benefit Guaranty Corporation (PBGC), Credit Suisse
Securities (USA), National Credit Union Administration Board,
Huntington Bancshares and Syncora Guarantee -- also filed separate
objections to the same motion, the report related.

The Trustee states, "Granting of the PSA Motion will result in the
approval of third party releases and the treatment as
administrative expenses of professional fees and expenses of non-
retained professionals, including the RMBS Trustees....[T]he PSA
Motion...appear[s] to provide that the third party releases will
only be granted upon the effective date of a confirmed plan of
reorganization. If this is accurate, the United States Trustee
requests that the proposed order approving the PSA Motion include
a provision that not only makes this intention absolutely clear,
but also contains an express provision explicitly stating that
such broad relief is not being granted by the Court at this time
and that all parties' rights to be heard regarding the legality of
these third party releases are expressly reserved. Similarly, it
also appears that part of the settlement reached in connection
with the PSA Motion pertains to agreements regarding
classifications and/or payments of claims for such things as
professional fees and expenses of non-retained professionals,
including the RMBS Trustees. The PSA Motion states that approval
from the Court regarding these agreements will not be sought until
confirmation and that all parties-in-interest will retain their
rights to object to confirmation of the plan of
reorganization....[T]he United States Trustee objects to those
provisions being approved as part of the PSA Motion," according to
the report.

The PBGC explains that although it does not object to the plan
support agreement itself, "it objects to the broad release given
to Ally from its statutory obligations with respect to a pension
plan covered by Title IV of the employee retirement income
security act ('ERISA')." Separately, the official committee of
unsecured creditors also filed a limited objection to Berkshire
Hathaway's motion for an order unsealing the Court-appointed
examiner's report. The creditors state, "Unsealing of the Report
in advance of approval of the PSA Motion would constitute a
termination event under the Plan Support Agreement, allowing any
of the settling parties to walk away from the deal. Accordingly,
because the Court has authority under sections 107(a) and 105(a)
of the Bankruptcy Code to defer unsealing of the Report for a
limited time, because of the critical importance of the complex
and hard-fought settlement embodied in the Plan Support Agreement,
and because neither Berkshire nor any other party is prejudiced by
the short delay in access to the Report occasioned by the
Temporary Sealing Order, the Committee submits that the Motion to
Unseal should be temporarily denied or held in abeyance," the
report added.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Faces Opposition to Ally Deal
--------------------------------------------------
Residential Capital LLC is facing a barrage of objections from
various entities, including the government's bankruptcy watchdog
and its pension insurer, investors, bond insurers and banks and
others, to its proposed deal to exit bankruptcy with the help of
parent Ally Financial Inc.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital is slated to come to bankruptcy
court on June 26 for approval of a settlement agreement that in
substance lays out the terms of a Chapter 11 reorganization plan.

According to the Bloomberg report, Syncora Guarantee Inc., the
guarantor of $2 billion in mortgage-backed bonds, encapsulated
arguments from many of the objectors in saying that the plan-
support agreement is a "preapproved plan of reorganization that
violates basic tenets of law and is unconfirmable."  If the
support agreement is approved and incorporated in a reorganization
plan confirmed by the court, ResCap's nonbankrupt parent Ally
Financial Inc. will receive releases in return for contributing
$2.1 billion toward ResCap's Chapter 11 plan.

The report notes that many of the objections are aimed at the
central provision where ResCap creditors would be precluded from
suing Ally.  Referring to the so-called third-party releases, the
Federal Home Loan Banks of Boston, Chicago and Indianapolis want
the bankruptcy judge to rule that their objections to releasing
Ally will be preserved until the plan comes to court for approval
at a confirmation hearing.  The Home Loan Bank joined Berkshire
Hathaway Inc. in urging the court not to approve the plan-support
agreement until after the examiner's report is released.

The report relates that the U.S. Trustee similarly urges the judge
to preserve creditors' rights to object to protecting Ally with
third-party releases.  The Justice Department's bankruptcy
watchdog takes issue with provisions where individual creditors
would have their attorneys' fees paid.  The U.S. Attorney from
Manhattan filed an objection.  He argues that the bankruptcy court
has no power to release Ally from its obligations under a $25
billion settlement with 49 states in February 2012 where Ally
guaranteed ResCap's complete performance of its obligations to
rectify mortgage servicing and foreclosure abuses.  There were
also objections to a settlement with bond insurer Financial
Guaranty Insurance Co. and trustees for securitization trusts
holding bonds FGIC guaranteed.  The FGIC settlement is scheduled
for approval at the June 26 hearing.  The proposed settlement
payment by non-bankrupt Ally is $1.35 billion more than the
original agreement negotiated before ResCap filed for Chapter 11
relief in May 2012.

The report says that ResCap dropped the original agreement in the
face of opposition from creditors.  Assuming the court approves
the plan-support agreement, ResCap is obliged to file a definitive
reorganization plan and disclosure materials by July 3, with
approval by Aug. 30 and implementation of the plan not later than
Dec. 15.  Announcing the settlement headed off the public filing
of the examiner's report which was filed under seal on May 13.
The bankruptcy judge said he will unseal the report at the latest
on July 3, or earlier when he rules on the motion to approve the
plan-support settlement.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESPONSE BIOMEDICAL: Shareholders Elect Eight Directors
-------------------------------------------------------
Response Biomedical Corp. held its 2013 annual general and special
meeting of shareholders on June 18, 2013, at which the
shareholders:

   (1) approved the appointment of PricewaterhouseCoopers LLP,
       Chartered Accountants, as auditor of the Company for the
       ensuing year;

   (2) elected Dr. Anthony Holler, M.D., Dr. Joseph D. Keegan,
       Ph.D., Jeffrey L. Purvin, Clinton H. Severson, Lewis J.
       Shuster, Dr. Peter A. Thompson, M.D., Dr. David G. Wang,
       M.D., and Dr. Jonathan J. Wang, Ph.D., as directors of the
       Company to hold office until the next Annual Meeting of
       Shareholders or until their successors are elected or
       appointed;

   (3) approved the amendment and restatement of the Company's
       2008 Stock Option Plan;

   (4) approved an amendment to the Amended and Restated 2008
       Stock Option Plan to remove insider participation limits;

   (5) approved the Company's Restricted Share Unit Plan;

   (6) approved the Company's Non-Employee Director Deferred Share
       Unit Plan;

   (7) approved an amendment to the Restricted Share Unit Plan to
       remove insider participation limits;

   (8) approved amendment to the Non-Employee Director Deferred
       Share Unit Plan to remove insider participation limits;

   (9) authorized the issuance of certain options to acquire
       common shares issued to the Board of Directors and certain
       members of Management;

  (10) approved, on an advisory basis, the compensation of the
       Company's executive officers; and

  (11) selected "every three years" as the preferred frequency of
       future advisory votes on executive compensation.

Additional information is available for free at:

                        http://is.gd/Wo08yG

In a separate filing with the SEC, the Company registered a total
of 1,644,414 shares of common stock issuable under the Amended and
Restated 2008 Stock Option Plan, Restricted Share Unit Plan and
Non-Employee Directors Deferred Share Unit Plan.  The proposed
maximum aggregate offering price is $4.2 million.  A copy of the
Form S-8 is available for free at http://is.gd/wgs2gY

                     About Response Biomedical

Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform.  The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample.  Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information.  Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.

Response Biomedical disclosed a net loss and comprehensive loss of
C$5.28 million on C$11.75 million of product sales for the year
ended Dec. 31, 2012, as compared with a net loss and comprehensive
loss of C$5.37 million on C$9.02 million of product sales during
the prior year.  The Company incurred a C$10.08 million net loss
and comprehensive loss in 2010.

"We have incurred significant losses to date.  As at December 31,
2012, we had an accumulated deficit of $112,171,008 and have not
generated positive cash flow from operations.  Accordingly, there
is substantial doubt about our ability to continue as a going
concern.  We may need to seek additional financing to support our
continued operation; however, there are no assurances that any
such financing can be obtained on favorable terms, if at all.  In
view of these conditions, our ability to continue as a going
concern is dependent upon our ability to obtain such financing
and, ultimately, on achieving profitable operations," according to
the Company's annual report for the period ended Dec. 31, 2012.

The Company's balance sheet at March 31, 2013, showed C$14.65
million in total assets, C$23.68 million in total liabilities and
a C$9.02 million total shareholders' deficit.


REVEL AC: Changes Name to "Revel Casino Hotel"
----------------------------------------------
Jennifer Bogdan, writing for Press of Atlantic City, reports that
Revel will change its name to "Revel Casino Hotel" and roll out a
new aggressive marketing strategy today focused on attracting a
new customer: the gambler.

"If you want gamblers to feel wanted, then you need to let them
know you're a casino," said Randall Fine, of the Las Vegas-based
firm that has taken over marketing the property that has just
emerged from Chapter 11 bankruptcy protection, according to the
report.

                            About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. along with four affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,
2013, in Camden, New Jersey, with a prepackaged plan that reduces
debt by $1.25 billion.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring.  Epiq Bankruptcy Solutions is the claims and
notice agent.

The Official Committee of Unsecured Creditor retained Christopher
A. Ward, Esq., Jason Nagi, Esq., and Jarrett Vine, Esq., at
Polsinelli PC as counsel.

Revel AC Inc. on May 21 disclosed that it has successfully
completed its financial restructuring and emerged from Chapter 11
of the United States Bankruptcy Code.  Through the restructuring
plan, which has been approved by both the U.S. Bankruptcy Court
for the District of New Jersey (Camden) and the New Jersey Casino
Control Commission, Revel has reduced its outstanding debt by
approximately $1.2 billion, or 82%, and its annual interest
expense on a cash basis by $98 million, or 96%.


RITE AID: Obtains New $500 Million Term Loan
---------------------------------------------
Rite Aid Corporation has completed a portion of its debt
refinancing transactions that extends the maturity on a portion of
Rite Aid's outstanding indebtedness and lowers interest expense.
The completed refinancing transaction consisted of a cash tender
offer for any and all of Rite Aid's $500 million aggregate
principal amount of 7.5 percent Senior Secured Notes due 2017 that
is being funded with the net proceeds from a new $500 million
second lien term loan, together with available cash or borrowings
under Rite Aid's revolving credit facility.

As part of the tender offer, Rite Aid solicited consents for
amendments that would eliminate or modify certain covenants,
events of default and other provisions contained in the indenture
governing the notes.  Rite Aid has received the requisite consents
to execute a supplemental indenture to effect the proposed
amendments.

As of the consent payment deadline at 5 p.m., Eastern Time, on
June 20, 2013, approximately $419.2 million aggregate principal
amount of the notes were tendered (representing approximately
83.85 percent of the outstanding notes).  Rite Aid has exercised
its option to accept for payment and settle the tender offer with
respect to all of the notes that were validly tendered at, or
prior to, the consent payment deadline upon which the supplemental
indenture implementing the proposed amendments became effective.
Settlement of the purchase of these notes occurred on June 21,
2013.

The tender offer will expire at midnight, Eastern Time, on July 5,
2013, unless extended or earlier terminated.  Although Rite Aid
has called the notes that remain outstanding following the tender
offer for redemption, holders of those notes may still validly
tender their notes prior to the expiration date.

Rite Aid also delivered notice that it had called for redemption
all of the notes that remain outstanding following consummation of
the tender offer.  The notes that remain outstanding will be
redeemed at a price equal to 102.500 percent of their face amount,
plus accrued and unpaid interest to, but not including, the date
of redemption.  Redemption of the remaining notes will occur on
July 22, 2013.

Rite Aid's previously announced offering of $810 million aggregate
principal amount of 6.75 percent Senior Notes due 2021 is expected
to close on July 2, 2013, with net proceeds of that offering being
used, together with available cash or borrowings under Rite Aid's
revolving credit facility, to pay the applicable consideration,
accrued and unpaid interest and related fees and expenses of Rite
Aid's ongoing tender offer and related consent solicitation for
any and all of its outstanding 9.5 percent Senior Notes due 2017.

                       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: Reports $89.7 Million Net Income in First Quarter
-----------------------------------------------------------
Rite Aid Corporation reported net income of $89.66 million on
$6.29 billion of revenues for the 13 weeks ended June 1, 2013, as
compared with a net loss of $28.08 million on $6.46 billion of
revenues for the 13 weeks ended June 2, 2012.

As of June 1, 2013, the Company had $6.94 billion in total assets,
$9.30 billion in total liabilities and a $2.35 billion total
stockholders' deficit.

"We kicked off our new fiscal year by posting strong first-quarter
results that reflect our continued operational and financial
progress," said Rite Aid chairman, president and CEO John
Standley.  "During the quarter, we generated net income for a
third consecutive quarter and increased Adjusted EBITDA by more
than $70 million over last year's first quarter."

"At the same time, our team's success in executing key initiatives
like our wellness+ customer loyalty program, wellness store
remodeling initiative and expanded pharmacy service offerings
continue to drive our progress in transforming Rite Aid stores
into true neighborhood destinations for health and wellness.  We
are pleased with our continued progress and remain focused on
delivering the best products, service and care to meet our
customers' unique wellness needs."

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

                        http://is.gd/QCvyPe


                       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.

                           *     *     *

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: Senior Notes Offering Increased to $810 Million
---------------------------------------------------------
Rite Aid Corporation announced the terms of an upsized offering of
$810 million aggregate principal amount of 6.75 percent senior
notes due 2021.  The size of the offering is $410 million more
than previously announced.  The Notes will be unsecured,
unsubordinated obligations of Rite Aid Corporation and will be
guaranteed by substantially all of Rite Aid's subsidiaries.  The
offering is expected to close on July 2, 2013, subject to
customary closing conditions.

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 pay the consideration, accrued and
unpaid interest and related fees and expenses in connection with a
tender offer for any and all of its outstanding its outstanding
$810 million 9.5 percent senior notes due 2017 and related consent
solicitation.  Rite Aid expects to call for redemption any 9.5
percent senior notes due 2017 not tendered in the tender offer.
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.

The tender offer will expire at midnight, Eastern Time, on
July 16, 2013, unless the tender offer is extended or earlier
terminated.  Under the terms of the tender offer and consent
solicitation, holders of the notes who validly tender and do not
withdraw their notes prior to 5:00 p.m., Eastern Time, on July 1,
2013, and whose notes are accepted for purchase, will receive the
"Total Consideration," which is equal to the "Tender Offer
Consideration" plus a consent payment of $30.00 per $1,000
principal amount of tendered notes.  Holders of notes who validly
tender their notes after the Consent Payment Deadline but on or
before the Expiration Date, and whose notes are accepted for
purchase, will receive only the Tender Offer Consideration.

Rite Aid intends to redeem any notes not tendered in the tender
offer and consent solicitation.  Rite Aid may issue a notice of
redemption as early as the early settlement date.

                        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: Fitch Rates New $810MM Unsecured Notes at 'CCC+/RR5'
--------------------------------------------------------------
Fitch Ratings assigns a 'BB-/RR1' rating to Rite Aid Corporation's
(Rite Aid) new $500 million second-lien term loan due 2021 and a
'CCC+/RR5' rating to the new $810 million of 6.75% senior
guaranteed unsecured notes due in 2021. The proceeds are intended
to refinance Rite Aid's $500 million of 7.5% senior second-lien
notes due 2017 and $810 million of 9.5% guaranteed unsecured notes
due 2017.

Post the February and current refinancings, Rite Aid's annual
interest will decrease by $85 million and debt maturities will
have been pushed out to 2019 (besides its revolver which matures
in February 2018). The Rating Outlook is Stable. A complete list
of ratings follows at the end of this release.

Key Rating Drivers

-- Rite Aid's high leverage and operating statistics that
   significantly trail its two major competitors;

-- Strong market share position as the third largest U.S. drug
   retailer;

-- Management's concerted efforts to improve the productivity of
   its store base and manage liquidity through a series of
   refinancings that have pushed out major debt maturities to
   2019, working capital reductions and other cost cutting
   initiatives.

In fiscal 2013, Rite Aid's underlying prescription count
experienced volume growth of 3.4% as Rite Aid benefited from the
impasse between Walgreens and Express Scripts (ESRX). Same store
prescription count was flat in the first quarter of fiscal 2014,
in line with Fitch's expectations of volume growth going forward.
The generic wave continues to bolster gross margins and EBITDA was
$1.2 billion for the LTM period ending June 1, 2013. Adjusted
debt/EBITDAR and EBITDAR/interest plus rent improved to 6.3x and
1.5x, from 6.6x and 1.4x at year end, respectively.

Fitch expects adjusted leverage to be in the 6.5x - 7.0x range
over the next 24 months, assuming same store sales growth in the -
1% range and EBITDA in the $1.1 billion range in fiscal 2014 and
about $950 million in fiscal 2015. Gross margins are expected to
be flat to down beginning second half of fiscal 2014 as generics
cycle through.

Rite Aid's operating metrics still significantly lag those of its
largest and well-capitalized competitors, with average weekly
prescriptions per store of approximately 1,230 and an EBITDA
margin of 4.8% (versus Walgreens' EBITDA margin at 6.5% and CVS's
retail EBITDA margin at 11.2%). Beyond the benefit from the
generic wave and the recent benefit from gaining script volume
from Walgreens, Fitch does not expect meaningful top-line and
EBITDA expansion over the next couple of years.

Rite Aid has largely been unable to participate in the strong
industry growth largely due to capital constraints, and the
company's inability to appropriately invest in its stores remains
an ongoing concern. The Wellness+ loyalty card program and the
Wellness remodels (with 20% of the stores remodeled to date) have
helped the company to stabilize its prescription volume and see
modest front-end growth. However, capital spending remains below
levels required to remain competitive, and the company's market
share could continue to weaken over time, even in markets where it
has a top-three position. As a result, Fitch expects Rite Aid's
topline to remain modestly negative given front end same store
sales expectations of +1% and pharmacy same store sales of -1 to -
2% (with prescription growth of 0 to 1%).

At June 1, 2013, Rite Aid had cash of $108.9 million and excess
borrowing capacity of approximately $1.14 billion under its credit
facility, net of $113 million in outstanding letters of credit.
Rite Aid has maintained liquidity in the $950 million - $1.2
billion range for the past three years. Fitch expects free cash
flow, net of capital expenditures of $400 million, to be in the
$200 to $250 million million range over the next couple of years,
which will enable the company to modestly reduce debt overtime or
invest a bit more on the Wellness remodels. The company has been
actively refinancing its debt maturities over the past year,
pushing out the next major maturities to 2019.

Rating Sensitivities

Positive: A positive rating action is unlikely at this point,
given the lack of visibility on EBITDA growth and material debt
reduction.

Negative: A negative rating action could result from deteriorating
sales and profitability trends that lead to liquidity concerns
and/or the company's inability to address debt maturities in a
timely fashion.

Recovery Considerations

The issue ratings shown above are derived from the IDR and the
relevant Recovery Rating. Fitch's recovery analysis assumes a
liquidation value under a distressed scenario of approximately $6
billion on inventory, receivables, owned real estate, and
prescription files. The $1.795 billion revolving credit facility,
the $1.161 billion Tranche 6 term loan, and the $650 million
senior secured notes due August 2020 have a first lien on the
company's cash, accounts receivable, investment property,
inventory, and script lists, and are guaranteed by Rite Aid's
subsidiaries, giving them an outstanding recovery (91% - 100%).

The $1.795 billion revolving credit facility is due to mature in
2018. The senior secured credit facility will require the company
to maintain a minimum fixed charge coverage ratio of 1.0x only if
availability on the revolving credit facility is less than $150
million. Rite Aid's fixed charge coverage ratio was above the
minimum required amount at the end of the last quarter.

Rite Aid's senior secured notes that have a second lien on the
same collateral as the revolver and term loans and that are
guaranteed by Rite Aid's subsidiaries are also expected to have
outstanding recovery prospects. Given the amount of secured debt
in the company's capital structure, the unsecured guaranteed notes
are assumed to have below-average recovery prospects (11% - 30%)
and the unsecured non-guaranteed notes and convertible bonds are
assumed to have poor recovery prospects (0% - 10%) in a distressed
scenario.

Fitch rates Rite Aid Corporation as follows:

-- IDR 'B-';
-- Secured revolving credit facility and term loans 'BB-/RR1';
-- First and second lien senior secured notes 'BB-/RR1';
-- Guaranteed senior unsecured notes 'CCC+/RR5';
-- Non-guaranteed senior unsecured notes 'CCC/RR6'.

The Rating Outlook is Stable.


ROCKWELL MEDICAL: Borrows $20 Million From Hercules Technology
--------------------------------------------------------------
Rockwell Medical, Inc., and its wholly owned subsidiary, Rockwell
Transportation, Inc., entered into a Loan and Security Agreement,
dated as of June 14, 2013, with Hercules Technology III, L.P.
Pursuant to the Loan Agreement, the Company has borrowed $20
million.  Proceeds from the loan are intended to be used to fund
the Company's clinical trials and for general corporate purposes.

The loan will mature and become due on Dec. 1, 2016, subject to
adjustment, and will bear interest at the greater of (i) 12.50
percent plus the prime rate as reported in The Wall Street Journal
minus 3.25 percent, or (ii) 12.50 percent.  The Borrower will be
required to make only monthly interest payments through May 31,
2014 (or Aug. 31, 2014, if Borrower meets primary end points for
both Phase 3 trials for its SFP drug prior to Dec. 15, 2013).  If
the interest only period is extended, the maturity date for the
loan will be extended to March 1, 2017.  Monthly principal and
interest payments will be due on the loan following the interest
only period through the maturity date.  The loan may be prepaid at
any time after June 14, 2014, without penalty.  The Company paid a
fee of $0.2 million at closing and is required to pay a fee of
$1.1 million upon any prepayment or at maturity.  The loan will
also mature and become due upon a change in control of the
Company.

In connection with the loan, the Company granted Hercules a
security interest in substantially all of the Company's assets
other than certain intellectual property, motor vehicles, real
property and certain other interests.  The Loan and Security
Agreement also provides for standard indemnification of Hercules
and contains representations, warranties and non-financial
covenants of the Company.  The Loan Agreement also contains
covenants that, among other things, limit the Company's ability to
incur additional indebtedness, transfer assets acquire assets of
or merge with another entity and pay dividends to the Company's
shareholders.  Hercules is permitted to participate in the next
institutional equity offering by the Company, if any, in an amount
up to $1 million on the same terms as other investors in such an
offering.

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

                         http://is.gd/dHxGwo

                           About Rockwell

Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom,
Michigan, is a fully-integrated biopharmaceutical company
targeting end-stage renal disease ("ESRD") and chronic kidney
disease ("CKD") with innovative products and services for the
treatment of iron deficiency, secondary hyperparathyroidism and
hemodialysis (also referred to as "HD" or "dialysis").

Rockwell's lead investigational drug is in late stage clinical
development for iron therapy treatment in CKD-HD patients.  It is
called Soluble Ferric Pyrophosphate ("SFP").  SFP delivers iron to
the bone marrow in a non-invasive, physiologic manner to
hemodialysis patients via dialysate during their regular dialysis
treatment.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, Plante & Moran, PLLC, in Clinton
Township, Michigan, expressed substantial doubt about Rockwell
Medical's ability to continue as a going concern, citing the
Company's recurring losses from operations, negative working
capital, and insufficient liquidity.

The Company reported a net loss of $54.0 million on $49.8 million
of sales in 2012, compared with a net loss of $21.4 million on
$49.0 million of sales in 2011.  The Company's balance sheet at
Dec. 31, 2012, showed $17.0 million in total assets, $27.0 million
in total current liabilities, and a stockholders' deficit of
$10 million.


ROCKWOOD SPECIALTIES: Moody's Says Unit Sale Could Impact Leverage
------------------------------------------------------------------
Moody's Investors Service reports that Rockwood's ceramics
business divestiture will give it the flexibility to repay balance
sheet debt.

Furthermore, a meaningful reduction in debt will be required to
maintain Rockwood's overall credit profile at the Ba1 rating.

Rockwood Specialties Group, Inc., headquartered in Princeton, New
Jersey, is a wholly owned subsidiary of Rockwood Holdings, Inc.
(Ticker: ROC). Rockwood produces of a variety of specialty
chemicals and advanced materials, including pigments, additives,
surface treatment chemicals, ceramics, and lithium. Revenues were
$3.5 billion for the year ended March 31, 2013.


SEQUENOM INC: To Issue 6.3 Million Common Shares to Employees
-------------------------------------------------------------
Sequenom, Inc., registered with the U.S. Securities and Exchange
Commission an aggregate of 6.3 million shares of common stock
issuable under the Company's 2006 Equity Incentive Plan and
1999 Employee Stock Purchase Plan.  The proposed maximum aggregate
offering price is $26.46 million.  A copy of the Form S-8
registration statement is available at http://is.gd/XPwwkr

                           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.


SANUWAVE HEALTH: BDO OKs Report Inclusion in Regulatory Filing
--------------------------------------------------------------
BDO USA, LLP, SANUWAVE Health, Inc.'s independent registered
public accounting firm, delivered a letter to the U.S. Securities
and Exchange Commission on June 21, 2013, stating that it consents
to the incorporation by reference in the Registration Statement on
Form S-8 (No. 333-170301) of SANUWAVE Health, of BDO's report
dated March 26, 2013, relating to the consolidated financial
statements, which appears in the annual report on Form 10-K filed
on March 26, 2013.  A copy of the letter is available for free at:

                       http://is.gd/SRJKwd

                      About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

BDO USA, LLP, in Atlanta, Georgia, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations, has a net
working capital deficit, and is economically dependent upon future
issuances of equity or other financing to fund ongoing operations,
each of which raise substantial doubt about its ability to
continue as a going concern.

SANUWAVE Health reported a net loss of $6.40 million on $769,217
of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $10.23 million on $802,572 of revenue in 2011.
The Company's balance sheet at March 31, 2013, showed $2.33
million in total assets, $13.64 million in total liabilities and a
$11.31 million total stockholders' deficit.


SERVICEMASTER CO: S&P Affirms 'B+' Rating to Sr. Sec. Facilities
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Memphis, Tenn.-based The ServiceMaster Co. and
revised the outlook to negative from stable.

S&P also affirmed its 'B+' our issue-level ratings on
ServiceMaster's senior secured revolving credit and term
facilities at 'B+' (one notch higher than S&P's corporate credit
rating on the company).  S&P's recovery ratings on these
facilities are '2', indicating its expectation of substantial (70%
to 90%) recovery for lenders in the event of a payment default.

In addition, S&P affirmed its issue-level rating on the company's
senior unsecured notes at 'B-' (one notch lower than the corporate
credit rating).  S&P's recovery rating on these notes is '5',
indicating its expectation for modest (10% to 30%) recovery for
lenders in the event of a payment default.

"The outlook revision reflects our forecast for weaker credit
metrics as a result of poor performance of the company's TruGreen
segment," said Standard & Poor's credit analyst Linda Phelps.
"Continued underperformance and possible further deterioration
could lead to a downgrade."

ServiceMaster's leverage for the 12 months ended March 31, 2013,
increased to 8.0x from 7.5x at fiscal year-end 2012 and 6.5x for
the same period one year ago.  Standard & Poor's now forecasts
debt-to-EBITDA leverage could decline modestly from current
levels, but remain high for the current rating in the mid- to
high-7x area for full-year 2013.  Previously, S&P estimated
leverage would be below 7x in 2013.

S&P continues to view the company's financial profile to be
"highly leveraged" and its business risk profile as "fair."


SOUND SHORE: Creditors Protest Bankruptcy Financing
---------------------------------------------------
Stephanie Gleason writing for Dow Jones' DBR Small Cap reports
that the committee representing Sound Shore Health System Inc.'s
unsecured creditors wants to see changes made to the terms of the
$33 million in bankruptcy financing secured to keep the system
running during its Chapter 11 case.

As reported in the June 21, 2013 edition of the TCR, the Manhattan
U.S. Attorney filed objections to the $33 million bankruptcy loan.
It said that when the Debtors receive final approval for the DIP
financing, the court cannot immunize the lenders from liability to
the Internal Revenue Service and environmental regulators.  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 final hearing on financing is scheduled for June 25.

                     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.


SPRINGS WINDOW: S&P Withdraws 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit and issue-level ratings on Springs Window Fashions LLC.

Following the recent transaction close, Springs Window Fashions
LLC's existing debt has been repaid and the corporate credit
rating and newly issued debt are now held at Springs Industries
Inc.  S&P is withdrawing the corporate credit and issue-level
ratings on Springs Window Fashions LLC at the request of the
company.


SPRINT NEXTEL: Agrees to Increased Clearwire Acquisition Offer
--------------------------------------------------------------
Sprint and Clearwire have agreed to amend Sprint's agreement to
acquire the approximately 50 percent of Clearwire it does not
currently own for $5.00 per share, valuing Clearwire at
approximately $14 billion, or about $0.30 per MHZ-pop.  This
increased offer represents a 47 percent premium to Sprint's
previous offer of $3.40 per share announced on May 21, 2012, and a
285 percent premium to Clearwire's closing share price on Oct. 10,
2012, the day before the Sprint-SoftBank discussions were first
confirmed in the marketplace and Clearwire was speculated to be a
part of that transaction.  This offer also represents a 14 percent
premium to the $4.40 per share DISH tender offer.

Sprint and Clearwire agreed to amend certain other provisions in
the Merger Agreement to, among other things:

   * provide that Clearwire's special meeting of stockholders
     scheduled for June 24, 2013, will be convened and then
     immediately adjourned until July 8, 2013;

   * require Clearwire and its representatives immediately to
     cease and terminate any and all discussions and negotiations
     with DISH Network Corporation and its affiliates with respect
     to the previously announced tender offer by a wholly owned
     subsidiary of DISH for the outstanding shares of Class A
     Common Stock;

   * prohibit Clearwire from granting certain governance rights to
     DISH until termination of the Merger Agreement in certain
     circumstances;

   * amend the conditions under which Sprint may terminate the
     Merger Agreement;

   * provide for the right of Sprint to cause Clearwire to hold an
     annual meeting after termination of the Merger Agreement at
     which Sprint may replace its 7 designees to the Clearwire
     board of directors;

   * require Clearwire to pay to Sprint a termination fee of
     $115,000,000 under certain specified circumstances; and

   * provide that, upon termination of the Merger Agreement in
     certain circumstances, Clearwire waives with respect to
     Sprint the application of the standstill provisions of the
     Equityholders' Agreement.

Sprint has received commitments from a group of significant
Clearwire stockholders, including Mount Kellett Capital Management
LP, Glenview Capital Management LLC, Chesapeake Partners
Management Co., Inc., and Highside Capital Management LP, which
collectively own approximately 9 percent of Clearwire's voting
shares, to vote their shares in support of the transaction.  These
stockholders have also agreed to sell their shares to Sprint in
the event the transaction does not close.

Together with the voting commitments previously received from
Comcas t Corp., Intel Corp and Bright House Networks LLC, who
collectively own approximately 13 percent of Clearwire's voting
shares, and Clearwire's directors and officers, stockholders
owning approximately 45 percent of the Clearwire voting shares not
affiliated with Sprint, have now agreed to vote their shares in

support of the transaction.  Sprint expects a majority of the non
-Sprint stockholders to support the Clearwire merger based on
these agreements and the votes of shareholders with both Sprint
and Clearwire shareholdings who have already voted in favor of the
Sprint Softbank transaction.

In addition to the increased price per share, the companies have
further amended the merger agreement that was previously entered
into.  Specifically, among other things, in certain
circumstances where the transaction between Sprint and Clearwire
terminates, Clearwire will be required to pay a termination fee of
$115 million, or 3 percent of the equity value of the minority
stake.  In the event the transaction is not comple ted, Clearwire
has agreed to hold its annual shareholder meeting as expeditiously
as possible and if the transaction is not completed under
certain circumstances, Clearwire has agreed to waive the current
standstill provision in the Equityholders' Agreement between
Sprint, Clearwire, and the company's strategic investors.  That
standstill provision was originally set to expire on Nov. 28,
2013.

The revised offer demonstrates Sprint's commitment to closing the
Clearwire transaction and improving its competitive position in
the U.S. wireless industry.  Sprint is uniquely positioned to

leverage Clearwire's 2.5 GHz spectrum assets.  Sprint's Network
Vision architecture should allow for better strategic alignment
and the full utilization and integration of Clearwire's
complementary 2.5 GHz spectrum assets, while achieving operational
efficiencies and improved service for customers as the spectrum
and network is migrated to 4G LTE standards.  Sprint's proposal
provides a clear path forward for Clearwire and the merger
provides attractive value for shareholders of both companies.

The transaction is subject to customary closing conditions,
including regulatory approvals and the approval of Clearwire's
stockholders, including the approval of a majority of Clearwire
stockholders not affiliated with Sprint or SoftBank.  The closing
of the transaction is also contingent on the consummation of
Sprint's previously announced transaction with SoftBank.
SoftBank has consented to the amendment.

As of June 20, 2013, Sprint Nextel and its affiliates beneficially
owned 739,010,818 shares of Class A common stock of Clearwire.

A copy of the Third Amendment to Agreement and Plan of Merger is
available for free at http://is.gd/ciTqag

                         About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

Sprint Nextel incurred a net loss of $4.32 million in 2012, a net
loss of $2.89 million in 2011, and a net loss of $3.46 million in
2010.  The Company's balance sheet at March 31, 2013, showed
$50.75 billion in total assets, $44.28 billion in total
liabilities, and $6.47 billion in total shareholders' equity.

                        Bankruptcy Warning

"If the Merger Agreement terminates and we are unable to raise
sufficient additional capital to fulfill our funding needs in a
timely manner, or we fail to generate sufficient additional
revenue from our wholesale and retail businesses to meet our
obligations beyond the next twelve months, our business prospects,
financial condition and results of operations will likely be
materially and adversely affected, substantial doubt may arise
about our ability to continue as a going concern and we will be
forced to consider all available alternatives, including a
financial restructuring, which could include seeking protection
under the provisions of the United States Bankruptcy Code," the
Company said in its annual report for the period ended Dec. 31,
2012.

On Dec. 17, 2012, the Company entered into an agreement and plan
of merger pursuant to which Sprint agreed to acquire all of the
outstanding shares of Clearwire Corporation Class A and Class B
common stock not currently owned by Sprint, SOFTBANK CORP., which
or their affiliates.  At the closing, the outstanding shares of
common stock will be canceled and converted automatically into the
right to receive $2.97 per share in cash, without interest.

                           *     *     *

As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch.  "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.

In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


STEREOTAXIS INC: Gets Another Non-Compliance Notice From NASDAQ
---------------------------------------------------------------
Stereotaxis, Inc., received, on June 18, 2013, a determination
letter from the Listing Qualifications Staff of The NASDAQ Stock
Market LLC notifying the Company that the Staff had denied the
Company's request for an extension to evidence compliance with the
requirements for continued listing on The NASDAQ Global Market as
set forth in NASDAQ Listing Rule 5450(b), including the $50
million in total assets and total revenue requirement or its
alternatives, and, as a result, the Company's securities would be
subject to delisting from NASDAQ unless the Company requests a
hearing before the NASDAQ Listing Qualifications Panel.

The Company intends to timely request a hearing before the Panel,
at which it will present its plan to achieve compliance with the
continued listing requirements for The NADAQ Capital Market, which
are lower than the requirements for The NASDAQ Global Market.
Accordingly, the Company intends to request that the Panel
transfer the Company's listing to The NASDAQ Capital Market and
grant the Company an extension of time to achieve compliance with
the requirements for continued listing on that market.  The
hearing request will automatically stay the delisting of the
Company's securities pending the issuance of the Panel's decision
following the hearing and the expiration of any extension period
granted by the Panel.  Under the NASDAQ Listing Rules, the Panel
may, in its discretion, determine to continue the Company's
listing pursuant to an exception for a maximum of 180 calendar
days from the date of the Staff's determination letter, or through
Dec. 16, 2013.  While the Company is diligently working to achieve
compliance with the continued listing requirements for The NASDAQ
Capital Market, there can be no assurance that the Panel will
grant the Company's request for a transfer to The NASDAQ Capital
Market and an extension of time to achieve compliance with the
applicable listing requirements.

As previously disclosed, on March 20, 2013, the Company received
notification from the Staff indicating that the Company no longer
satisfied the Rule given that the Company did not evidence $50
million in total assets and total revenues for the most recently
completed fiscal year or for two of the last three most recently
completed fiscal years and did not otherwise satisfy the
alternative listing requirements set forth in the Rule.  The
Company thereafter provided a plan to regain compliance with the
Rule for the Staff's review, which was subsequently denied by the
Staff.

                         About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company incurred a net loss of $9.23 million in 2012, as
compared with a net loss of $32.03 million in 2011. The Company's
balance sheet at March 31, 2013, showed $32.22 million in total
assets, $54.93 million in total liabilities, and a $22.71 million
total stockholders' deficit.


STONERIDGE INC: S&P Revises Outlook to Pos. & Affirms 'BB-' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Warren,
Ohio-based auto and truck supplier Stoneridge Inc. to positive
from stable.  At the same time, S&P affirmed all the ratings on
the company, including the 'BB-' corporate credit rating.

"The outlook revision reflects our opinion that Stoneridge's
profitability and cash flow could rise during 2013 to levels
consistent with a higher corporate credit rating and that the
company can sustain the improvement," said credit analyst Lawrence
Orlowski.

S&P currently projects commercial-vehicle production in 2013 will
rise modestly in North America (after increasing in 2012) and
decline in Western Europe (after falling in 2012).  Moreover, S&P
expects light-vehicle production in North America to grow 3% in
2013 (after rising in 2012).

In the first quarter, revenue was $235.7 million, down 10.1% year
over year.  The decrease in sales was partly due to the volume
declines for commercial-vehicle and agricultural products.  Still,
commercial-vehicle sales have risen sequentially over the past few
years and suggest stabilization in this important market.
Moreover, the commercial fleet is running at an average age of 6.7
years, making replacement more attractive to fleet owners as
maintenance costs rise.

The gross margin in the quarter was 24.9%, compared with 23.9% for
all of 2012.  S&P expects gross margins to continue to improve as
revenue returns to the key underlying business.  Moreover, the
company has been reducing costs in its North American Wiring,
North American Instrumentation, and PST businesses, which S&P
assumes will result in $9 million to $11 million in savings in
2013.  Additionally, the company has established agreements for
copper recovery from substantially all of its customers.

Stoneridge's geographical diversification has improved since it
consolidated its PST business in Brazil; still, most of its
revenue comes from North America.  Sales in North America
represent 65% of total revenue, South America 19%, and
Europe/other 16%.  Also, the company operates in four segments,
which provides product diversification: electronics (17.5% of 2012
revenue), wiring (34.7%), control devices (28.6%), and PST
(19.2%).

S&P considers Stoneridge's business risk profile "weak,"
reflecting its highly competitive and cyclical end markets.  S&P
believes these factors together limit the company's ability to
mitigate adverse business, financial, or economic conditions.  In
addition, Stoneridge's customer base is somewhat concentrated in
that the largest single customer, Navistar International Corp.,
provided about 17.5% of revenues in 2012.  The Michigan-based
automakers accounted for more than 10% of revenues and a majority
of the company's North American light-vehicle-related business.

S&P considers the company's financial risk profile significant.
As of March 31, 2013, the company's adjusted debt to EBITDA was
3.3x, but S&P sees leverage declining to about 2.5x during 2013
because of the higher overall margins arising from PST and ongoing
management actions to lower operational costs and improve
manufacturing efficiency.

S&P rates Stoneridge's senior secured debt 'BB-' with a recovery
rating of '4', indicating S&P's expectation of average (30%-50%)
recovery in the event of default.

S&P's rating outlook on Stoneridge is positive.  S&P believes
there is at least a one-third probability that its improving
business and financial risk profiles could support a higher rating
over the next year.  To raise the corporate credit rating, S&P
would look for gradually increasing EBITDA margins, which would
reflect a strengthening competitive position and consistent
execution.  S&P would also expect debt to EBITDA to be at or less
than 2.5x on a sustainable basis.  This could occur if, for
example, the company's revenues rise more than 5% in 2013 and
gross margins are more than 26%.  Moreover, S&P would expect the
company to sustain a ratio of free operating cash flow to adjusted
debt of more than 10%.

S&P could revise the outlook to stable if revenue falls or margins
deteriorate, which would lead to declining credit measures, such
as leverage increasing to more than 3.5x on a sustained basis.
This could occur if, for instance, revenues fall 5% in 2013 from
2012 results and gross margins decline to less than 24%.  S&P
could also lower the rating if the company generates negative free
operating cash flow in 2013.


STX PAN: Korean Ship Owner Files Chapter 15 in New York
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that STX Pan Ocean Co. Ltd., the largest commodities
carrier in South Korea, filed a petition in New York on June 20
for protection from creditors under Chapter 15 (Bankr. S.D.N.Y.
Case No. 13-12046).

According to the report, the New York filing is designed to aid
the company's bankruptcy rehabilitation begun on June 7 in a court
in Seoul. In the Korean proceedings, creditors will exchange debt
for stock, according to Cho Byoung Hee, an analyst at Kiwoom
Securities Co. in Seoul.  Bankruptcy was the result of a decision
by Korea Development Bank, the largest creditor and second-biggest
shareholder, not to buy the company.

The report discloses that attachments to the petition taken from
the court in Korea listed assets of 6.88 trillion won ($5.59
billion) and debt totaling 5.01 trillion won.  The company
scheduled a hearing on June 27 in Manhattan bankruptcy court for
the judge to enter a preliminary injunction halting creditor
actions in the U.S.


TECHDYNE LLC: Hearing on Case Conversion Continued to Aug. 5
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona continued
until Aug. 5, 2013, the hearing to consider the U.S. Trustee's
motion to convert or dismiss Chapter 11 case of TechDyne LLC.

As reported by The Troubled Company Reporter, the U.S. Trustee
complained the Debtor's case does not appear to be progressing and
appears to be stalled to the detriment of creditors.  Failure to
prosecute a Chapter 11 case in an expeditious manner is cause to
dismiss or convert the case, the U.S. Trustee asserted.  Moreover,
the U.S. Trustee complained that the Debtor's administrative
deficiencies of failing to remain current on monthly operating
reports weighs heavily in favor of dismissal or conversion.

                       About TechDyne, LLC

Scottsdale, Arizona-based TechDyne, LLC, is a developer and
entrepreneur of two patented technologies: light armor and a
medical cervical devise to prevent premature births.

The Company filed for Chapter 11 protection (Bankr. D. Ariz. Case
No. 11-16739) on June 9, 2011.  Judge Charles G. Case, II,
presides over the case.  In its schedules, the Debtor disclosed
$100,000,070 in assets and $701,313 in debts.  The petition was
signed by Benjamin V. Booher, Sr., managing member.

The U.S. Trustee for Region 8, has not appointed an official
committee of unsecured creditors in the Debtor's case because an
insufficient number of persons holding unsecured claims have
expressed interest in serving on a committee.  The U.S. Trustee
reserves the right to appoint such a committee would interest
develop among the creditors.

Bradley J. Stevens, Esq. -- bstevens@jsslaw.com -- at Jennings,
Strouss & Salmon, PLC, in Phoenix, Ariz., represents the Debtor as
counsel.


TECHFIBER, LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: TechFiber, LLC
        305 N. 54th Street
        Chandler, AZ 85226

Bankruptcy Case No.: 13-10333

Chapter 11 Petition Date: June 17, 2013

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Daniel P. Collins

Debtor's Counsel: Todd A. Burgess, Esq.
                  GALLAGHER & KENNEDY, P.A.
                  2575 E. Camelback Road, #1100
                  Phoenix, AZ 85016
                  Tel: (602) 530-8050
                  E-mail: todd.burgess@gknet.com

Scheduled Assets: $3,268,718

Scheduled Liabilities: $519,775

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/azb13-10333.pdf

The petition was signed by William J. Perciballi, manager,
ArmorWorks Enterprises, LLC.

Affiliate that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Armorworks Enterprises, LLC             13-10332


TMT USA: Files for Ch. 11 in Houston After Vessels Seized
---------------------------------------------------------
TMT Group, the owner of 17 oceangoing vessels, filed petitions for
Chapter 11 protection on June 20 in Houston for itself and
affiliates after seven ships were seized by creditors in ports
abroad.

TMT has tapped attorneys from Bracewell & Giuliani LLP.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that TMT Group, previously known as Taiwan Marine
Transport Co., immediately filed a lawsuit aimed at forcing
creditors to release the vessels so they can return to generating
income.  The vessels are for varied purposes, such as bulk cargo,
vehicles, ore and petroleum.  The average age for most is about
2-1/2 years, according to a court filing.

The report discloses that the company filed papers asking the
judge for permission to pay as much as $29 million so the vessels
can be released.  Payments would go toward crew wages and expenses
owed to foreign creditors not present in the U.S. and thus not
subject to the power of the bankruptcy court in Houston.  In
addition, TMT wants the judge to authorize paying as much as $24
million to so-called critical vendors so debt they are owed won't
result in have more vessels seized abroad.

The case is In re TMT USA Shipmanagement LLC, 13-33740, U.S.
Bankruptcy Court, Southern District of Texas (Houston).

                    23 Entities in Chapter 11

Tradewindsnews.com reports that several companies in the umbrella
of Today Makes Tomorrow have filed for Chapter 11 bankruptcy
protection in Houston, Texas.  Nobu Su, the Taiwanese shipowner,
said 23 company entities submitted the filing as part of a "major
overhaul" of the company that began three months ago.  The
bankruptcy filing comes amid (a) a flurry of bank foreclosures on
TMT vessels in recent weeks, and (b) mediation involving lenders
and Taiwanese authorities.

Rachael Feintzeig, writing for The Wall Street Journal, reports
that global shipping company TMT Group sought Chapter 11
bankruptcy protection after failing to restructure its
$1.46 billion debt load out of court.

WSJ says TMT also filed with the bankruptcy court a complaint
seeking to recover its vessels. The company wants a judge to issue
a temporary restraining order protecting the ships.  The
defendants include an array of international banking and shipping
institutions.  WSJ relates representatives for several of the
banks weren't immediately available for comment on Friday.

WSJ also relates TMT, which has $1.52 billion in assets to its
$1.46 billion in liabilities, hired AlixPartners in March to
negotiate a debt restructuring but a deal wasn't forthcoming.
Instead, it has seen some of its lenders push for sales of the
company's arrested vessels. The company said its bankruptcy filing
was an attempt to "preserve its assets and maximize value for all
stakeholders."

WSJ also says TMT is set to make its debut in bankruptcy court on
Monday, where the judge will consider signing off on a variety of
requests, including one in which TMT seeks access to cash securing
its lenders' claims. The company said its prebankruptcy bank
lenders -- First Commercial Bank Co., Sinopac Bank, Mega
International Commercial Bank, Cathay United Bank and Shanghai
Bank -- have frozen a total of $54.31 million in cash collateral,
an act that has "imperiled the survival of [TMT's] business."

The report relates that the entities filing for bankruptcy include
owners of 17 ships with 3.2 million dwt.

"I accept full responsibility for the problems TMT now faces but I
am working 18 hours a day to ensure that this major asset for
Taiwan?s national economic and global business reputation is not
brought down because of adverse circumstances beyond my control,"
said Nobu Su, according to the report.

"I want my ships on the high seas earning money to pay off my
loans but bank actions contribute to delaying a successful
restructuring of the shipping side of the business," Mr. Nobu Su
said.


TRAVELPORT LIMITED: Chairman Has Option to Buy 4 Million Shares
---------------------------------------------------------------
The Board of Directors of Travelport Worldwide Limited, Travelport
Limited's indirect parent company, approved a grant of options to
purchase 4,000,000 shares of Travelport Worldwide at an exercise
price of $0.75 per share for Douglas M. Steenland, the Company's
Non-Executive Chairman.  These stock options are subject to three-
year cliff vesting, unless earlier accelerated, with half of the
stock options subject to time-based vesting and half of the stock
options subject to performance-based vesting.  All of the stock
options have a five year exercise period.

                     About Travelport Holdings

Headquartered in Atlanta, Georgia, Travelport provides transaction
processing services to the travel industry through its global
distribution system business, which includes the group's airline
information technology solutions business.  During FYE2011, the
group reported revenues and adjusted EBITDA of US$2 billion and
US$507 million, respectively.

Travelport Limited incurred a net loss of $236 million in 2012, as
compared with net income of $172 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $3.20 billion in total
assets, $4.41 billion in total liabilities, and a $1.21 billion
total deficit.

                           *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.

In May 2012, Moody's Investors Service affirmed the Caa1 corporate
family rating (CFR) and probability of default rating (PDR) of
Travelport LLC.


TRINITY COAL: Cardno & Newbridge Firms OK'd as Mining Consultants
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 case of Trinity Coal Corporation, et al., to retain
Cardno MM&A and Newbridge Services, Inc. as mining consultants.

Cardno will, among other things, provide mining engineering and
geological services, valuations of machinery, plants, equipment
and mineral resources, technical support and other services in
connection with the potential sale of assets in the Debtors'
Chapter 11 cases.

Newbridge Services will, among other things, evaluate costs of
reclamation in connection with the potential sale of assets in the
Debtors' cases.

John E. Feddock, P.E., senior vice president of Cardno, will be
principally responsible for the consulting services performed by
Cardno, while William Larry Adams, president of Newbridge, will be
principally responsible for the consulting services performed by
Newbridge.

To the best of the Debtors' knowledge, the firms are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief.  An
order for relief in each of the Debtors was entered by the Court
on March 4, 2013, which converted the involuntary cases to
voluntary Chapter 11 cases.

John W. Ames, Esq., C.R. Bowles, Jr., Esq., and Bruce Cryder,
Esq., at Bingham Greenebaum Doll LLP; and Steven J. Reisman, Esq.,
L. P. Harrison 3rd, Esq., and Jerrold L. Bregman, Esq., at Curtis,
Mallet-Prevost, Colt & Mosle LLP, represent the Debtors.

Edward J. Green, Esq., at Foley & Lardner LLP, serves as counsel
for the Official Committee of Unsecured Creditors.  Sturgill,
Turner, Barker & Moloney, PLLC serves as the Committee's local
counsel.


TRINITY COAL: Committee Can Hire Foley & Lardner as Counsel
-----------------------------------------------------------
The Hon. Tracey N. Wise of the Bankruptcy Court for the Eastern
District of Kentucky authorized the Official Committee of
Unsecured Creditors in the Chapter 11 case of Trinity Coal
Corporation, et al., to retain the law firm of Foley &
Lardner LLP as it counsel.

As reported in the Troubled Company Reporter on May 7, 2013, the
attorneys designated to represent the Committee and their current
standard hourly rates are:

   Professional                          Rates
   ------------                          -----
   Edward J. Green, Partner           $780 per hour
   Geoffrey S. Goodman, Partner       $740 per hour

Mr. Green has agreed to discount his current standard hourly rate
by $200 per hour for this matter.  Mr. Goodman has agreed to
discount his current standard hourly rate by $190 per hour for
this matter.

Mr. Green and Mr. Goodman have agreed to charge the following
rates for this matter for calendar year 2013:

   Professional                          Rates
   ------------                          -----
   Edward J. Green, Partner           $580 per hour
   Geoffrey S. Goodman, Partner       $550 per hour

Edward J. Green, Esq., attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief.  An
order for relief in each of the Debtors was entered by the Court
on March 4, 2013, which converted the involuntary cases to
voluntary Chapter 11 cases.

John W. Ames, Esq., C.R. Bowles, Jr., Esq., and Bruce Cryder,
Esq., at Bingham Greenebaum Doll LLP; and Steven J. Reisman, Esq.,
L. P. Harrison 3rd, Esq., and Jerrold L. Bregman, Esq., at Curtis,
Mallet-Prevost, Colt & Mosle LLP, represent the Debtors.

Edward J. Green, Esq., at Foley & Lardner LLP serves as counsel
for the Official Committee of Unsecured Creditors.  Sturgill,
Turner, Barker & Moloney, PLLC serves as the Committee's local
counsel.


TRINITY COAL: July 2 Set as Claims Bar Date
-------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
established July 2, 2013 at 5:00 p.m., as the deadline for any
individual or entity to file proofs of claim against Trinity Coal
Corporation, et al.

The Court also set Sept. 3, 2013, at 5 p.m. as the government bar
date.

Proofs of claim must be submitted to the Debtors' noticing and
claims agent, Epiq Bankruptcy Solutions, LLC:

If by regular first class mail:

         Trinity Coal Claims Processing Center
         c/o Epiq Bankruptcy Solutions LLC
         FDR Station
         P.O. Box 5283
         New York, NY 10150-5283

If by overnight mail or hand delivery:

         Trinity Coal Claims Processing Center
         c/o Epiq Bankruptcy Solutions, LLC
         757 Third Avenue, Third Floor
         New York, NY 10017

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief.  An
order for relief in each of the Debtors was entered by the Court
on March 4, 2013, which converted the involuntary cases to
voluntary Chapter 11 cases.

John W. Ames, Esq., C.R. Bowles, Jr., Esq., and Bruce Cryder,
Esq., at Bingham Greenebaum Doll LLP; and Steven J. Reisman, Esq.,
L. P. Harrison 3rd, Esq., and Jerrold L. Bregman, Esq., at Curtis,
Mallet-Prevost, Colt & Mosle LLP, represent the Debtors.

Edward J. Green, Esq., at Foley & Lardner LLP serves as counsel
for the Official Committee of Unsecured Creditors.  Sturgill,
Turner, Barker & Moloney, PLLC serves as the Committee's local
counsel.


TRINITY COAL: Dixon Hughes Approved as Tax Accountants
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
authorized Trinity Coal Corporation, et al., to employ Dixon
Hughes Goodman LLP as tax accountants.

As reported in the Troubled Company Reporter on June 4, 2013,
Sandra D. Thomas, a partner with DHG, will be responsible for
directing the services performed by DHG.

DHG will, among other things, prepare the Debtors tax returns;
advise the Debtor on tax issues in their Chapter 11 cases; and
work with taxing authorities to resolve issues and disputes in the
Debtors cases.

The hourly rates of DHG's personnel are:

         Partners                         $395
         Senior Manager                   $305
         Manager                          $235
         Senior Associate                 $150
         Tax Associate                    $135

To the best of the Debtors' knowledge, DHG does not hold nor
represent an interest adverse to the Debtors.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief.  An
order for relief in each of the Debtors was entered by the Court
on March 4, 2013, which converted the involuntary cases to
voluntary Chapter 11 cases.

John W. Ames, Esq., C.R. Bowles, Jr., Esq., and Bruce Cryder,
Esq., at Bingham Greenebaum Doll LLP; and Steven J. Reisman, Esq.,
L. P. Harrison 3rd, Esq., and Jerrold L. Bregman, Esq., at Curtis,
Mallet-Prevost, Colt & Mosle LLP, represent the Debtors.

Edward J. Green, Esq., at Foley & Lardner LLP serves as counsel
for the Official Committee of Unsecured Creditors.  Sturgill,
Turner, Barker & Moloney, PLLC serves as the Committee's local
counsel.


UNIVAR NV: Bank Debt Trades at 2% Off
-------------------------------------
Participations in a syndicated loan under which Univar NV is a
borrower traded in the secondary market at 98.13 cents-on-the-
dollar during the week ended Friday, June 21, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a drop of 0.48 of
percentage points from the previous week.  The loan matures on
June 30, 2017.  The company pays 350 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B2 and
Standard & Poor's B+ rating.  The loan is one of the biggest
gainers and losers among 254 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Univar N.V. -- http://www.univarcorp.com/-- is one of the largest
distributors of industrial chemicals and providers of related
services to a diverse set of end markets in the US, Canada and
Europe.  In April 2007, the company purchased ChemCentral
Corporation, the fourth largest chemicals distributor in the US,
for a purchase price of about $650 million, which resulted in the
combined entities becoming the largest chemicals distributor in
North America.  The company had pro forma revenues (including
ChemCentral Corporation) of $8.3 billion for the LTM ended
June 30, 2007.


VERMILLION INC: Adam Usdan Held 5.6% Equity Stake at June 12
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Feinberg Family Trust and Adam Usdan disclosed that,
as of June 12, 2013, they beneficially owned 1,361,000 shares of
common stock of Vermillion, Inc., representing 5.66 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/9DjPoM

                          About Vermillion

Vermillion, Inc. is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $7.14 million in 2012, as
compared with a net loss of $17.79 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $6.50 million in total
assets, $4.22 million in total liabilities and $2.27 million in
total stockholders' equity.

BDO USA, LLP, in Austin, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations and an accumulated deficit, all of
which raise substantial doubt about the Company's ability to
continue as a going concern.


VERMILLION INC: M. Strobeck Held 8.4% Equity Stake at June 12
-------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Matthew Strobeck disclosed that, as of June 12, 2013,
he beneficially owned 2,054,070 shares of common stock of
Vermillion, Inc., representing 8.4 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                         http://is.gd/glo83i

                          About Vermillion

Vermillion, Inc. is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $7.14 million in 2012, as
compared with a net loss of $17.79 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $6.50 million in total
assets, $4.22 million in total liabilities and $2.27 million in
total stockholders' equity.

BDO USA, LLP, in Austin, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations and an accumulated deficit, all of
which raise substantial doubt about the Company's ability to
continue as a going concern.


WALTER ENERGY: S&P Puts 'B' CCR on CreditWatch Negative
-------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including its 'B' corporate credit rating, on Water
Energy Inc. on CreditWatch with negative implications.  At the
same time, S&P lowered the rating on the existing senior secured
bank facility to 'B+' from 'BB-' and revised the recovery rating
to '2' from '1'.  S&P also withdrew the 'BB-' rating on its
proposed senior secured bank facilities after the company
announced on June 14, 2013, that it was not proceeding with the
refinancing of a portion of its existing debt.  The CreditWatch
placement means S&P could affirm or lower the ratings after it
completes its review.

"We placed the ratings on CreditWatch because the cancellation of
the proposed transaction, which pushed out its $494 million of
2015 term loan A maturities and eliminated maintenance covenants,
could constrain the company's liquidity.  Given the weak
metallurgical (met) coal markets and the uncertain timing of its
recovery, the cancellation of this transaction could cause the
company to have less than 10% headroom under its senior secured
debt covenant, which is currently set at 5.5x of secured debt to
EBITDA and ratchets down to 4.75x by the end of 2013.  Moreover,
continued weak met coal markets could make the repayment or
refinancing of the 2015 maturity less certain.  We currently
expect that Walter Energy's performance will be weak for the next
couple of years and that leverage will climb to about 8x in 2013
and remain at more than 5x in 2014, with funds from operations
(FFO) to total debt remaining less than 15% in both years, as the
company continues to face low met coal prices," S&P noted.

"In resolving the CreditWatch, we will evaluate the company's
cushion under the covenants under its existing bank agreement and
its plans to address its 2015 maturity and other steps it may be
contemplating to enhance liquidity," said Standard & Poor's credit
analyst Marie Shmaruk.


WAVE SYSTEMS: Stockholders Elect Four Directors
-----------------------------------------------
Wave Systems Corp. held its annual meeting of stockholders on
June 20, 2013, at which the stockholders:

   (1) elected Nolan Bushnell, Robert Frankenberg, George Gilder
       and Steven Sprague as directors to hold office until the
       next Annual Meeting and until their successors are duly
       elected and qualified;

   (2) ratified the amendment to the Amended and Restated 1994
       Employee Stock Option Plan to increase the number of shares
       of Class A Common Stock authorized for issuance thereunder
       from 19,000,000 to 24,000,000;

   (3) approved a series of amendments to the Company's Restated
       Certificate of Incorporation to effect a reverse stock
       split of the Company's Class A Common Stock and Class B
       Common Stock whereby, at the discretion of the Company's
       Board of Directors, each outstanding 2, 3 or 4 shares of
       the Company's Class A Common Stock and Class B Common
       Stock, respectively, would be combined into and become one
       share of the Company's Class A Common Stock or Class B
       Common Stock, as applicable;

   (4) approved a proposed amendment to the Company's Restated
       Certificate of Incorporation to increase the number of
       authorized shares of Class A Common Stock that the Company
       is authorized to issue, at the discretion of the Company's
       Board of Directors, from 150,000,000 to 190,000,000;

   (5) approved, on a non-binding advisory basis, the compensation
       of the named executive officers; and

   (6) ratified the appointment of KPMG LLP as the Company's
       independent registered public accounting firm for 2013.

                     Initiates Search for COO

Wave Systems has initiated an executive search for a Chief
Operating Officer.  The COO role would be a new position at the
company, responsible for day-to-day operations, developing sales
channels, overhead management, execution of product and cloud
services strategy, and other corporate objectives.

"Wave has undergone substantial growth in the last two years, from
the Safend acquisition to significant expansion throughout Europe
and Asia, along with the roll out of innovative new security
products in the tablet market," commented Chairman of the Board
John Bagalay.  "The addition of a Chief Operating Officer to the
executive staff will enable the company to continue to focus on
the market engagement of Trusted Computing, while also enhancing
the focus on product and service excellence and operational
discipline."

"We're looking for an individual with the drive and passion to
help foster a high-performance culture, accelerate the sale of
Wave's product portfolio and to further our objectives of
benefiting our customers, stockholders and employees," commented
Mr. Bagalay.

Mr. Bagalay, along with Directors Nolan Bushnell and Bob
Frankenberg will serve on the Executive Committee participating in
the search.  During the search period, the committee will work
with the Chief Executive Officer to establish the role, authority
and responsibilities of this new position within the Company's
management organizational structure and provide consultation to
the Chief Executive Officer on the significant management and
operational functions of the company.

                        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.


* Fitch: Outlook for US Life Insurance Industry to Remain Stable
----------------------------------------------------------------
Rating stability for the U.S. life insurance industry reflects the
sector's strong balance sheet fundamentals and improved liquidity
profile, according to Fitch Ratings' new report 'U.S. Life
Insurance Sector Update.'

These factor help mitigate ongoing concerns over challenging
macroeconomic conditions pressuring industry operating
fundamentals. The large majority of Fitch rating actions taken on
its North American insurance portfolio in 2012 and into 2013 were
affirmations with Stable Outlooks.

Fitch's key rating concerns include uncertainty over macroeconomic
conditions due to ongoing turmoil in Europe, sustained low
interest rates and overall weak economic recovery both in the U.S.
and abroad. Fitch expects sustained low interest rates over the
next two years to negatively affect earnings growth rates, but
will not have a material effect on industry capital.

If interest rates remain low much beyond 2014, Fitch's life
insurer rating outlook would likely turn negative.


* Fitch Has Mix Outlook for U.S. Niche real Estate Banks
--------------------------------------------------------
The outlook for U.S. niche real estate banks for the remainder of
2013 is mixed given various idiosyncratic risks facing individual
banks and the overall market environment, according to a new Fitch
Ratings report.

Earning headwinds are a risk the entire group, although some of
Fitch's lower rated niche banks have some potential ratings upside
in the medium term due to improving asset quality. Furthermore,
regulatory changes should have a mixed impact throughout the
group, as residential lenders will face heighted burdens from new
regulations relative to commercially focused lenders.

For the third consecutive year all of the niche banks posted
positive results. The median ROA for the group is nearing pre-
crisis levels. However, core earnings for the group are expected
to face headwinds in the near term as reserve releases slow and
banks continue to combat margin pressures. Niche banks are
especially susceptible to margin pressure since they have very
little fee income revenue. Fee revenue totals 14% of total revenue
versus 27% for mid-tier regional banks (banks with $10bn-$35bn in
assets).

The five issuers in Fitch's niche real estate bank portfolio
typically employ focused strategies with limited product offerings
and limited revenue diversification. Fitch generally views asset
concentrations negatively. This view is balanced against these
institutions' demonstrated ability to implement core strategies
with limited volatility through economic cycles.

Fitch also notes that unlike most of the banking industry, many of
the niche banks are actively pursuing opportunities to expand
their branch network to reduce reliance on wholesale funding.

On April 10, 2013, Fitch reviewed the ratings for the five banks
in its niche real estate peer group. Following the review, Fitch
upgraded Emigrant Bancorp, Inc.'s (EMIG) long-term Issuer Default
Rating to 'B' from 'B-'. Fitch also affirmed the remaining four
niche bank ratings - Astoria Financial Corporation, CapitalSource,
Inc., Dime Community Bancshares, Inc., and New York Community
Bancorp, Inc.


BOND PRICING: For Week From June 17 to 21, 2013
-----------------------------------------------

  Company              Ticker  Coupon  Bid Price  Maturity Date
  -------              ------  ------  ---------  -------------
AES Eastern Energy LP  AES      9.000     1.750       1/2/2017
AES Eastern Energy LP  AES      9.670     4.125       1/2/2029
AGY Holding Corp       AGYH    11.000    52.250     11/15/2014
ATP Oil & Gas Corp     ATPG    11.875     1.625       5/1/2015
ATP Oil & Gas Corp     ATPG    11.875     1.000       5/1/2015
ATP Oil & Gas Corp     ATPG    11.875     1.000       5/1/2015
Affinion Group
  Holdings Inc         AFFINI  11.625    54.000     11/15/2015
Alion Science &
  Technology Corp      ALISCI  10.250    63.623       2/1/2015
Ally Financial Inc     ALLY     6.350    97.800      7/15/2019
Ambac Financial
  Group Inc/Old        ABK      6.150    15.200       2/7/2087
Buffalo Thunder
  Development
  Authority            BUFLO    9.375    31.250     12/15/2014
Cengage Learning
  Acquisitions Inc     TLACQ   10.500     8.625      1/15/2015
Cengage Learning
  Acquisitions Inc     TLACQ   12.000     8.000      6/30/2019
Cengage Learning
  Acquisitions Inc     TLACQ   10.500     8.625      1/15/2015
Cengage Learning
  Holdco Inc           TLACQ   13.750     1.375      7/15/2015
Champion
  Enterprises Inc      CHB      2.750     0.375      11/1/2037
Citigroup Inc          C        2.210    99.380      6/26/2013
Delta Air Lines 1993
  Series A1 Pass
  Through Trust        DAL      9.875    20.875      4/30/2049
Downey Financial Corp  DSL      6.500    64.000       7/1/2014
Dynegy Roseton LLC /
  Dynegy Danskammer
  LLC Pass Through
  Trust Series B       DYN      7.670     4.500      11/8/2016
Eastman Kodak Co       EK       7.000    15.000       4/1/2017
Eastman Kodak Co       EK       9.200    17.916       6/1/2021
Eastman Kodak Co       EK       9.950    17.700       7/1/2018
FairPoint
  Communications
  Inc/Old              FRP     13.125     1.040       4/2/2018
FiberTower Corp        FTWR     9.000     8.750       1/1/2016
GMX Resources Inc      GMXR     9.000    20.201       3/2/2018
GMX Resources Inc      GMXR     4.500     3.362       5/1/2015
Gasco Energy Inc       GSXN     5.500    17.000      10/5/2015
Geokinetics
  Holdings USA Inc     GEOK     9.750    51.750     12/15/2014
HP Enterprise
  Services LLC         HPQ      3.875    94.525      7/15/2023
James River Coal Co    JRCC     4.500    43.230      12/1/2015
LBI Media Inc          LBIMED   8.500    30.000       8/1/2017
Lehman Brothers
  Holdings Inc         LEH      1.000    20.500      8/17/2014
Lehman Brothers
  Holdings Inc         LEH      0.250    20.500     12/12/2013
Lehman Brothers
  Holdings Inc         LEH      1.000    20.500      3/29/2014
Lehman Brothers
  Holdings Inc         LEH      0.250    20.500      1/26/2014
Lehman Brothers
  Holdings Inc         LEH      1.250    20.500       2/6/2014
Lehman Brothers
  Holdings Inc         LEH      1.000    20.500      8/17/2014
Mashantucket Western
  Pequot Tribe         MASHTU   8.500     6.375     11/15/2015
Mashantucket Western
  Pequot Tribe         MASHTU   8.500     6.375     11/15/2015
OnCure Holdings Inc    ONCJ    11.750    41.750      5/15/2017
Overseas Shipholding
  Group Inc            OSG      8.750    81.250      12/1/2013
PMI Group Inc/The      PMI      6.000    28.000      9/15/2016
Penson Worldwide Inc   PNSN    12.500    23.375      5/15/2017
Penson Worldwide Inc   PNSN     8.000     8.375       6/1/2014
Penson Worldwide Inc   PNSN    12.500    23.375      5/15/2017
Platinum Energy
  Solutions Inc        PLATEN  14.250    57.600       3/1/2015
Powerwave
  Technologies Inc     PWAV     1.875     1.125     11/15/2024
Powerwave
  Technologies Inc     PWAV     1.875     1.125     11/15/2024
Residential
  Capital LLC          RESCAP   6.875    30.500      6/30/2015
Savient
  Pharmaceuticals Inc  SVNT     4.750    15.000       2/1/2018
School Specialty Inc   SCHS     3.750    40.000     11/30/2026
THQ Inc                THQI     5.000    45.500      8/15/2014
TMST Inc               THMR     8.000     9.500      5/15/2013
Terrestar
  Networks Inc         TSTR     6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC /
  TCEH Finance Inc     TXU     15.000    27.000       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU     10.250     9.000      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU     10.250     9.750      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU     10.500    12.500      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU     15.000    29.750       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU     10.250     9.750      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU     10.500     9.375      11/1/2016
Texfi Industries       TXFIE    8.750     1.000       8/1/1999
USEC Inc               USU      3.000    20.000      10/1/2014
Verso Paper
  Holdings LLC /
  Verso Paper Inc      VRS     11.375    46.765       8/1/2016
WCI Communities
  Inc/Old              WCI      4.000     0.375       8/5/2023
Weyerhaeuser Co        WY       7.250    99.253       7/1/2013



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
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                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
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Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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