TCR_Public/130627.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, June 27, 2013, Vol. 17, No. 176

                            Headlines

1ST FINANCIAL: To Continue to Explore Strategic Alternatives
250 AZ: Wants to Employ David L. Knapper as Special Counsel
261 EAST: Has OK to Continue Using Cash Collateral Until Aug. 31
ADVANCED COMPUTER: Has Until Sept. 30 to Propose Chapter 11 Plan
AEROVISION HOLDINGS: Case Summary & 9 Unsecured Creditors

AFFINION GROUP: S&P Lowers CCR to 'CCC+'; Outlook Negative
AIR CANADA: Fitch Assigns 'BB-' Rating to C$300MM Secured Notes
AIR CANADA: Proposed C$300MM Notes Offer Gets Moody's 'B2' Rating
AMERICAN AIRLINES: Commences Tender Offers for 8.625% Cl. A Certs.
AMERICAN FELLOWSHIP: Judge Orders Firm Into Liquidation

AMERICAN MEDIA: Swings to $55.5 Million Net Loss in Fiscal 2013
APPVION INC: Amends Tender Offer for 10.50% Senior Secured Notes
APPVION INC: Moody's Lowers SGL Rating to SGL-3
ARCAPITA BANK: Judge Approves Goldman's Bankruptcy Loan
ATP OIL: Obtains Authority to Use Cash Collateral Until June 28

ATP OIL: Andarko Wants Gomez Rejection Order Stayed Pending Appeal
ATP OIL: Files Omnibus Reply to Deepwater Asset Sale Objections
ATP OIL: Sankaty Seeks Remittance of $1.1MM "True Up" Payment
BAKERFIELD GROVE: Case Dismissal Hearing Continued to Aug. 15
BIOLIFE SOLUTIONS: Offering 21.8MM Common Shares Under Plans

BLITZ USA: Young Conaway Okayed as Counsel for LAM 2011 & BAH
BLUE SPRINGS FORD: Plan Effective Date Delayed
BONDS.COM GROUP: E. Lockhart a 10.9% Owner as of June 20
BONDS.COM GROUP: Patricia Kemp a 12.5% Owner as of June 20
BOUNDARY BAY: Confirms Third Amended Chapter 11 Plan

CABLE READY: Cable-TV Show Distributor Files for Bankruptcy
CABLE READY: Case Summary & 20 Largest Unsecured Creditors
CARPINTERIA PARTNERS: Case Summary & 20 Top Unsec. Creditors
CBS I: Counsel Transfers to Larson & Zirzow
CDR OKEECHOBEE: Voluntary Chapter 11 Case Summary

CELL THERAPEUTICS: FDA Partially Delays Tosedostat Clinical Work
CENTRAL COVENTRY FIRE: Judge Order Liquidation
CHINA VILLAGE: Case Dismissed After Cathay Bank Settlement
CHS/COMMUNITY HEALTH: Moody's Lifts Senior Debt Rating to 'Ba2'
COLDWATER PORTFOLIO: Trigild Property Okayed to Manage Properties

COLLIERVILLE BUSINESS: Case Summary & 17 Unsec. Creditors
COMMUNITY FIRST: Adds Two New Members to Board
CROWN MEDIA: Hallmark Held 90% of Class A Shares at June 24
EASTERN HILLS: Voluntary Chapter 11 Case Summary
EASTMAN KODAK: Gets Judge's OK to Solicit Votes for Ch. 11 Plan

EASTMAN KODAK: Rights Offering Procedures Approved
ELEPHANT TALK: Crede CG Held 7.6% Equity Stake at June 14
EVEN ST. PRODUCTIONS: Sly Stone Seeks Dismissal of Chapter 11s
EVERGREEN OIL: Selling to Clean Harbors Under Plan
EXECUTIVE BENEFITS: High Court to Review Bankruptcy Judges' Powers

EXIDE TECHNOLOGIES: S&P Rates $225MM DIP ABL Facility 'BB-'
FAURECIA EXHAUST: 6th Cir. Upholds Dismissal of "Pearce" Claims
FLC HOLDING: To Sell Banks to First American for $500,000
FPL ENERGY: Moody's Downgrades Senior Bond Ratings to 'B1'
GILLUM FAMILY: Voluntary Chapter 11 Case Summary

GREEN MOUNTAIN: Declining Leverage Cues Moody's to Up CFR to Ba2
HAMPTON LAKE: Plan Outline Approved; Confirmation on Sept. 17
HELIX ENERGY: S&P Assigns 'BB' Rating to $900MM Sr. Sec. Facility
HERCULES OFFSHORE: To Buy Majority Interest in Discovery
HERCULES OFFSHORE: $400MM Notes Issue Gets Moody's 'B3' Rating

HRK HOLDINGS: Seeks Exclusive Plan Filing Pd. Extended to Aug. 30
HUSTAD INVESTMENTS: Plan Filing Exclusivity Expires
IGPS CO: Trustee Contends Insider Sale Price Is Too Low
IN PLAY: Taps Allen & Vellone as Bankruptcy Co-Counsel
IN PLAY: VLP Consulting Approved as Accountant

JAMES RIVER: S&P Lowers Ratings on Convertible Notes to 'D'
JHK INVESTMENTS: Hearing on Cash Collateral Use Set for July 16
KO-KAUA OHANA: Hearing on More Plan Exclusivity Tomorrow
LEE AND KENT: Case Summary & 20 Largest Unsecured Creditors
LEHMAN BROTHERS: Repo Clients Don't Have Customer Claims

LIME ENERGY: Revises Filing Schedule for Delinquent Reports
LODGENET INTERACTIVE: Renamed "Sonifi Solutions"
LOS GATOS: Has OK to Continue Cash Collateral Use Until Dec. 31
LUKEN COMMUNICATIONS: Case Summary & 20 Largest Unsec. Creditors
MANCHA DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors

MATTRESS FIRM: Moody's Changes Ratings Outlook to Positive
MAXIM CRANE: S&P Revises Outlook on 'B' CCR to Stable
MEDSOLUTIONS HOLDINGS: Moody's Says Revised Structure Credit Pos.
MEDSOLUTIONS HOLDINGS: S&P Raises Rating on $375MM Facility to B+
MF GLOBAL: CFTC Looking to Bring Charges Against Corzine

MILLWASP REALTY: Case Summary & 5 Unsecured Creditors
MONTEBELLO, CA: Moody's Affirms 'Ba1' Rating on Sec. Obligations
NAMCO LLC: Pool Retailer Will Sell Under Chapter 11 Plan
NATIONAL FINANCIAL: Moody's Cuts Senior Revolver Rating to 'B2'
NATIONAL HOLDINGS: Talks About Gilman Merger at Conference Call

NAVISTAR INTERNATIONAL: CFO to Quit by Month's End
NORTEL NETWORKS: Stipulation with Michigan Treasury Dept. Approved
OLD COLONY: Bankruptcy Plan Declared Effective on June 14
OMNICOMM SYSTEMS: Director Jon Seltzer Resigns
ONCURE HOLDINGS: Final DIP Financing Hearing on July 24

ORCHARD SUPPLY: July 15 Hearing on Bid to Hire Advisors
ORCHARD SUPPLY: Auction to Select Liquidator on June 27
ORCHARD SUPPLY: Wins Interim OK for $176-Mil. of DIP Financing
ORCHARD SUPPLY: Seeks Approval of Rondone Class Suit Settlement
ORCHARD SUPPLY: Proposes Bonuses for Completing Sale

ORCHARD SUPPLY: NASDAQ Delists Class A Common Stock After Ch. 11
ORECK CORP: Get Court's Final Nod on $9.5 Million DIP Financing
ORECK CORP: Court OKs Sawaya as Debtors' Financial Advisor
PACIFIC THOMAS: Files Reorg Plan, Plan Outline Hearing on July 18
PARKWAY PROPERTIES: Lenox Says Plan Outline Lacks Adequate Info

PARKWAY PROPERTIES: Lenox Mortgage Wants Relief From Stay
PETROQUEST ENERGY: S&P Lowers Sr. Unsecured Debt Rating to 'B'
PHARMACEUTICAL RESEARCH: Kohlberg Bid Triggers Moody's Review
PM CROSS: Chapter 22 Petition Filed in Bad Faith, Court Says
POINT CENTER: Wants Plan Filing Period Extended to Oct. 17

POINT CENTER: Committee Can Hire Marshack Hays as Gen. Counsel
POLITICAL CONCEPTS: Restaurant Chain Operator Files Chapter 11
QBEX ELECTRONICS: Court Extends Plan Filing Deadline Until July 29
QUICKSILVER RESOURCES: S&P Lowers Corp. Credit Rating to 'CCC+'
R-ANELL HOUSING: Case Summary & 20 Largest Unsecured Creditors

RADNOR HOLDINGS: Court Grants Skadden Arps' $4.2MM Final Fees
RENEWABLE ENERGY SD: Files for Chapter 7 Bankruptcy
RESIDENTIAL CAPITAL: Court Approves Ally Plan Support Agreement
RG STEEL: To Sell Real Property to Moose One for $837,700
RG STEEL: Seeks Court Approval to Employ APS as Agent

RG STEEL: Signs Deal to Resolve Dispute Over Sparrows Point Sale
RITE AID: Stockholders Elect Seven Directors
ROTHSTEIN ROSENFELDT: Trustee Cannot Halt Versace Mansion Lawsuit
SAINT MARY'S: Moody's Affirms 'Ba2' Long-Term Bond Rating
SCOOTER STORE: Auction Scheduled for Aug. 6

SCHUPBACH INVESTMENTS: Life Policy Assignment to Rose Hill Valid
SKRO FAMILY: Extension of DIP Loan Maturity Date Sought
STANADYNE HOLDINGS: Moody's Cuts CFR to 'Caa2'; Outlook Negative
STATER BROS: S&P Revises Outlook to Negative & Affirms 'B+' CCR
SPRINT NEXTEL: Gets Overwhelming Stockholders OK of SoftBank Deal

STACY'S INC.: Case Summary & 20 Largest Unsecured Creditors
STANLEY SWAIN'S: Case Summary & 20 Largest Unsecured Creditors
SUNRISE REAL ESTATE: Mi Jun Replaces Wang Yan as CFO
TEMECULA MINING: Court Dismisses Chapter 11 Case
TEN SAINTS: July 31 Hearing to Confirm Amended Plan

TENET HEALTHCARE: On Moody's Downgrade Review After Vanguard Deal
TRANSDIGM INC: Dividend Payment Prompts Moody's to Cut CFR to B2
TRISPORTS.COM: Online Triathalon Retailer Files Chapter 11
UNITED RENTALS: Moody's Changes Outlook on B2 CFR to Positive
VALLEY VIEW: Case Summary & 20 Largest Unsecured Creditors

VALUE SCHOOLS: S&P Assigns 'BB+' Rating to CA Series 2013 Bonds
VERIFONE INC: Moody's Revises Outlook to Negative & Keeps Ba3 CFR
VERSO PAPER: NYSE to Commence Delisting Proceedings
VILLAGE OF RIVERDALE: Moody's Reviews Ratings Due to Lack of Info
VILLAGE SQUARE: Court Dismisses Involuntary Chapter 11 Case

VISKASE COMPANIES: Moody's Retains 'B2' Corp. Family Rating
VITERA HEALTHCARE: Moody's Assigns 'B3' CFR, Stable Outlook
VITESSE SEMICONDUCTOR: Raging Capital Holds 19.2% Equity Stake
WAGSTAFF PROPERTIES: Venue of KFC Suit Transferred to Minnesota
ZOGENIX INC: Awards 202,000 RSUs to Named Executive Officers

* Suit to Collect Alimony Violates Automatic Stay

* Inability to Predict Customer Behavior a Weak Spot for Insurers
* Moody's Sees Slight Retreat of Beneficial Liquidity Conditions
* Senators to Introduce Bill to End Fannie Mae, Freddie Mac
* U.S. Wants S&P Ratings Case to Go to Trial in Early 2015
* Fitch Says Gold Mining Writedowns Manageable For Now

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

1ST FINANCIAL: To Continue to Explore Strategic Alternatives
------------------------------------------------------------
At the annual meeting of stockholders of 1st Financial Services
Corporation held on June 24, 2013, CEO Michael G. Mayer disclosed
the company's financial results for 2013:

   * Loan demand remains weak and the Company does not see signs
     of significant improvement.  The Company will continue to
     look at all its markets for loan opportunities, including its
     Charlotte market.  Net interest income and the net interest
     margin are expected to contract as loan repayments exceed net
     new originations, resulting in a shift from higher-yielding
     loans to lower-yielding securities.  The Company is exposed
     to greater interest rate sensitivity and rising interest
     rates are expected to compress the Company's net interest
     margin.  Rising interest rates have and will result in
     unrealized losses in its securities portfolio;

   * Provision for loan loss expense is anticipated to be lower
     for the full-year 2013, as compared to 2012;

   * Mortgage services revenue is projected to decrease in 2013,
     compared to 2012, as the Company expects lower refinancings
     as interest rates rise;

   * Securities gains are expected to be nominal in 2013, compared
     to 2012;

   * Service charge revenue may decline as new regulations impose
     additional restrictions;

   * Noninterest expense is anticipated to decline by over
     $800,000 for the year 2013 due to reduced problem loan and
     foreclosed asset expense, as compared to 2012;

   * The Corporation's nonperforming assets currently total $35
     million and it is expected nonperforming assets will fall
     below $32 million by year-end 2013;

   * The Company is not experiencing significant additions to
     nonperforming assets, yet the Company still has concerns
     about macroeconomic factors and the effect these factors
     could have on its asset quality and our profitability;

   * The Company continues to sell foreclosed real estate, yet it
     has several large properties that it anticipates will take
     longer to liquidate;

   * The Corporation believes it will experience continued
     quarterly profits throughout 2013;

   * Recapture of any portion of the valuation allowance against
     the Company's deferred tax asset would add further to the
     Corporation's profitability for 2013;

   * The Corporation's anticipated profitability would serve as a
     source of capital, yet not in an amount sufficient to improve
     the Company's regulatory capital ratios to the levels
     required by its regulatory enforcement actions.  Without
     additional capital, the Company will not be able to remove
     its regulatory restrictions; and

   * The Corporation continues to explore strategic alternatives.

                        About 1st Financial

Hendersonville, North Carolina-based 1st Financial Services
Corporation is the bank holding company for Mountain 1st Bank &
Trust Company.  1st Financial has essentially no other assets or
liabilities other than its investment in the Bank.  1st
Financial's business activity consists of directing the activities
of the Bank.  The Bank has a wholly owned subsidiary, Clear Focus
Holdings LLC.

The Bank was incorporated under the laws of the state of North
Carolina on April 30, 2004, and opened for business on May 14,
2004, as a North Carolina chartered commercial bank.  At Dec. 31,
2011, the Bank was engaged in general commercial banking primarily
in nine western North Carolina counties: Buncombe, Catawba,
Cleveland, Haywood, Henderson, McDowell, Polk, Rutherford, and
Transylvania.  The Bank operates under the banking laws of North
Carolina and the rules and regulations of the Federal Deposit
Insurance Corporation (the FDIC).

As a North Carolina bank, the Bank is subject to examination and
regulation by the FDIC and the North Carolina Commissioner of
Banks.  The Bank is further subject to certain regulations of the
Federal Reserve governing reserve requirements to be maintained
against deposits and other matters.  The business and regulation
of the Bank are also subject to legislative changes from time to
time.

The Bank's primary market area is southwestern North Carolina.
Its main office and Hendersonville South office are located in
Hendersonville, North Carolina.  At Dec. 31, 2011, the Bank also
had full service branch offices in Asheville, Brevard, Columbus,
Etowah, Forest City, Fletcher, Hickory, Marion, Shelby, and
Waynesville, North Carolina.  The Bank's loans and deposits are
primarily generated from within its local market area.

1st Financial disclosed net income of $1.27 million in 2012, as
compared with a net loss of $20.47 million in 2011.

Elliott Davis, PLLC, in Greenville, South Carolina, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered recurring losses that
have eroded regulatory capital ratios, and the Company's wholly
owned subsidiary, Mountain 1st Bank & Trust Company, is under a
regulatory Consent Order with the Federal Deposit Insurance
Corporation and the North Carolina Commissioner of Banks that
requires, among other provisions, capital ratios to be maintained
at certain heightened levels.  In addition, the Company is under a
written agreement with the Federal Reserve Bank of Richmond that
requires, among other provisions, the submission and
implementation of a capital plan to improve the Company and the
Bank's capital levels.  As of Dec. 31, 2012, both the Bank and the
Company are considered "significantly undercapitalized" based on
their respective regulatory capital levels.  These considerations
raise substantial doubt about the Company's ability to continue as
a going concern.

The Company's balance sheet at March 31, 2013, showed $697.46
million in total assets, $677.74 million in total liabilities and
$19.72 million in total stockholders' equity.


250 AZ: Wants to Employ David L. Knapper as Special Counsel
-----------------------------------------------------------
250 AZ, LLC, asks the U.S. Bankruptcy Court for the District of
Arizona for permission to employ David L. Knapper and the Law
Offices of David L. Knapper as special counsel.

Mr. Knapper will, among other things:

   a. advise the Debtor and assist Breen Olson & Trenton, LLP,
      the Debtor's main counsel, with respect to testimony,
      documents and arguments to be presented at evidentiary
      hearings;

   b. advise the Debtor and assist Breen Olson & Trenton with
      respect to evidentiary and strategic matters; and

   c. appear and assist in conducting the hearings on behalf of
      the Debtor as one of its attorneys.

The Debtor has selected Mr. Knapper, a sole proprietor, doing
business as Law Offices of David L. Knapper, to assist in
preparing and conducting all evidentiary hearings beginning
June 19, 2013, and possibly additional dates in which related
issues maybe continued.

Mr. Knapper will charge the Debtor an hourly rate of $250.
Mr. Knapper is requesting an initial retainer of $30,000, but
reserves the right to apply for payment of fees exceeding the
retainer. The retainer will not come from any secured creditor's
cash collateral.

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

                         About 250 AZ, LLC

250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona, on Jan. 22, 2013.  In its schedules,
the Debtor disclosed $25 million in assets and $70.8 million in
liabilities. 250 AZ owns an 84.70818% tenant in common interest in
a 29-story office building located at 250 East Fifth Street, in
Cincinnati, Ohio.

The Debtor is represented by Dennis M. Breen, III, Esq., at
Breen Olson & Trenton, LLP.

The U.S. Trustee advised the Court that an official committee of
unsecured creditors has not been appointed because an insufficient
number of persons holding unsecured claims against the company
have expressed interest in serving on a committee.


261 EAST: Has OK to Continue Using Cash Collateral Until Aug. 31
----------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York has authorized 261 East 78 Realty
Corporation to continue using MB Financial Bank, N.A.'s cash
collateral until Aug. 31, 2013.

As reported by the Troubled Company Reporter on Jan. 8, 2013, the
Court authorized the Debtor to use the cash collateral solely to
cover the immediate cash needs of the Debtor's business pursuant
to a budget, until Dec. 31, 2012.

As partial adequate protection for the Debtor's use of the cash
collateral, MB Financial is granted valid, perfected, and
enforceable liens upon and security interests in all of the types
of property coming into existence after the Petition Date, but
excluding any cause of action under Sections 544, 547, 548 or 550
of the Bankruptcy Code and related proceeds.

In the event that the Court determines that the replacement liens
granted are insufficient to protect MB Financial for any
diminution in value of the prepetition collateral during the case,
the diminution in value will be afforded status as a super-
priority administrative expense claim under Section 507(b) of the
Bankruptcy Code to the same extent of the validity of MB
Financial's s valid and perfected pre-petition liens.

                          About 261 East

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

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


ADVANCED COMPUTER: Has Until Sept. 30 to Propose Chapter 11 Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico extended
until Sept. 30, 2013, Advanced Computer Technology Inc.'s
exclusive period to propose a Chapter 11 Plan and explanatory
Disclosure Statement.

The Debtor notes that recovering funds deposited with the Clerk of
the Court of First Instance will allow the Debtor to determine the
nature of its Plan.  The Debtor explained that due to opposition
to the turnover orders filed by Gomez Holdings, Inc. in the Court
of First Instance, the Debtor is litigating the turnover of funds.
In Civil Case No. KAC2009-1257 the matter is in the Court of
Appeals and in Civil Case No. KCD2004-0604 the matter is still
pending resolution.

                      About Advanced Computer

San Juan, Puerto Rico-based Advanced Computer Technology, Inc.,
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-04454) in
Old San Juan on June 6, 2012.  The Debtor, an information system
consulting firm, disclosed $10.34 million in assets and $6.176
million in liabilities in its schedules.  It said software and
licenses rights are worth $6.30 million.  The value of its 100%
ownership of Sprinter Solutions, Inc., is unknown.

The Debtor's only shareholder is Investigacion Y Programas, S.A.
Its president is Jaime Romano and its secretary and chief
executive officer is Osvaldo Karuzic, none of whom hold any shares
in the Debtor.

Bankruptcy Judge Brian K. Tester presides over the case.  Charles
Alfred Cuprill, Esq., at Charles A. Cuprill, PSC Law Offices, in
San Juan, P.R., serves as the Debtor's counsel.

William Santiago-Satre, Esq., at De Diego Law Offices, in
Carolina, P.R., represents Banco Bilbao Vizcaya Argentaria Puerto
Rico as counsel.


AEROVISION HOLDINGS: Case Summary & 9 Unsecured Creditors
---------------------------------------------------------
Debtor: Aerovision Holdings 1 Corp.
        10130 Northlake Boulevard, Suite 214-243
        West Palm Beach, FL 33412

Bankruptcy Case No.: 13-24624

Chapter 11 Petition Date: June 21, 2013

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Craig I. Kelley, Esq.
                  KELLEY & FULTON, PL
                  1665 Palm Beach Lakes Boulevard, #1000
                  West Palm Beach, FL 33401
                  Tel: (561) 491-1200
                  E-mail: cik@kelleylawoffice.com

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

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

The petition was signed by Mark Daniels, president.

Debtor's List of Its Nine Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Air-1 Flight Support Inc.          Transportation         $200,000
3139 Jet Center Ter                Services
Fort Pierce, FL 34946

Aero Enterprises, Inc.             Mechanical Services     $85,000
1270 Caldwell Corner Road
Townsend, DE 19734

Aerovision LLC                     --                      Unknown
10 Ferry Street, #313
Concord, NH 03301

i3 Aircraft Holdings One, LLC      --                      Unknown

Integration Innovation, Inc.       --                      Unknown

Logix Global, Inc.                 --                      Unknown

Red Eagle Avionics                 Aircraft Services       Unknown

Thiara Aviation Inc.               --                      Unknown

Tiger Aircraft Corp.               --                      Unknown


AFFINION GROUP: S&P Lowers CCR to 'CCC+'; Outlook Negative
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Stamford, Conn.-based Affinion Group Holdings Inc. to
'CCC+' from 'B-'.  The outlook is negative.

At the same time, S&P lowered its issue-level ratings on all
existing debt by one notch, in conjunction with its change to the
corporate credit rating.  The recovery ratings on this debt remain
unchanged.

Total debt outstanding was $2.2 billion as of March 31, 2013.

The downgrade reflects the company's weak near-term operating
outlook, increasing debt leverage, and S&P's view that the company
will not remain in compliance with operating company Affinion
Group Inc.'s 5x debt-to-EBITDA provision for making restricted
payments.  This covenant governs its ability to pay dividends to
the parent, Affinion Group Holdings Inc., so that the holding
company can pay cash semiannual interest payments on its 11.625%
senior notes due 2015.  S&P believes that Affinion Group Holdings
has the liquidity to make its next two semiannual interest
payments, in November 2013 and May 2014, as a result of the
$40 million operating company restricted payment provision.  S&P
believes that declining liquidity after the May 2014 payment will
mean that the company must refinance the holding company notes
before the November 2014 interest payment.  S&P believes it would
be difficult for the company to refinance under satisfactory
terms, given the distressed trading levels of the company's three
public note issues, high consolidated leverage, and declining
overall liquidity.

The rating reflects S&P's assessment of the company's business
risk profile as "weak," because of continued membership attrition
in many of its services, some affinity partner concentration
(especially in the financial services industry), and competitive
pressures in the membership marketing business.  Relatively high
leverage, a record of acquisitions and special dividends, and
minimal discretionary cash flow underpin its view of Affinion's
financial risk profile as "highly leveraged."  S&P assess
management and governance as "fair," as it believes there are
significant risks relating to its private-equity ownership.

Affinion is a direct marketer of membership, insurance, and credit
card ancillary services, primarily sold under the names of
affinity partner institutions, such as financial institutions and
retailers.  S&P considers its industry mature and heavily
dependent on ongoing spending to acquire new members.  The company
derives slightly half of its revenues from customers obtained
through its 10 largest marketing partners.  Organic revenue has
been declining recently, reflecting weak conditions in the
financial services industry.  Direct mail, which S&P views as
facing declining fundamentals, remains a significant marketing
channel for the company to acquire new members.  S&P expects the
company to continue to expand its online marketing efforts, though
response rates could decline because many players are pursuing a
similar strategy.


AIR CANADA: Fitch Assigns 'BB-' Rating to C$300MM Secured Notes
---------------------------------------------------------------
Fitch Ratings has assigned ratings of 'BB-/RR2' to Air Canada's
(AC) proposed CDN$300 million senior secured notes. The Issuer
Default Rating (IDR) for Air Canada (AC) remains unchanged at 'B'
with a Positive Outlook.

Proceeds from the transaction, along with the proceeds from the
proposed US$1 billion term loan facility announced last week (also
rated 'BB-/RR2'), will be used to fund a tender for AC's existing
$900 million first-lien and $200 million second-lien high yield
notes scheduled to mature in 2015 and 2016, respectively. The
existing notes are also callable. The new notes will feature a
six-year maturity, the same as the proposed term loan. Last week
AC also announced a new $100 million senior secured revolving
credit facility ('BB-/RR2') which will have a four-year maturity.

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

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

Key Rating Drivers

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

Ratings on the new notes and secured credit facilities are one
notch lower than Fitch's rating for AC's existing first lien high
yield notes. The differential is driven by the increase in the
total amount of debt outstanding ($300 million with the revolving
credit facility) compared to a smaller increase in the collateral
pool. Recovery prospects for the 1st lien holders are also diluted
by the higher amount of first lien debt being raised compared to
the existing notes which included $200 million in second lien
debt.

Rating Sensitivities

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

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

The ratings of the existing first lien and second lien notes will
be withdrawn after the completion of the tender or if the notes
are called.

Fitch has assigned the following ratings:

Air Canada

-- C$ senior secured notes due 2019 'BB-/RR2'.

Fitch rates Air Canada as follows:

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

The Rating Outlook is Positive.


AIR CANADA: Proposed C$300MM Notes Offer Gets Moody's 'B2' Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 senior secured rating to
Air Canada's proposed C$300 million notes issue. Air Canada's Caa1
corporate family, Caa1-PD probability of default and SGL-3
speculative grade liquidity ratings remain unchanged. The ratings
outlook remains positive.

Ratings Rationale:

The notes issue will share in the same collateral pool as Air
Canada's recently announced $1 billion term loan and $100 million
revolver. This collateral includes accounts receivables, certain
real property, certain Pacific routes and related gate leaseholds
and landing slots, landing slots at London's Heathrow, New York's
LaGuardia and Washington's Reagan airports, certain spare engines
and ground equipment.

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

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


AMERICAN AIRLINES: Commences Tender Offers for 8.625% Cl. A Certs.
------------------------------------------------------------------
American Airlines, Inc. on June 26 disclosed that it has commenced
tender offers to purchase for cash any and all of its 8.625% Class
A Pass Through Certificates, Series 2011-2, its 10.375% Class A
Pass Through Certificates, Series 2009-1, and its 13.0% 2009-2
Secured Notes due 2016.  The offers are made pursuant to and are
subject to the terms and conditions described in the Offer to
Purchase dated as of the date hereof (Offer to Purchase) and
related Letter of Transmittal.

The Securities and other information related to the tender offers
are described below.  These descriptions summarize information
contained in the Offer to Purchase and the related Letter of
Transmittal, which holders of Securities should read carefully and
in their entirety before deciding whether to tender.

CUSIP Number Title of Security
Payment(2)(3) Total

02377VAA0    8.625% Class A Pass Through Certificates, Series
2011--2
023763AA3    10.375% Class A Pass Through Certificates, Series
2009-1
023771R75    13.0% 2009--2 Secured Notes due 2016

Majority Instruction Fee(4) Total Consideration + Majority
Instruction Fee

$725,694,000
$520,110,000
$276,400,000


Original Aggregate Face/Principal Amount Current Aggregate Pool
Balance/Principal Amount Outstanding(1)

$660,371,609
$425,148,840
$159,036,999

Tender Offer Consideration(2)

$1,000
$1,000
$1,000

Early Tender

$65
$65
$65

Consideration(2)

$1,065
$1,065
$1,065

$5
$5
$5

$1,070
$1,070
$1,070


        (1) As of the date hereof.  Reflects principal repayments
or distributions, as the case may be, made prior to the date
hereof on each class of Securities but does not reflect any
scheduled repayments after the date hereof.  Prior to the
expiration date, principal repayments or distributions are
expected to be made on July 2, 2013 and August 1, 2013 with
respect to the pool balance of the 2009-1 Certificates and the
outstanding principal amount of the 2009-2 Notes, respectively.
Payment with respect to Securities accepted for purchase pursuant
to an offer will be made, however, only on outstanding pool
balances or principal amounts (as applicable) of the Securities as
of the applicable settlement date.

        (2) Per $1,000 outstanding pool balance or principal
amount of Securities tendered and accepted for purchase.
        (3) Included in applicable total consideration; not
included in applicable tender offer consideration.

        (4) Per $1,000 outstanding pool balance or principal
amount of Securities tendered and accepted for purchase.  Payable
only with respect to any class of Securities for which American
receives, and accepts for purchase, valid tenders (that are not
validly withdrawn) for more than 50% of the outstanding pool
balance or principal amount (as applicable) of such class as of
the applicable expiration date.

Assuming American completes the offers for such Securities on
terms and conditions acceptable to American, American currently
expects to repay all Securities outstanding after the settlement
of the applicable tender offer at a repayment price equal to 100%
of the outstanding pool balance or principal amount (as
applicable) of these Securities, together with accrued and unpaid
interest thereon, which price is less than the applicable total
consideration that holders who tender their Securities prior to
the applicable early tender date will be entitled to receive if
their Securities are accepted for purchase pursuant to the offers.

The tender offers expire at 5:00 p.m., EDT, on Aug. 2, 2013,
unless extended or earlier terminated.  Holders of Securities must
validly tender and not validly withdraw their Securities by 5:00
p.m., EDT, on July 10, 2013 (unless extended) to be eligible to
receive the applicable total consideration, which includes an
early tender payment of $65 per $1,000 outstanding pool balance or
principal amount (as applicable) of any Securities accepted for
purchase.  Holders of Securities who validly tender their
Securities after 5:00 p.m., EDT, on July 10, 2013 (unless
extended) but at or before the applicable expiration date will be
eligible to receive only the applicable total consideration minus
the applicable early tender payment.  Tenders of the Securities
may be withdrawn at any time prior to 5:00 p.m., EDT, on July 10,
2013 (unless extended), but may not be withdrawn thereafter unless
required by applicable law.  With respect to any class of
Securities for which American receives, and accepts for purchase,
valid tenders (that are not validly withdrawn) for more than 50%
of the outstanding pool balance or principal amount (as
applicable) of such class as of the applicable expiration date,
each holder who validly tenders (and does not validly withdraw)
its Securities of such class will receive a majority instruction
fee of $5 for each $1,000 outstanding pool balance or principal
amount (as applicable) of such Securities.

Holders who validly tender and do not validly withdraw their
Securities and whose Securities are accepted for purchase in the
applicable offer also will be paid accrued and unpaid interest at
the applicable stated interest rate (i.e., 8.625%, 10.375% and
13.0% for the 2011-2 Certificates, the 2009-1 Certificates and the
2009-2 Notes, respectively) from and including the last interest
payment date of the applicable Securities to, but excluding, the
applicable settlement date.

American's obligation in connection with any offer to accept for
purchase, and to pay for, any Securities that are validly tendered
and not validly withdrawn pursuant to an offer is subject to and
conditioned upon, among other things, the satisfaction or, where
applicable, its waiver or amendment, in each case as determined by
American in its sole discretion, of the following conditions: (1)
approval from the United States Bankruptcy Court for the Southern
District of New York for the offers shall not have been stayed,
reversed, modified or vacated; (2) holders of at least 40% of the
aggregate outstanding pool balance or principal amount (as
applicable) of the Securities, as of the applicable expiration
date, on a combined basis shall have validly tendered and not
validly withdrawn such Securities prior to the applicable
expiration date; (3) the U.S. Court of Appeals for the Second
Circuit shall not have issued any decision, judgment, or other
order in U.S. Bank Trust National Association, et al. v. American
Airlines, et al., Nos. 13-1204, 13-1207, 13-1208 prior to the time
at which American enters into a binding commitment for the
issuance of new debt financing; (4) American shall have issued new
debt financing subsequent to the date hereof in an amount, and on
terms and conditions, satisfactory to American in its sole and
absolute discretion; and (5) certain general conditions, as
further described in the Offer to Purchase.  Each offer can be
modified or terminated without affecting the terms or conditions
of any other offer.

The Offer to Purchase and related Letter of Transmittal also
address certain U.S. federal income tax considerations.  Holders
of Securities should seek their own advice based on their
particular circumstances from an independent tax advisor.

American has retained Deutsche Bank Securities Inc. and Morgan
Stanley & Co. LLC to serve as the Dealer Managers for the tender
offers. American also has retained D.F. King & Co., Inc. to serve
as the Tender Agent and Information Agent.  Copies of the Offer to
Purchase and Letter of Transmittal can be obtained by contacting
the Information Agent at (800) 290-6429.  Questions regarding the
tender offers should be directed to Deutsche Bank Securities Inc.
at (866) 627-0391 (toll-free) or (212) 250-2955 (collect) and
Morgan Stanley & Co. LLC at (800) 624-1808 (toll-free) or (212)
761-1057 (collect).  You may also contact your broker, dealer,
commercial bank or trust company or other nominee for assistance
concerning the offers.

                     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 FELLOWSHIP: Judge Orders Firm Into Liquidation
-------------------------------------------------------
The American Fellowship Mutual Insurance Company was ordered into
liquidation by Ingham County Circuit Judge William Collette at the
request of Department of Insurance and Financial Services (DIFS)
Director Kevin Clinton.  To protect those with current policies,
and prevent further policies from being written, a petition was
filed with the Ingham County Circuit Court to place American
Fellowship into liquidation.  The request was granted on June 12,
2013, and Director Clinton was appointed Liquidator.

Consumers with claims against American Fellowship must submit a
Proof of Claim form and supporting documents to the DIFS by
December 12, 2013.  The form and instructions can be found by
visiting www.michigan.gov/difs and selecting the "Who We Regulate"
link on the right side of the page.  DIFS, under the court's
supervision, is responsible for collecting assets, converting them
to cash, and distributing the proceeds to claimants.

Michigan statute provides guaranty association coverage for
property and casualty insurance claims. The Michigan Property and
Casualty Guaranty Association covers claims up to a maximum of
$5,690,000 and unearned premium funds up to a maximum of $1,432.

There are 1,943 policyholders with insurance coverage through
American Fellowship.  Those policyholders should make arrangements
with another insurance carrier as soon as possible as their
present coverage will be cancelled effective July 12, 2013.


AMERICAN MEDIA: Swings to $55.5 Million Net Loss in Fiscal 2013
---------------------------------------------------------------
American Media, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$55.54 million on $348.52 million of total operating revenues for
the fiscal year ended March 31, 2013, as compared with net income
of $22.29 million on $386.61 million of total operating revenues
for the fiscal year ended March 31, 2012.

As of March 31, 2013, the Company had $577.45 million in total
assets, $652.21 million in total liabilities, $3 million in
redeemable noncontrolling interest and a $77.76 million total
stockholders' deficit.

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

                        http://is.gd/Zp8paD

                        About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.

American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on Nov. 17, 2010, with a
prepackaged plan. The Debtors emerged from Chapter 11
reorganization in December 2010, handing ownership to former
bondholders.  The new owners include hedge funds Avenue Capital
Group and Angelo Gordon & Co.

                           *     *     *

As reported by the TCR on Jan. 22, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Boca Raton, Fla.-
based American Media Inc. to 'CCC+ ' from 'B-'.

"The downgrade conveys our expectation that continued declines in
circulation and advertising revenues will outweigh the company's
cost reductions, resulting in deteriorating operating performance,
rising debt leverage, and thinning discretionary cash flow," said
Standard & Poor's credit analyst Hal Diamond.


APPVION INC: Amends Tender Offer for 10.50% Senior Secured Notes
----------------------------------------------------------------
Appvion, Inc., formerly Appleton Papers Inc., has amended the
terms of its tender offer to purchase any and all of its
outstanding 10.50 percent Senior Secured Notes due 2015 and
consent solicitation to effect certain proposed amendments to the
indenture governing the First Lien Notes.

Concurrently, the Company terminated its tender offer to purchase
any and all of its outstanding 9.75 percent Senior Subordinated
Notes due 2014 and 11.25 percent Second Lien Notes due 2015 and
consent solicitation to effect certain proposed amendments to the
indenture governing the Second Lien Notes.

The Company will not accept any Senior Subordinated Notes or any
Second Lien Notes tendered for purchase or any consents
accompanying Second Lien Notes delivered, and the Company will not
amend the Second Lien Notes Indenture.

The Company is proceeding with the Tender Offer and Consent
Solicitation with respect to the First Lien Notes pursuant to an
Offer to Purchase and Consent Solicitation Statement dated May 31,
2013, as supplemented and amended by Supplement No. 1 thereto
dated June 24, 2013.  The total consideration for each $1,000
principal amount of First Lien Notes validly tendered and not
validly withdrawn at or prior to 12:00 midnight, New York City
time, on June 27, 2013, is $1,059.68, which includes a consent
payment of $50.00 per $1,000 principal amount of First Lien Notes.

All holders that validly tender (and do not validly withdraw)
First Lien Notes and validly deliver (and do not validly revoke)
the accompanying consents at or prior to the Expiration Time will
receive the Total Consideration.  In addition to the Total
Consideration, all holders whose First Lien Notes are accepted for
purchase will receive accrued and unpaid interest from the last
interest payment date to, but not including, the settlement date.

First Lien Notes tendered (and consents delivered) by any holder
of the First Lien Notes prior to the date of this announcement, as
well as those tendered (and delivered) from and after the date
hereof but prior to the Expiration Time, may be withdrawn (and
validly revoked) at or prior to the Expiration Time.

Jefferies LLC is acting as the dealer manager for the Tender Offer
and solicitation agent for the Consent Solicitation and i-Deal LLC
is acting as the information agent for the Tender Offer and
Consent Solicitation.  Requests for documents may be directed to
i-Deal at (888) 593-9546 (toll-free) or (212) 849-3880.  Questions
regarding the Tender Offer and Consent Solicitation may be
directed to Jefferies at (888) 708-5831 (toll-free) or (203) 708-
5831 (collect).

                       About Appvion, Inc.

Appleton, Wisconsin-based Appvion -- http://www.appvion.com/--
creates product solutions through its development and use of
coating formulations, coating applications and Encapsys(R)
microencapsulation technology.  The Company produces thermal,
carbonless and security papers and Encapsys products.  Appvion has
manufacturing operations in Wisconsin, Ohio and Pennsylvania,
employs approximately 1,700 people and is 100 percent employee-
owned.

The Company's balance sheet at March 31, 2013, showed $557 million
in total assets, $906.9 million in total liabilities, and a
$349.87 million total deficit.  For the nine months ended
Sept. 30, 2012, the Company reported a net loss of $115.64 million
on $644.27 million of net sales, in comparison with net income of
$9.54 million on $651.70 million of net sales for the nine months
ended Oct. 2, 2011.

                           *     *     *

Appleton Papers carries a 'B' corporate credit rating, with stable
outlook, from Standard & Poor's.  IT has a 'B2/LD' probability of
default rating from Moody's.


APPVION INC: Moody's Lowers SGL Rating to SGL-3
-----------------------------------------------
Moody's Investors Service lowered Appvion Inc. (formerly Appleton
Papers Inc.) speculative-grade liquidity rating to SGL-3 from SGL-
2 following the company's revised refinancing plans. The Ba3
rating on Appvion's proposed $335 million (formerly $375 million)
first-lien term loan maturing 2019, B3 rating on $162 million
11.25% second-lien notes due 2015, Caa1 rating on $32 million
9.75% subordinated notes due 2014, B2 corporate family rating
(CFR) and B2-PD probability of default rating were affirmed. The
rating outlook remains positive.

Issuer: Appvion, Inc.

Downgrades:

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

   $32M 9.75% Senior Subordinated Regular Bond/Debenture,
   Downgraded to a range of LGD6, 96 % from a range of LGD6, 93 %

Upgrades:

   $375M Senior Secured Bank Credit Facility, Upgraded to a range
   of LGD2, 27 % from a range of LGD2, 28 %

Affirmations:

   Probability of Default Rating, Affirmed B2-PD

   Corporate Family Rating, Affirmed B2

   $32M 9.75% Senior Subordinated Regular Bond/Debenture,
   Affirmed Caa1

   $375M Senior Secured Bank Credit Facility, Affirmed Ba3

   $161.766M 11.25% Senior Secured Regular Bond/Debenture,
   Affirmed B3

Withdrawals:

   $200M Senior Secured Bank Credit Facility, Withdrawn,
   previously rated B3

   $200M Senior Secured Bank Credit Facility, Withdrawn,
   previously rated a range of LGD5, 72 %

   $305M 10.5% Senior Secured Regular Bond/Debenture, Withdrawn,
   previously rated B1

   $305M 10.5% Senior Secured Regular Bond/Debenture, Withdrawn,
   previously rated a range of LGD3, 33 %

The company announced the shelving of its $200 million second-lien
term loan and terminated its tender offer to purchase the 9.75%
subordinated notes due 2014 and 11.25% second-lien notes due 2015.
Appvion is proceeding with the tender offer for its first-lien
notes. The proceeds from the proposed first-lien term loan will be
used to repay the company's $305 million first-lien notes due
2015, including prepayment penalties and financing fees. The Ba3
rating on the first- lien term loan is notched two rating levels
above the corporate family rating due to its senior ranking to the
company's subordinated notes (rated Caa1) and second-lien notes
(rated B3), which provide loss absorption for the first lien debt.
The ratings are subject to the conclusion of the proposed
transaction and Moody's review of final documentation.

Ratings Rationale:

Appvion's B2 CFR reflects the company's leading global market
position in several specialty paper niches, its improving product
diversity and the company's strong and stable margins. The rating
is tempered by the secular contraction in the demand for the
company's carbonless paper business, the company's limited
financial flexibility due to its employee stock ownership plan and
the company's exposure to potential contingencies associated with
environmental issues. Over the mid-term, the growth of the
company's thermal paper and microencapsulating businesses are
expected to offset the decline in the company's carbonless paper
business.

Appvion's speculative grade liquidity rating of SGL-3 reflects the
company's adequate liquidity position. As of the quarter ended
March 31, 2013, Appvion had approximately $2 million of cash and
roughly $66 million of borrowing capacity under its $100 million
ABL revolving credit facility (after $6.5 million of drawings and
$16 million of letters of credit usage). In conjunction with the
proposed refinancing, the ABL revolving credit facility will be
replaced with a 5-year senior secured first-lien revolving credit
facility. Moody's estimates free cash flow of approximately $30
million over the next year. Scheduled debt maturities include $32
million subordinated notes due June 2014 and $162 million second-
lien notes due 2015. The proposed first-lien term loan will
include a springing maturity to 91 days before the December 2015
maturity on the second-lien notes. Most of the company's assets
are encumbered.

The positive outlook reflects Moody's expectations of improved
financial performance, supported by higher earnings due to
implementation of the company's new paper supply contract, lower
interest costs and growth from the company's thermal paper and
encapsys business.

An upgrade may be warranted if the company is able to sustain
adjusted debt to EBITDA below 5 times. A deterioration in
operating performance (such that normalized RCF/TD and (RCF-
CapEx)/TD would drop below 5% and 2%, respectively), due in part
to an inability to replace declining carbonless paper volumes with
either new or existing products, a significant escalation in
anticipated environmental costs or a deterioration in liquidity,
could negatively impact the ratings and/or outlook.

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

Appvion headquartered in Appleton, Wisconsin, develops and
manufactures specialty coated paper products, including thermal
papers (49% of revenues), carbonless papers (45%), as well as a
microencapsulating business (6%). Appvion has four manufacturing
sites, two of which are located in Wisconsin, one in Pennsylvania
and one in Ohio. In 2001, the company was acquired by its
employees through an employee stock ownership plan (ESOP). LTM
sales ending March 31, 2013 were $841 million.


ARCAPITA BANK: Judge Approves Goldman's Bankruptcy Loan
-------------------------------------------------------
Joseph Checkler, writing for Dow Jones Business News, reported
that a judge on Monday approved Arcapita Bank's $175 million
bankruptcy loan from Goldman Sachs Group Inc. to replace existing
financing from Fortress Investment Group LLC.

According to the report, Judge Sean H. Lane's green light on the
financing allows Arcapita to pay off $105 million still owed to
Fortress. Later, Arcapita can convert the loan into a $350 million
financing package also being provided by Goldman. The judge had
previously given interim approval to the financing.

A few parties objected to the financing, questioning whether it
was compliant with Islamic Sharia law, which typically prevents
borrowing money with interest, the report related.

Arcapita filed for Chapter 11 in March 2012 after finding itself
unable to restructure a $1.1 billion loan, the report recalled. It
manages real estate, infrastructure, private equity and venture
capital investments that are compliant with Islamic Sharia law,
which prevents borrowing money with interest.

Gibson Dunn & Crutcher LLP's Michael A. Rosenthal, a lawyer for
Arcapita, argued Judge Lane didn't have to determine whether the
loan was Sharia compliant because Arcapita's board of scholars has
already said it was, the report added.

                       About Arcapita Bank

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

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

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

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

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

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

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

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

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

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

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


ATP OIL: Obtains Authority to Use Cash Collateral Until June 28
---------------------------------------------------------------
ATP Oil & Gas Corporation sought and obtained court approval of
its emergency motion asking for further authority to use cash
collateral until June 28, 2013.

Counsel for the Debtor, Charles S. Kelley, Esq., of Mayer Brown
LLP, informed the Court that the DIP Lenders have consented to the
Debtor's use of Cash Collateral for the period of June 21, 2013,
through and including June 28, 2013, for certain expenses. These
expenses represent the minimum expenses identified by the Debtor
that are necessary to continue operations and comply with
environmental and safety regulations through June 29, 2013, he
says.

A full-text copy of the Cash Collateral Order and Budget may be
accessed for free at http://is.gd/q9m2U5

                 Vendor Seeks Clarification

Cameron International Corporation, a Clipper Project vendor which
postpetition, has provided goods and services to the Clipper
Project of which approximately $1,175,749.38 remains unpaid
including over $871,000 more than 60 days past due, requests
clarification and an explanation as to the Clipper Payments line
item in the cash collateral budget, considering the DIP Lenders'
indication that the Debtor has "deferred the payment of $20
million of vendor claims with respect to the Clipper Project".

Cameron said despite multiple requests, neither the Debtor's
counsel nor its financial advisor Opportune have responded to
inquiries concerning the authorized Clipper Payments, or Cameron's
outstanding postpetition Clipper invoices.

Cameron International is represented by William B. Harris, Esq.,
and Carl Dore, Jr., Esq., at Dore Law Group, P.C.

                         About ATP Oil

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.  Motley Rice LLC and Fayard & Honeycutt,
APC serve as special 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 7-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.

ATP is seeking court approval to sell substantially all of its
Deepwater Assets and Shelf Property Assets.


ATP OIL: Andarko Wants Gomez Rejection Order Stayed Pending Appeal
------------------------------------------------------------------
Anadarko E&P Onshore LLC, f/k/a Anadarko E&P Company LP and
certain of its affiliates, as creditors, took an appeal from the
bankruptcy judge's order authorizing rejection and/or
relinquishment of certain unexpired leases and executory
contracts related to ATP Oil & Gas Corporation's Gomez Properties
and abandonment of any interests relating thereto entered on
June 13, 2013, and the related Memorandum Opinion, entered on
June 20, 2013.

To recall, Judge Marvin Isgur of the U.S. Bankruptcy Court for the
Southern District of Texas gave the Debtor permission to walk away
from certain unexpired leases and executory contracts related to
its Gomez Properties and to abandon any interests relating to the
contracts and leases, effective as of June 13, 2013.  In the
alternative, Judge Isgur said, if the oil and gas lease and rights
of way granted by the United States through the BOEM, made the
Gomez Agreements not unexpired leases or executory contracts, then
the interests in the oil and rights of way are relinquished.

Anadarko requested that the Court stay the effectiveness of the
Abandonment Order pending the resolution of its appeal and that it
be granted any and all additional relief to which it may be
entitled under law or equity.

Lydia Protopapas, Esq. -- lydia.protopapas@weil.com -- and Justin
Pauls, Esq. -- justin.pauls@weil.com -- at Weil, Gotshal & Manges
LLP represent Anadarko E&P and its affiliates.

Charles S. Kelley, Esq., of Mayer Brown LLP, represents ATP as
counsel.

                         About ATP Oil

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.  Motley Rice LLC and Fayard & Honeycutt,
APC serve as special 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 7-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.

ATP is seeking court approval to sell substantially all of its
Deepwater Assets and Shelf Property Assets.


ATP OIL: Files Omnibus Reply to Deepwater Asset Sale Objections
---------------------------------------------------------------
In an omnibus reply to the objections filed against ATP Oil and
Gas Corporation's motion to sell substantially all of its
Deepwater Assets, Charles S. Kelley, Esq., of Mayer Brown LLP,
explained that the Debtor now stands poised to consummate a
transaction which would achieve the maximum recovery to the estate
and its constituents.  Credit Suisse AG's credit bid, in the
approximate amount of $690 million, is by far the "highest and
best" relative to other Qualified Bids presented at the Auction,
he said.

"The proposed transaction contemplates the purchase of the
Debtor's Clipper and Telemark properties and the assumption of
plugging and abandonment liabilities, operations, and contracts
related thereto, along with the provision of certain funding to
wind down the residual estate," he further noted.

Mr. Kelly submits that in accordance with the Debtor's fiduciary
duties, the proposed transaction contemplates an orderly
restructuring of the Debtor's affairs that offers the maximum
recovery to the estate and its constituents and is the only
responsible choice for the Debtor under the circumstances. In
addition, all objections interposed to the sale are ill-founded in
fact and law and should be overruled, to the extent not withdrawn
prior to the hearing regarding the Sale. Specifically, Mr. Kelly
notes that:

* the DIP Lenders have worked and continue to work to resolve
  applicable cure-related objections prior to the Sale Hearing,
  and the DIP Lenders have acknowledged that, if the contracts at
  issue are assumed and assigned, the Buyer will pay, in full,
  any cure amount that is either agreed by the parties or ordered
  by the Court. To the extent any such objection remains
  unresolved prior to the Sale Hearing, the Debtor requests that a
  hearing on the objection be scheduled for a later date and time
  to promote an efficient Sale Hearing and to enable the parties
  to negotiate a resolution.

* certain alleged holders of statutory lien claims (the M&M
  Lienholders) have objected on a number of bases, relating to
  concerns that their claims will not be paid in full or
  otherwise protected. Several of these objections are moot or
  have been resolved in principle.

* the Sale does not prejudice or otherwise affect the rights, if
  any, of the objecting NPI and ORRI holders. No additional
  language in the proposed Sale Order is necessary.

* the Debtor, the DIP Lenders, and the United States, on behalf of
  the Department of Interior and the Environmental Protection
  Agency, have reached an agreement in principle pending
  documentation that the parties expect to submit in advance of or
  at the Sale Hearing.

* approval of the credit bid as a 363 Sale is in the best interest
  of the Debtor's estate under the circumstances and does not
  constitute an impermissible Sub Rosa Plan.

As such, the Debtor submits that the Credit Bid, and the ancillary
matters agreed with the DIP Lenders in connection with the Bid,
should be approved.

A full-text copy of a notice of filing of a revised asset purchase
agreement between ATP Oil & Gas Corporation and Credit Suisse
which is the version received by the Debtor from the DIP Lenders
on June 17, 2013, reflecting changes from the version received
from the DIP Lenders on May 7, 2013, may be accessed for free at:

                     http://is.gd/b4npa5

The matter will come before the Court today, June 27, 2013, at
1:30 p.m., for a status conference hearing on the parties'
proposed interim sale order.

The objecting parties to the Debtor's Deepwater Asset Sale Bid
are:

* Greystar Corp. represented by Tony L. Draper --
  tdraper@wwmlawyers.com -- at WALKER WILCOX MATOUSEK, LLP

* Harvey Gulf International Marine LLC, et al. represented by
  Robin B. Cheatham -- robin.cheatham@arlaw.com -- at ADAMS
  AND REESE LLP

* NGP Capital Resources represented by Rhett G. Campbell --
  Rhett.Campbell@tklaw.com -- Tye C. Hancock --
  Tye.Hancock@tklaw.com -- Mitchell E. Ayer --
  Mitchell.Ayer@tklaw.com -- at THOMPSON & KNIGHT LLP

* Gregg Davis et al. represented by Tony L. Draper and Charles B.
  Walther -- bwalther@wwmlawyers.com -- at WALKER WILCOX MATOUSEK,
  LLP

* Bristow U.S. LLC represented by Mark A. Mintz --
  mmintz@joneswalker.com -- and John Kolwe --
  jkolwe@joneswalker.com -- at Jones, Walker, Waechter, Poitevent,
  Carrere & Denegre, L.L.P.

* Macquarie Investments LLC, et al. represented by Louis M.
  Phillips -- lphillips@gordonarata.com -- and Courtney S. Lauer
  -- clauer@gordonarata.com -- at GORDON, ARATA, MCCOLLAM,
  DUPLANTIS & EAGAN, LLC

* Official Committee of Unsecured Creditors represented by James
  Matthew Vaughn, at PORTER HEDGES LLP and Gerard H. Uzzi, Evan R.
  Fleck, and Michael E. Comerford at MILBANK, TWEED, HADLEY &
  MCCLOY LLP

* Diamond Offshore Company represented by Berry D. and Spears Bob
  Bruner at FULBRIGHT & JAWORSKI L.L.P.,  Paul J. Dobrowski at
  DOBROWSKI, LARKIN & JOHNSON L.L.P., Laura P. Haley at DIAMOND
  OFFSHORE COMPANY, and Henri Lapeyre, Jr., at LAPEYRE AND
  LAPEYRE, L.L.P.

* National Oilwell Varco, L.P. d/b/a NOV Portable Power
  represented by Chris A. Stacy -- castacypc@aol.com -- at CHRIS
  A. STACY & ASSOCIATES, P.C.

* Energy XXI GOM, LLC et al. represented by W. Steven Bryant at
  LOCKE LORD LLP

* Breitling Oil & Gas Limited represented by Wayne Kitchens ?
  wkitchens@hwa.com -- Steven Shurn -- sshurn@hwa.com -- Jason A.
  Schumacher -- jason.schumacher@snrdenton.com -- Austin V. Henley
  -- austin.henley@snrdenton.com -- and Robert E. Richards --
  robert.richards@snrdenton.com -- at HUGHES WATTERS ASKANASE, LLP

* Shell Offshore, Inc. et al. represented by Michael D. Rubenstein
  -- mdrubenstein@liskow.com -- Joseph P. Hebert, and Philip K.
  Jones, at LISKOW & LEWIS

* Murphy Exploration & Production Company -- USA represented by
  Eric Lockridge -- eric.lockridge@keanmiller.com -- at KEAN
  MILLER LLP

* Official Committee of Equity Security Holders represented by
  Kyung S. Lee -- klee@diamondmccarthy.com -- Charles M. Rubio --
  crubio@diamondmccarthy.com -- at DIAMOND McCARTHY LLP

* Nexen Petroleum Offshore U.S.A., Inc. represented by Cliff I.
  Taylor, Jacob L. Newton, and Briana L. Cioni at STUTZMAN,
  BROMBERG, ESSERMAN & PLIFKA A PROFESSIONAL CORPORATION

* HBK Main Street Investments, L.P. et al. represented by Charles
  R. Gibbs, David F. Staber and Keefe Bernstein at AKIN GUMP
  STRAUSS HAUER & FELD LLP

* Total E&P USA, Inc.  represented by Philip G. Eisenberg,
  W. Steven Bryant and Brooke B. Chadeayn

* TM Energy Holdings LLC represented by William A. (Trey) Wood,
  III -- Trey.Wood@bgllp.com -- Chris S. Tillmanns --
  Chris.Tillmanns@bgllp.com -- at BRACEWELL & GIULIANI LLP

* The Williams Companies, Inc. et al. represented by Steven W.
  Soule at HALL, ESTILL, HARDWICK, GABLE, GOLDEN & NELSON, P.C.

* Stingray Pipeline Company L.L.C. et al. represented by Mark S.
  Finkelstein -- mfinkelstein@smfalaw.com -- Elizabeth D. Alvarado
  -- lalvarado@smfalaw.com -- at SHANNON,MARTIN, FINKELSTEIN
  & ALVARADO APROFESSIONAL CORPORATION

* BP Exploration & Production, Inc. et al. is represented by Omer
  F. Kuebel, III and C. Davin Boldissar -- boldissar@lockelord.com
  -- at LOCKE LORD LLP

* Exterran Energy Solutions, L.P. represented by Kevin M. Maraist
  at ANDERSON, LEHRMAN, BARRE & MARAIST, LLP

* ATP Infrastructure Partners, L.P. represented by
  Andrew Webster and Cary Ferchill at REED & SCARDINO LLP

* Blanchard Contractors, Inc. et al. represented by Salvador J.
  Pusateri at JOHNSON , JOHNSON, BARRIOS & YACOUBIAN

* EFS-R LLC and GE Energy Financial Services, Inc. represented by
  Paul E. Heath -- pheath@velaw.com -- John P. Napier --
  jnapier@velaw.com -- at VINSON & ELKINS LLP

* National Oilwell Varco, L.P. d/b/a NOV Portable Power et
  al. represented by Chris A. Stacy at CHRIS A. STACY &
  ASSOCIATES, P.C.

* Archer Rental Services, LLC, et al. represented by William B.
  Harris, Esq., and Carl Dore, Jr., Esq., at Dore Law Group, P.C.

* United States on behalf of the Department of Interior (Interior)
  and Environmental Protection Agency (EPA) represented by J.
  Christopher Kohn, Tracy J. Whitaker, E. Kathleen Shahan and
  Victor W. Zhao -- Victor.W.Zhao@usdoj.gov -- at the Commercial
  Litigation Branch  Civil Division - United States Department of
  Justice

* Seamar Divers International, LLC represented by H. Miles Cohn --
  mcohn@hou-law.com -- at SHEINESS, SCOTT, GROSSMAN & COHN, L.L.P.

* Omega Natchiq, Inc. represented by Gerald C. deLaunay atPerrin,
  Landry, deLaunay, Dartez & Ouellet

* Pioneer Natural Resources USA, Inc. represented by Mark W. Wege
  -- MWege@kslaw.com -- Eric M. English --  EEnglish@kslaw.com --
  at KING & SPALDING LLP and Sam W. Cruse III --
  cruse@gibbsbruns.com -- at GIBBS & BRUNS LLP and Andrew McCollam
  III -- drew@mccollamlaw.com -- at MCCOLLAM LAW FIRM, PC

* Bluewater Industries L.P. represented by Elizabeth M. Guffy --
  eguffy@burlesonllp.com -- at BURLESON LLP

* Davis Offshore, L.P. and Calypso Exploration, LLC f/k/a Stephens
  Production Company, LLC represented by Robin B. Cheatham and
  Scott R. Cheatham at  ADAMS AND REESE LLP and Edwin G. Preis,
  Jr., and Michael B. North, at PREIS & ROY, PLC

* SEACOR Marine, LLC represented by James J. Ormiston --
  jormiston@lrmlaw.com -- Joe Virene -- jvirene@lrmlaw.com -- at
  LOOPER REED & McGRAW P.C.

* Anadarko E&P Onshore LLC represented by Lydia Protopapas, Esq.
  -- and Justin Pauls, Esq. at Weil, Gotshal & Manges LLP

* CMLG Corp. and Beal Bank USA represented by Thomas E Lauria --
  tlauria@whitecase.com -- Thomas E. MacWright --
  tmacwright@whitecase.com -- at WHITE & CASE LLP

* Statoil USA E&P Inc. represented by Michael D. Rubenstein ?
  mdrubenstein@liskow.com -- and Joseph P. Hebert --
  jphebert@liskow.com -- at LISKOW & LEWIS

Randall A. Rios, Esq., Howard S. Beltzer, Esq., Christine A.
Walsh, Esq., and Michael F. Lotito, Esq., at Munsch Hardt Kopf &
Harr, P.C., also serve as counsel for ATP Oil.

                         About ATP Oil

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 and Gas Corporation 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.  Motley Rice LLC and Fayard &
Honeycutt, APC serve as special 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 7-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.

ATP is seeking court approval to sell substantially all of its
Deepwater Assets and Shelf Property Assets.


ATP OIL: Sankaty Seeks Remittance of $1.1MM "True Up" Payment
-------------------------------------------------------------
Sankaty ATP LLC, Sankaty Credit Opportunities IV, L.P. and Sankaty
Managed Account (UCAL), L.P. ask the Court to direct ATP Oil and
Gas Corporation to immediately remit undisputed "true up" payments
aggregating $1.18 million consistent with the Court's ORRI Payment
Order dated August 24, 2012.

David F. Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP,
asserts that the Debtor's failure to remit undisputed proceeds of
production attributable to the overriding royalty interests
(ORRIs) is a violation of the ORRI Payment Order, which provides
that the "Debtor is ordered to timely distribute to the parties
that the Debtor believes to be entitled to receive same the
proceeds of production received by the Debtor post-petition and
attributable to each (i) Override."

Because (i) the Debtor received proceeds of production
attributable to the ORRIs that should be remitted as "true up"
payments under the Transaction Documents, and (ii) Sankaty has
executed the Disgorgement Agreement, Sankaty is entitled to prompt
receipt of the "true up" payments from the Debtor, says Mr.
Staber.

However, the Debtor objects to the request saying the ORRI Payment
Order requires execution of a disgorgement agreement as a
condition precedent to the "timely" distribution of proceeds of
production received postpetition.

Counsel for the Debtor, Charles S. Kelley, Esq., of Mayer Brown
LLP, argues that the requirement of timely distribution of
postpetition proceeds under the ORRI Payment Order does not apply
retroactively to the Petition Date upon satisfaction of the
condition precedent, but rather applies on and after the date of
execution of such disgorgement agreement. The ORRI Payment Order
cannot be interpreted any other way; otherwise, similarly situated
parties would have had the perverse incentive to take Sankaty's
"wait-and-see" approach and demand payment of significant sums at
their election.

"This was not the intent of the ORRI Payment Order. The
ORRI Payment Order was carefully crafted at the outset of the case
to maintain the status quo, which, until the eve of the hearing on
the sale of a significant portion of the Debtor's assets, Sankaty
has elected against. For these and other reasons, the Motion
should be denied," contends Mr. Kelley.

Charles R. Gibbs, Esq. and David F. Staber, Esq., and Keefe
Bernstein, Esq. at Akin Gump Strauss Hauer & Feld LLP represent
Sankaty.

                         About ATP Oil

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 and Gas Corporation 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.  Motley Rice LLC and Fayard &
Honeycutt, APC serve as special 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 7-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.

ATP is seeking court approval to sell substantially all of its
Deepwater Assets and Shelf Property Assets.


BAKERFIELD GROVE: Case Dismissal Hearing Continued to Aug. 15
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
continued to Aug. 15, 2013, at 10:30 a.m., the hearing to consider
Bakerfield Grove Limited, LLC's motion to dismiss its Chapter 11
case.

The Debtor has requested that the Court:

   -- dismiss its Chapter 11 case because the $14 million sale
      of its primary asset -- a parcel of real property improved
      with a retail shopping center located in Bakersfield,
      California -- has closed;

   -- authorize the deposit the funds in the mechanics' lien DIP
      account into the Court registry; and

   -- waive the requirement of filing a formal fee application by
      Danning, Gill, Diamond & Kollitz, LLP, and that the Court
      approve, on a final basis, fees totaling to $110,974 for
      services rendered and $8,292, for reimbursement of out-of-
      pocket expenses and award the firm $57,469 (which was
      already been paid) to be used to pay approved fees and
      costs.

                  About Bakersfield Grove Limited

Brea, California-based Bakersfield Grove Limited, LLC, filed a
bare-bones Chapter 11 petition (Bankr. C.D. Cal. Case No.
12-13157) on March 12, 2012.  The Debtor, a Single Asset Real
Estate as defined in 11 U.S.C. Sec. 101(51B), has property located
at Panama Lane, in Bakersfield, California.

Judge Erithe A. Smith presides over the case.  Kathy Bazoian
Phelps, Esq., at Danning, Gill, Diamond & Kollitz, LLP, serves as
the Debtor's counsel.  The petition was signed by Robert M. Clark,
president of managing member.

Receiver Steven M. Speier is represented by Jeffrey B. Gardner,
Esq., and Laurie Chavez, Esq., at Barry, Gardner & Kincannon


BIOLIFE SOLUTIONS: Offering 21.8MM Common Shares Under Plans
------------------------------------------------------------
BioLife Solutions, Inc., registered with the U.S. Securities and
Exchange Commission 21.8 million shares of common stock issuable
under the Company's 1998 Stock Option Plan, as amended, the Form
of Non-Plan Stock Option Agreement and 2013 Performance Incentive
Plan.  The proposed maximum aggregate offering price is $2.3
million.  A copy of the Form S-8 prospectus is available at:

                       http://is.gd/ypWf9x

                    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.


BLITZ USA: Young Conaway Okayed as Counsel for LAM 2011 & BAH
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Blitz U.S.A. to employ Young Conaway Stargatt & Taylor, LLP as
counsel for LAM 2011 Holdings LLC and Blitz Acquisition Holdings,
Inc.

As reported in the Troubled Company Reporter on April 25, 2013,
two debtor affiliates of Blitz U.S.A. Inc. identified as the
"acquisition debtors" -- LAM 2011 Holdings, LLC and Blitz
Acquisition Holdings, Inc. -- sought Bankruptcy Court permission
to employ Young Conaway as their bankruptcy counsel, nunc pro tunc
to April 3, 2013.

Blitz U.S.A. Inc. and its debtor affiliates previously obtained
approval to hire Richards, Layton & Finger P.A. as counsel nunc
pro tunc to the Petition Date.

In February the Official Committee of Unsecured Creditors filed a
motion to prosecute certain causes of action on behalf of Debtor
Blitz U.S.A., Inc. against certain parties, including BAH.

In light of the current posture of the bankruptcy cases, including
the relief requested by the Committee in the Third Standing
Motion, the allegations made therein, the potential for inter-
Debtor litigation, settlement and/or a plan process, among other
things, LAM and BAH seek authority to employ Young Conaway as
their bankruptcy counsel with regard to the prosecution of their
Chapter 11 cases.

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

      Professional                     Rates
      ------------                     -----
      Sean M. Beach, Partner            $560
      John Dorsey, Partner              $700
      Justin P. Duda, Associate         $325
      Melissa Romano, Paralegal         $190

The firm's Sean M. Beach, Esq., attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                      About Blitz U.S.A.

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011.  The Hon. Peter J. Walsh presides over
the case.

Blitz USA disclosed $36,194,434 in assets and $41,428,577 in
liabilities in its schedules.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
SSG Capital Advisors LLC serves as investment banker.

Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured loan
from Bank of Oklahoma.  Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in
Tulsa.

In April 2012, Hopkins Manufacturing Corp. acquired the assets of
Blitz USA's unit, F3 Brands LLC, a major manufacturer of oil
drains, drain pans, lifting aids and automotive ramps.  Blitz USA
said in court documents the sale netted the Debtors $14.6 million,
which was applied against secured debt.

Blitz announced in June it would abandon its efforts to reorganize
and instead to shut down operations by the end of July.  In
September, the Troubled Company Reporter, citing Sheila Stogsdill
at Tulsa World, reported that the Bankruptcy Court approved a $9.5
million offer from Toronto, Canada-based Scepter Corporation to
purchase Blitz USA, according to Philip Monckton, Scepter's vice
president of sales and marketing.  Scepter bought land, equipment
and other assets.  Scepter supplies about 20% of the USA market
with gas cans.  The report said the sale was to become final on
Sept. 28, 2012.


BLUE SPRINGS FORD: Plan Effective Date Delayed
----------------------------------------------
Blue Springs Ford Sales, Inc., notified the U.S. Bankruptcy Court
for the Western District of Missouri of the second extension of
the Effective Date of its Amended Plan of Reorganization.  The
the Debtor says the Effective Date of the Plan has been extended
until July 8, 2013, but reserves the right to file the notice of
Effective Date earlier.

The Debtor explains that it is awaiting exit financing documents
from Bank Midwest and execution with Ford Credit.

As reported in the Troubled Company Reporter on June 20, 2013, the
Court confirmed the Amended Plan on June 10 after determining
that the Plan satisfies the confirmation requirements under
Section 1129 of the Bankruptcy Code.

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

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

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

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

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

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

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

                      Final DIP Order Revised

Meanwhile, the Bankruptcy Court amended the final order
authorizing Blue Springs Ford Sales to (i) obtain postpetition
financing from Ford Motor Credit Company; (ii) grant adequate
protection to the prepetition secured party; and (iii) grant liens
and superpriority claim.

The Court has authorized that Section 19(a) of the DIP order is
amended to provide that the principal amount of requested
postpetition advances and all other postpetition advances
currently outstanding, plus the outstanding amount of the
Prepetition Indebtedness owed by the Debtor to Ford Credit, will
not exceed the lesser of: (i) $9,000,000, or (ii) the Advance
Formula.  The Advance Formula is defined as the cap less the
outstanding balance of the Prepetition Indebtedness.

All other provisions of the DIP order not amended as expressly
provided will remain in full force and effect.

                        Blue Springs Ford

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

Blue Springs Ford filed a Chapter 11 petition (Bankr. D. Del. Case
No. 12-10982) on March 21, 2012, listing $10 million to $50
million in assets and debts.  The Debtor is represented by Michael
M. Tamburini, Esq., James E. Bird, Esq., and Andrew J. Nazar,
Esq., at Polsinelli PC, in Kansas City, Missouri.  Donlin
Recano & Company Inc. serves as the Debtor's claims agent.

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


BONDS.COM GROUP: E. Lockhart a 10.9% Owner as of June 20
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Eugene Lockhart disclosed that, as of
June 20, 2013, he beneficially owned 30,070 shares of common stock
of Bonds.com Group, Inc., representing 10.99 percent of the shares
outstanding.  Mr. Lockhart previously reported beneficial
ownership of 7,557,767 common shares or 6.75 percent equity stake
as of May 30, 2012.

On April 25, 2013, Bonds.com implemented a 1-for-400 reverse split
of the Common Stock.

On June 20, 2013, the Company granted to Mr. Lockhart a stock
option exercisable for up to an aggregate of 11,176 shares of
Common Stock at an exercise price per share of $8.35, which was
fully vested immediately upon the date.  The June 2013 Option
expires on June 20, 2020.

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

                        http://is.gd/IIg2iX

                      About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc., an inventory of more than 35,000 fixed income securities
from more than 175 competing sources.  Asset classes currently
offered on BondStation and BondStationPro, the Company's fixed
income trading platforms, include municipal bonds, corporate
bonds, agency bonds, certificates of deposit, emerging market
debt, structured products and U.S. Treasuries.

Bonds.com Group disclosed a net loss of $6.98 million in 2012, as
compared with a net loss of $14.45 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $8.36 million in total
assets, $5.75 million in total liabilities and $2.60 million in
total stockholders' equity.

EisnerAmper LLP, in New york, 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 a working capital deficiency and a
stockholders' deficiency that raise substantial doubt about its
ability to continue as a going concern.


BONDS.COM GROUP: Patricia Kemp a 12.5% Owner as of June 20
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Patricia Kemp disclosed that, as of June 20,
2013, he beneficially owned 34,771 shares of common stock of
Bonds.com Group, Inc., representing 12.50 percent of the shares
outstanding.  Ms. Kemp previously reported beneficial ownership of
7,591,101 common shares or 6.78 percent equity stake as of May 30,
2012.

On April 25, 2013, Bonds.com implemented a 1-for-400 reverse split
of the Common Stock.

On June 20, 2013, the Company granted to Mr. Kemp a stock option
exercisable for up to an aggregate of 15,794 shares of Common
Stock at an exercise price per share of $8.35, which was fully
vested immediately upon the date.  The June 2013 Option expires on
June 20, 2020.

A copy of the amended regulatory filing is available at:

                       http://is.gd/edsxw5

                      About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc., an inventory of more than 35,000 fixed income securities
from more than 175 competing sources.  Asset classes currently
offered on BondStation and BondStationPro, the Company's fixed
income trading platforms, include municipal bonds, corporate
bonds, agency bonds, certificates of deposit, emerging market
debt, structured products and U.S. Treasuries.

Bonds.com Group disclosed a net loss of $6.98 million in 2012, as
compared with a net loss of $14.45 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $8.36 million in total
assets, $5.75 million in total liabilities and $2.60 million in
total stockholders' equity.

EisnerAmper LLP, in New york, 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 a working capital deficiency and a
stockholders' deficiency that raise substantial doubt about its
ability to continue as a going concern.


BOUNDARY BAY: Confirms Third Amended Chapter 11 Plan
----------------------------------------------------
The Bankruptcy Court confirmed Boundary Bay Capital, LLC's Third
Amended Chapter 11 Plan which provides that creditors holding
unsecured claims will become the new owners of the Debtor and all
the equity interests of the current owners will be terminated.
Secured creditors will be paid through the surrender or sale of
their collateral or through payments over time, in some cases on a
restructured basis.

As reported in the Troubled Company Reporter on Feb. 11, 2013,
according to the Third Amended Disclosure Statement explaining the
Plan, payments under the Plan will be funded through the proceeds
of a postpetition loan obtained by NewCo, a new company in which
the Debtor will have a membership interest, sales of assets, and
funds generated through operations.  The Debtor will make periodic
distributions to creditors (as equity holders of the Reorganized
Debtor) as net proceeds become available.

                        About Boundary Bay

Boundary Bay Capital, LLC, is a California limited liability
company with its headquarters in Irvine, California.  The Company
was in the business of making loans secured by liens on real
property and notes secured by other secured notes (which, in turn,
are secured by liens or real property).  The Company also owns
some real property through foreclosure.

Boundary Bay Capital filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Cal. Case No. 11-14298) on March 28, 2011.  Evan D.
Smiley, Esq., and Hutchison B. Meltzer, Esq., at Weiland, Golden,
Smiley, Wang Ekvall & Strok, LLP, in Costa Mesa, Calif., serve as
the Debtor's bankruptcy counsel.

Affiliate Cartwright Properties, LLC, filed a separate Chapter 11
petition (Bankr. C.D. Cal. Case No. 10-17823) on June 9, 2010.

In its schedules, the Debtor disclosed $15.88 million in assets
and $54.45 million in liabilities.


CABLE READY: Cable-TV Show Distributor Files for Bankruptcy
-----------------------------------------------------------
Norwalk, Connecticut-based Cable Ready Corp., the distributor of
such cable-television shows as "Inside the Actors Studio" and
"Live from Lincoln Center", has sought Chapter 11 bankruptcy
protection.

Jacqueline Palank, writing for The Wall Street Journal, reported
that the Debtor has an urgent request?to tap the cash securing its
lender's claims so it can continue operating.

"Without authorization . . . the debtor will suffer immediate and
irreparable harm as it would be unable to pay for operating and
payroll expenses at a level that is essential to sustaining its
operations, thereby forcing the debtor to effectively close down,"
Cable Ready warned in court papers, the WSJ report cited.

Founded in 1992, Cable Ready sells TV programs to cable and
satellite networks around the world as well as to airlines and
cruise ships, the report related.  It also develops shows and
provides TV-consulting services.

Among Cable Ready's roster of shows is "Inside the Actors Studio,"
which it first sold to Bravo in 1994, the report said.  The show,
during which James Lipton sits down with A-List movie stars,
recently celebrated its 250th episode.

Other shows include the highbrow ("Live from Lincoln Center"
features music and dance performances at the renowned Manhattan
theater) and the lowbrow ("Hollywood Girls Night" is a reality
show that follows a soap opera actor and a former "Doritos
commercial star," according to the description), the report added.
Rounding out the list are "Oddities San Francisco," "Wilson
Phillips: Still Holding On," "Standup in Stilettos" and "Disney
Parks."

The company said the various hurdles it faces -- consolidation in
the production industry, a price squeeze by larger competitors and
the uncertain global economy -- left it with no choice but to seek
shelter in bankruptcy court, the report said. It hopes to use its
restructuring to cut costs and emerge "as a strong, viable
business."

Cable Ready reported $3.17 million in assets and $4.46 million in
debts in its bankruptcy petition, according to WSJ. Its debt load
includes $1.47 million owed to lender Norwalk Bank and Trust.


CABLE READY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Cable Ready Corporation
        98 East Avenue
        Norwalk, CT 06851

Bankruptcy Case No.: 13-50970

Chapter 11 Petition Date: June 21, 2013

Court: U.S. Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

About the Debtor: Founded in 1992, Cable Ready sells TV programs
                  to cable and satellite networks around the world
                  as well as to airlines and cruise ships, the
                  report related.  Its roster of shows include
                  "Inside the Actors Studio" and "Live from
                  Lincoln Center".

Debtor's Counsel: Elizabeth J. Austin, Esq.
                  PULLMAN & COMLEY, LLC
                  850 Main Street
                  P.O. Box 7006
                  Bridgeport, CT 06601-7006
                  Tel: (203) 330-2000
                  E-mail: eaustin@pullcom.com

                         - and ?

                  Jessica Grossarth, Esq.
                  PULLMAN & COMLEY, LLC
                  850 Main Street
                  P.O. Box 7006
                  Bridgeport, CT 06601-7006
                  Tel: (203) 330-2215
                  Fax: (203) 257-0993
                  E-mail: jgrossarth@pullcom.com

Scheduled Assets: $3,168,679

Scheduled Liabilities: $4,458,523

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/ctb13-50970.pdf

The petition was signed by Gary Lico, president.


CARPINTERIA PARTNERS: Case Summary & 20 Top Unsec. Creditors
------------------------------------------------------------
Debtor: Carpinteria Partners Limited Partnership
        3311 S. Rainbow Boulevard, Suite 209
        Las Vegas, NV 89146

Bankruptcy Case No.: 13-15445

Chapter 11 Petition Date: June 21, 2013

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce T. Beesley

Debtor's Counsel: Timothy P. Thomas
                  LAW OFFICES OF TIMOTHY P. THOMAS, LLC
                  8670 W. Cheyenne Avenue, #120
                  Las Vegas, NV 89129
                  Tel: (702) 227-0011
                  Fax: (702)227-0015
                  E-mail: TTHOMAS@TTHOMASLAW.COM

Scheduled Assets: $9,036,459

Scheduled Liabilities: $1,918,817

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/nvb13-15445.pdf

The petition was signed by William B. Dyer, president of
Integrated Financial Associates, Inc., general partner.

Affiliates that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
1835 Memphis Holdings                 12-23881            12/21/12
Kings Inn Holdings, LLC               12-12101            02/28/12
Ranches Holdings, LLC                 12-13157            03/21/12
Spokane Holdings 1, LLC               12-22932            11/21/12
Summerwind Partners, LLC              12-19536            08/16/12
Tennvada Holdings 1, LLC              11-24135            09/09/11
Victorville Partners Limited
  Partnership, LP                     12-15517            05/08/12
VMV Land Holdings, LLC                12-14095            04/06/12


CBS I: Counsel Transfers to Larson & Zirzow
-------------------------------------------
CBS I, LLC notified the U.S. Bankruptcy Court for the District of
Nevada that its counsel has changed law firms effective June 3,
2013.  The contact information was changed from:

         Zachariah Larson, Esq.
         MARQUIA AURBACH COFFING
         10001 Park Run Drive
         Las Vegas, NV 89145

  To:

         Zachariah Larson, Esq.
         LARSON & ZIRZOW, LLC
         810 S. Casino Center Blvd., No. 104
         Las Vegas, NV 89101

CBS I, LLC, filed for Chapter 11 protection (Bankr. D. Nev. Case
No. 12-16833) on June 7, 2012.  The Company is a limited liability
company whose sole asset consists of 71,546 square feet of gross
rentable building area on a site containing approximately 206,474
net square feet or 4.74 acres, located at 10100 West Charleston
Boulevard, in Las Vegas, Nevada.  The Debtor is owned by Jeff Susa
(25%), Breslin Family Trust (25%), M&J Corrigan Family Trust (25%)
and S&L Corrigan Family Trust (25%).

The Debtor scheduled assets of $19,356,448 and liabilities of
$19,422,805.  Judge Mike K. Nakagawa presides over the case.  Jeff
Susa signed the petition as manager.

The bankruptcy filing came after U.S. Bank, trustee for holders of
the $16.4 million mortgage, initiated foreclosure proceedings and
filed a lawsuit May 24, 2012, in Clark County District Court
asking that a receiver be appointed to take control of the
Summerlin building in Howard Hughes Plaza at 10100 West Charleston
Blvd., just west of Hualapai Way.

Dimitri P. Dalacas, Esq., at Flangas McMillan Law Group, in Las
Vegas, represents the Debtor as special counsel.

Under the Plan filed in the Debtor's case, holders of other
general unsecured claims will receive payment of 100% of their
claims to be paid in six months after entry of the confirmation
order with simple interest at a rate of 3%.


CDR OKEECHOBEE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: CDR Okeechobee, LLC
        13884 NE 56th Street
        Okeechobee, FL 34972

Bankruptcy Case No.: 13-24693

Chapter 11 Petition Date: June 21, 2013

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Michael D. Seese, Esq.
                  SEESE, P.A.
                  One East Broward Boulevard, Suite 700
                  Fort Lauderdale, FL 33301
                  Tel: (954) 745-5897
                  E-mail: mseese@seeselaw.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 Clifford D. Rose, manager of CDR
Organic Management, LLC, manager.


CELL THERAPEUTICS: FDA Partially Delays Tosedostat Clinical Work
----------------------------------------------------------------
The U.S. Food and Drug Administration notified Cell Therapeutics,
Inc., that a partial clinical hold has been placed on Tosedostat
(IND 075503), the Company's aminopeptidase inhibitor under
development for the treatment of blood-related cancers.  A partial
clinical hold is a delay or suspension of only part of the
clinical work requested under the investigational new drug
application.  Under the partial clinical hold, the Company may not
enter new patients onto any of the ongoing Tosedostat protocols
until agreement is reached with the FDA.

Recently, a patient, who was in his/her seventies and was being
treated with Tosedostat in combination with 5-azacitine or
cytarabine on an investigator sponsored trial in patients with
relapsed or refractory acute myeloid leukemia or high risk
myelodysplastic syndrome (MDS), died of myocarditis.  The FDA has
requested additional data on patients treated with Tosedostat,
including additional information about the patient that died, a
detailed review of all grades of cardiac adverse events or
cardiac-related investigations in patients treated with
Tosedostat, as well as benefit-risk analysis based on the data
presented.  The Company has begun work to comply with the FDA
request and expects to be able to submit these data to the FDA in
the coming weeks.

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
US$62.36 million in 2011, compared with a net loss attributable
to CTI of US$82.64 million in 2010.  The Company's balance sheet
at March 31, 2013, showed $65.26 million in total assets, $35.70
million in total liabilities, $13.46 million in common stock
purchase warrants, and $16.10 million in total shareholders'
equity.

                    Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated
March 8, 2012, expressed an unqualified opinion, with an
explanatory paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern.

The Company's available cash and cash equivalents are US$47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were US$17.8 million as of Dec. 31, 2011.  The
Company does not expect that it will have sufficient cash to fund
its planned operations beyond the second quarter of 2012, which
raises substantial doubt about the Company's ability to continue
as a going concern.

                        Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company
will need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, it may be required to delay, scale back, or eliminate
some or all of its research and development programs and may be
forced to cease operations, liquidate its assets and possibly
seek bankruptcy protection.


CENTRAL COVENTRY FIRE: Judge Order Liquidation
----------------------------------------------
WPRI.com reports that a judge has ordered the liquidation of the
Central Coventry Fire District, which is the largest fire district
in Rhode Island's largest town.

WPRI.com says five fire stations that provided emergency services
to a 26 square mile area will have to shut down in 12 days.

"I'm emotional, to see the fire department chance of liquidation,"
the report quotes President of the Firefighters Union David Gorman
as saying.

WPRI.com relates that over the course of the hearing on June 21,
numerous firefighters pled with the judge to issue a levy and keep
the doors open.  In the end the judge was clear that the
department, which was created by a charter, is funded by the
taxpayers.

As of June 21, WPRI.com says, three stations have closed in the
wake of town residents voting down a tax increase aimed at keeping
the struggling district afloat.  The rejected budget would've
raised taxes by 36 percent in the town, the report notes.

WPRI.com adds that RI Rep. Patricia Morgan has filed a motion
asking for time to develop an alternative plan for the district.

Coventry, Rhode Island's central fire department district filed
for receivership in October 2012, after taxpayers voted down the
department's proposed budget in a meeting.  WPRI.com disclosed
that district's treasurer's report revealed that the fire
department is $1.6 million in the red.  Financial issues include
not keeping up on payments for health insurance to Blue Cross and
Blue Shield of Rhode Island, the report related.

The department has 52 firefighters to cover 26 square miles of
Coventry.


CHINA VILLAGE: Case Dismissed After Cathay Bank Settlement
----------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California dismissed the Chapter 11 case of
China Village, LLC.

According to the Debtor, it has reached a settlement of the
disputes which were the primary issue in the bankruptcy case,
including the Debtor's dispute with Cathay Bank.

The settlement with Cathay Bank, among other things:

   -- was part of a global settlement between the Debtor, lien
      claimants (Cathay Bank, Redwood Mortgage, Sarabjit Hundal
      and Gurdip Sekhon), and real estate broker Efi Luzon;

   -- was made in connection with the sale of the Debtor's
      commercial real property which was the primary asset in the
      single asset real estate case;

   -- included as a requirement that the Debtor seek the dismissal
      of the case;

The Debtor stated that the settlement and sale have been approved
by the Court and have been consummated; as a result of the
settlement and sale there remains nothing left to be done in the
Chapter 11 case.

                      About China Village

Milpitas, California-based China Village, LLC, is a limited
liability company that was created on May 10, 2005.  The members
of the Debtor are Thomas Nguyen (8%), Joseph Nguyen (9%) and Tuyet
Minh Le (83%).  The Debtor is in the business of purchasing,
leasing, renovating and selling commercial real property.  The
Debtor currently owns a significant commercial property in
Fremont, California, that has 370,019 square feet of rentable
space on 25.07 acres of land.

China Village filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Cal. Case No. 10-60373) on Oct. 4, 2010.  Lawrence A.
Jacobson, Esq., and Sean M. Jacobson, Esq., at Cohen and Jacobson,
LLP, assist the Debtor in its restructuring effort.  R&K
Interests, Inc. d/b/a Investors Property Services serves as the
Debtor's property manager.  The Debtor estimated assets and debts
at $10 million to $50 million as of the Petition Date.


CHS/COMMUNITY HEALTH: Moody's Lifts Senior Debt Rating to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings on CHS/Community
Health Systems, Inc.'s senior secured debt to Ba2 (LGD 2, 29%)
from Ba3 (LGD 3, 80%).

Moody's also affirmed Community's remaining ratings, including the
company's B1 Corporate Family Rating and B1-PD Probability of
Default Rating. The outlook for the ratings is stable.

The upgrade of the ratings on the senior secured debt reflects the
reduction in term loan outstanding in the first quarter of 2013.
The company repaid approximately $206 million of the term loan due
2014, in part with proceeds from an increase in the size of its
accounts receivable securitization facility. Therefore,
Community's overall leverage was not impacted by the reduction in
the term loan.

Following is a summary of Moody's rating actions.

Ratings upgraded:

Senior secured revolving credit facility expiring 2016 to Ba2
(LGD 2, 29%) from Ba3 (LGD 3, 30%)

Senior secured term loan A due 2016 to Ba2 (LGD 2, 29%) from Ba3
(LGD 3, 30%)

Senior secured term loan B due 2014 to Ba2 (LGD 2, 29%) from Ba3
(LGD 3, 30%)

Senior secured term loan B due 2017 to Ba2 (LGD 2, 29%) from Ba3
(LGD 3, 30%)

5.125% senior secured notes due 2018 to Ba2 (LGD 2, 29%) from
Ba3 (LGD 3, 30%)

Senior secured shelf to (P)Ba2 from (P)Ba3

Ratings affirmed / LGD assessments revised:

8.0% senior notes due 2019 to B3 (LGD 5, 83%) from B3 (LGD 5,
84%)

7.125% senior notes due 2020 to B3 (LGD 5, 83%) from B3 (LGD 5,
84%)

Senior unsecured shelf at (P)B3

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

Speculative Grade Liquidity Rating at SGL-1

Ratings Rationale:

Community's B1 Corporate Family Rating reflects Moody's
expectation that leverage will remain high and interest expense
coverage will continue to be modest. Furthermore, Moody's
anticipates that the opportunity to reduce leverage with free cash
flow will be constrained in the near term given the expectations
of continued capital investment and active pursuit of
acquisitions. However, supporting the rating is Moody's
acknowledgement of Community's scale and market strength, which
should help the company weather unfavorable trends in bad debt
expense and weak volumes that continue to affect the industry as a
whole and position it well to benefit from provisions of the
Affordable Care Act. Moody's anticipates that the company will
continue to see stable margin performance and maintain very good
liquidity.

Moody's could upgrade the ratings if financial leverage is
materially reduced and cash flow coverage of debt metrics improve.
Specifically, if Community is able to achieve and sustain adjusted
debt to EBITDA below 4.0 times, Moody's could upgrade the ratings.
This level reflects the need to see additional cushion in the
credit metrics to absorb potential negative developments given the
absence of clarity around the outcome of ongoing litigation and
investigations.

A significant debt financed acquisition or adverse developments
beyond Moody's expectations related to ongoing investigations or
litigation could result in a downgrade of the ratings.
Additionally, the company's inability to continue to manage
headwinds in the industry or Moody's expectation that debt to
EBITDA would be sustained above 5.0 times could result in a
downgrade of the ratings. This could be prompted by declining
adjusted admission trends, unfavorable reimbursement or pricing
trends impacting net revenue growth or aggressive acquisition
activity.

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

CHS/Community Health Services, Inc., headquartered in Franklin,
TN, is an operator of general acute care hospitals in non-urban
and mid-sized markets throughout the US. Through its subsidiaries,
Community owned, leased or operated 135 hospitals at March 31,
2013. In addition, through its subsidiary, Quorum Health
Resources, LLC, Community provides management and consulting
services to non-affiliated general acute care hospitals throughout
the country. Community recognized over $13.0 billion in revenue
for the twelve months ended March 31, 2013 after considering the
provision for bad debts.


COLDWATER PORTFOLIO: Trigild Property Okayed to Manage Properties
-----------------------------------------------------------------
The U.S. Bankruptcy Court authorized Coldwater Portfolio Partners
LLC to employ Trigild Property Management LLC to provide property
management services for the properties owned by the Debtor.

As reported in the Troubled Company Reporter on May 15, 2013,
Kelley A. McLaren attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

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

(a) manage all of the Properties, their elements and systems at a
    standard not less than that of similar properties in the area
    in which each Property is located and at a standard acceptable
    to the Debtor and the Lenders;

(b) make available to the Debtor (or such subsequent owner) and
    the Lenders the advice, expertise and judgment of Trigild
    related to the management, operation, maintenance, repair and
    improvement of the Properties; and

(c) manage, maintain and operate the Properties.

The Debtor has agreed to pay Trigild:

(a) a management fee equal to 9.5% of gross revenue from the
    Properties (subject to certain adjustments as provided for in
    the Management Agreement);

(b) a construction management fee equal to 6% of budgeted
    Construction costs;

(c) an accounting transition fee in an amount to be determined, if
    applicable;

(d) a lease administration fee equal to 1% of the gross lease
    amount for all new leases and all lease renews (provided that
    such amounts are not inconsistent with the cash collateral
    budgets approved in this case); and

(e) reimbursement of Trigild's reasonable out-of-pocket expenses
    incurred during its engagement, solely to the extent permitted
    by the Management Agreement or as expressly approved in
    writing by the Debtor.

                    About Coldwater Portfolio

Coldwater Portfolio Partners LLC filed a voluntary Chapter 11
petition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012.
CPP, a limited liability company organized under the laws of the
state of Delaware, was formed in January 2006 with the purpose of
owning and operating 38 commercial real estate properties.  The
majority of the properties are shadow retail centers located
adjacent to Wal-Mart Supercenters throughout the Midwest and
Southern States.  The Debtor has developed relationships with
nationwide retailers who operate local stores at the Shadow Retail
Centers, including Dollar Tree, Game Stop, Sally Beauty, and
Fashion Bug.  The Shadow Retail Centers are particularly
attractive commercial retail properties with business arising from
the Wal-Mart customer traffic.

Bankruptcy Judge Harry C. Dees, Jr., oversees the case.  Forrest
B. Lammiman, Esq., and David L. Kane, Esq., at Meltzer, Purtill &
Stelle LLC, serve as the Debtor's counsel.  Variant Capital
Advisors LLC provides investment banking services to the Debtor.
CPP estimated assets of $10 million to $50 million and debts of
$50 million to $100 million.

CPP is a subsidiary of CPP Holdings LLC.  Kenneth S. Klein,
manager of CPP, signed the Chapter 11 petition.  A related entity,
Coldwater Portfolio Partners II, LLC, owns and operates nine
shadow retail centers in the Midwest and Southern United States.
Klein Retail Centers, Inc. is the parent of Coldwater II.

Two Plans have been submitted in the case for Court approval. The
Debtor's Plan provides that the Debtor will reorganize with the
help of financing proposed by N3 retail Investors, LLC, as the
plan sponsor.  The Lenders' Plan provides for the orderly sale
or other disposition of the Debtor's Property and other assets,
the payment in full of all allowed administrative claims and
priority claims in the Chapter 11 case and guarantees that
unsecured trade creditors receive no less than a pro rata share of
$100,000.


COLLIERVILLE BUSINESS: Case Summary & 17 Unsec. Creditors
---------------------------------------------------------
Debtor: Collierville Business Center, a Tennessee general
        partnership
        432 Highway 72, W. Suite 3
        Collierville, TN 38017

Bankruptcy Case No.: 13-26560

Chapter 11 Petition Date: June 21, 2013

Court: U.S. Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: David S. Kennedy

Debtor's Counsel: Michael P. Coury, Esq.
                  GLANKLER BROWN, PLLC
                  6000 Poplar Avenue, Suite 400
                  Memphis, TN 38119
                  Tel: (901) 525-1322
                  Fax: (901) 525-2389
                  E-mail: mcoury@glankler.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 17 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/tnwb13-26560.pdf

The petition was signed by Thomas W. Hart, managing partner.


COMMUNITY FIRST: Adds Two New Members to Board
----------------------------------------------
The boards of directors of Community First, Inc., and Community
First Bank & Trust, the Company's wholly owned bank subsidiary,
increased the size of each board of directors by adding two new
members.  To fill the vacancies, Robert E. Daniel and Michael D.
Penrod were appointed to each of the boards of directors of the
Company and the Bank as independent directors.  In accordance with
the bylaws of the Company and the bylaws of the Bank, Messrs.
Daniel and Penrod will serve as directors until the next annual
meeting of shareholders or until their successors are elected and
qualified.  Messrs. Daniel and Penrod were also appointed to the
Compensation Committee of the Company.

There are no arrangements or understandings between either Mr.
Daniel or Mr. Penrod and any other persons pursuant to which
either of them was selected as a director.  Messrs. Daniel or
Penrod will receive compensation in accordance with the Company's
existing compensation arrangements for non-employee directors. The
compensation includes a mixture of a cash retainer and fees for
board membership, committee membership and committee chairmanship,
as well as equity-based awards issued under the Company's equity
incentive plans.

                      About Community First

Columbia, Tennessee-based Community First, Inc., is a registered
bank holding company under the Bank Holding Company Act of 1956,
as amended, and became so upon the acquisition of all the voting
shares of Community First Bank & Trust on Aug. 30, 2002.  An
application for the bank holding company was approved by the
Federal Reserve Bank of Atlanta (the "FRB") on Aug. 6, 2002.  The
Company was incorporated under the laws of the State of Tennessee
as a Tennessee corporation on April 9, 2002.

Community First disclosed net income of $3.04 million in 2012, as
compared with a net loss of $15.05 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $501.33 million in total
assets, $491.21 million in total liabilities, and $10.11 million
in total shareholders' equity.

"[T]he Company is subject to a written agreement with its primary
regulator, which among other things restricts the payment of
interest on subordinated debentures and outstanding preferred
stock.  The Company is in substantial compliance with this
agreement.  The Company's bank subsidiary, Community First Bank &
Trust (the "Bank"), is not in compliance with a regulatory
enforcement action issued by its primary federal regulator
requiring, among other things, a minimum Tier 1 Leverage capital
ratio of not less than 8.5%.  The Bank's Tier 1 Leverage capital
ratio was 6.46% at December 31, 2012.  Continued failure to comply
with the regulatory action may result in additional adverse
regulatory action," according to the Company's annual report for
the period ended Dec. 31, 2012.


CROWN MEDIA: Hallmark Held 90% of Class A Shares at June 24
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Hallmark Cards, Incorporated, and its
affiliates disclosed that, as of June 24, 2013, they beneficially
owned 324,885,516 shares of Class A common stock of Crown Media
Holdings, Inc., representing 90.3 percent of the shares
outstanding.  A copy of the regulatory filing is available at
http://is.gd/8UB0bW

                       About Crown Media

Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ:
CRWN) -- http://www.hallmarkchannel.com/-- owns and operates
cable television channels dedicated to high quality, broad appeal,
entertainment programming.  The Company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 90 million subscribers in the U.S.
Crown Media also operates a second 24-hour linear channel,
Hallmark Movie Channel, available in both HD and SD, which focuses
on family-friendly movies with a mix of classic theatrical films,
presentations from the acclaimed Hallmark Hall of Fame library,
original Hallmark Channel movies and special events.

The Company's balance sheet at March 31, 2013, showed
$995.28 million in total assets, $649.38 million in total
liabilities and $345.89 million in total stockholders' equity.

                        Bankruptcy Warning

"Our debt agreements contain restrictions that limit our
flexibility in operating our business.

Our senior secured credit facilities and the indenture governing
the Notes contain a number of covenants that impose significant
operating and financial restrictions on us, including restrictions
on our ability to, among other things:

   * incur additional debt or issue certain preferred shares;

   * pay dividends on or make distributions in respect of the
     Company's capital stock or make other restricted payments;

   * make certain payments on debt that is subordinated or secured
     on a junior basis;

   * make certain investments;

   * sell certain assets;

   * create liens on certain assets;

   * consolidate, merge, sell or otherwise dispose of all or
     substantially all of our assets;

   * enter into certain transactions with our affiliates; and

   * designate our subsidiaries as unrestricted subsidiaries.

Any of these restrictions could limit our ability to plan for or
react to market conditions and could otherwise restrict corporate
activities.  Any failure to comply with these covenants could
result in a default under our senior secured credit facilities and
the indenture governing the Notes.  Upon a default, unless waived,
the lenders under our senior secured credit facilities could elect
to terminate their commitments, cease making further loans,
foreclose on our assets pledged to such lenders to secure our
obligations under the senior secured credit facilities and force
us into bankruptcy or liquidation," the Company said in its annual
report for the year ended Dec. 31, 2012.

                           *     *     *

As reported by the TCR on May 28, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Studio City,
Calif.-based cable network company Crown Media Holdings Inc. to
'B+' from 'B'.  "The upgrade reflects Crown Media's recent
operating performance, which achieved higher EBITDA and lower
leverage than our expectations," said Standard & Poor's credit
analyst Deborah Kinzer.

Crown Media carries a B2 Corporate Family Rating from Moody's
Investors Service.  Crown Media's B2 CFR reflects the company's
small size and niche market position among cable network
operators, concentration in two Hallmark-branded channels,
reliance on licensed third party content for a majority of its
programming, and high leverage.


EASTERN HILLS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Eastern Hills Country Club, debtor
        3000 S. Country Club Road
        Garland, TX 75043

Bankruptcy Case No.: 13-33123

Chapter 11 Petition Date: June 21, 2013

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Richard W. Ward, Esq.
                  6860 N. Dallas Parkway, Suite 200
                  Plano, TX 75024
                  Tel: (214) 220-2402
                  E-mail: rwward@airmail.net

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

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 David Harvey, president.


EASTMAN KODAK: Gets Judge's OK to Solicit Votes for Ch. 11 Plan
---------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Eastman Kodak
Co. received the go-ahead to solicit votes for the reorganization
plan that will pave its way out of bankruptcy as well as several
agreements that will secure it hundreds of millions of dollars in
exit financing and new equity financing.

According to the report, U.S. Bankruptcy Judge Allan L. Gropper's
approval of Kodak's disclosure statement, sent to creditors so
they can vote on the plan itself, allows the fallen photography
icon to maintain its path toward solvency around September.

Eastman Kodak Co. on Monday defended the outline of its Chapter 11
reorganization plan, saying most of the objections have nothing to
do with the important issue that will be considered by the court
in approving the outline.

In papers filed with the U.S. Bankruptcy Court in Manhattan, Kodak
lashed back at creditors whose objections, the company says, do
not concern the "adequacy of information" in the so-called
disclosure statement.

Many of those objections came from tech firms, which are concerned
with the treatment of their license agreements with Kodak under
the restructuring plan.

According to Kodak, those objections "are not ripe for
adjudication" at the court hearing on the disclosure statement.
The company said, however, it will try to resolve the objections
from counterparties to intellectual property licenses prior to the
hearing on the confirmation of its plan.

Meanwhile, Kodak has already addressed some of the issues raised
by creditors and other groups, including the U.S. trustee, by
adding language to the plan outline.

U.S. Trustee Tracy Hope Davis, the official charged with
regulating bankruptcy cases in the New York region, previously
questioned the basis for the so-called substantive consolidation.

Kodak's latest plan outline filed on Friday provides additional
explanation about the substantive consolidation of the estates of
the company and its subsidiaries in Chapter 11 protection.
According to the outline, all creditors are treated alike
regardless of the debt and assets of a particular Kodak company.

The U.S. trustee had also complained that Kodak did not disclose
whether the fees of the "unsecured notes indenture trustee" will
be paid under the plan.  Although the latest outline has already
made clear that the indenture trustee will be paid by Kodak and
its affiliates, such issue will be addressed at the confirmation
hearing since it is an objection to the plan, according to the
company.

Kodak must first gain court approval for the plan outline before
it can solicit votes from creditors.  A majority must vote to
accept the plan before the bankruptcy court can hold a hearing to
consider confirmation of the plan.

In a related development, STWB Inc. and a group of Kodak retirees
represented by New York-based law firm Bond Schoeneck & King PLLC
dropped their objections to the disclosure statement.

The Kodak retirees previously complained that the company did not
give sufficient information about the terms of its pension plans
for its retired workers.

Bond Schoeneck & King PLLC can be reached at:

     Ingrid S. Palermo, Esq.
     BOND, SCHOENECK & KING, PLLC
     Office and Post Office Address
     350 Linden Oaks
     Suite 310
     Rochester, New York 14625
     Telephone: (585) 362-4700
     Facsimile: (585) 362-4701

STWB is represented by:

     William E. Kelleher, Jr.
     Thomas D. Maxson
     COHEN & GRIGSBY, P.C.
     625 Liberty Avenue
     Pittsburgh, PA 15222-3152
     (412) 297-4900 Telephone
     (412) 209-1997 Fax
     wkelleher@cohenlaw.com
     tmaxson@cohenlaw.com

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Rights Offering Procedures Approved
--------------------------------------------------
The Bankruptcy Court on June 25 approved Eastman Kodak Company's
recently announced backstop commitment agreement and rights
offering, as well as an agreement with leading financial
institutions J.P. Morgan Chase, Barclays Bank and Bank of America
Merrill Lynch to arrange new exit financing and post-emergence
facilities of up to $895 million.

FUJIFILM Corp. opposed efforts by Eastman Kodak to get approval
for its proposed procedures for the conduct of a $406 million
rights offering that would finance its exit from Chapter 11
protection.  In a June 24 filing, FUJIFILM said the procedures
proposed by Kodak restrict the rights of creditors to transfer
their claims, including their eligibility to participate in the
rights offering.  FUJIFILM asserts a $70 million claim against
Kodak under its Chapter 11 reorganization plan.

The proposed procedures also drew flak from Liquidity Solutions
Inc., United States Debt Recovery XII LP, and Paul Hussey, an
unsecured creditor of Kodak.

Liquidity Solutions said the procedures provide no explanation for
the different threshold ownership requirements for qualified
institutional buyers and accredited investors.
"This arbitrary standard limits the participation of accredited
investors in the rights offering," Liquidity Solutions said.

USDR, an investment firm that specializes in the purchase of
distressed debt, is concerned it would be allowed to participate
for only a small portion of its claims because of a lack of
clarity in the language concerning record dates for the rights
offering.

For his part, Mr. Hussey questioned a portion of the procedures,
which only allows creditors that hold general unsecured claims of
more than $500,000 to be eligible for participation in the
offering as long as they meet the terms of an accredited investor.

"It would appear that this rather large hurdle has been put in
place to reward large creditors at the expense of smaller but
still substantial creditors," said Mr. Hussey, who asserts more
than $200,000 in unsecured claim.

                     Kodak Talks Back

Eastman Kodak lashed back at FUJIFILM Corp. and three other
creditors opposing its proposed procedures for the conduct of a
$406 million rights offering that would finance its exit from
Chapter 11 protection.

FUJIFILM earlier filed an objection with the U.S. Bankruptcy Court
in Manhattan, arguing that the procedures may impose inappropriate
restrictions on the transfer of claims.  The photography and
imaging company requested that the restriction be postponed beyond
July 26 so that it could transfer its claims.

In a June 25 filing, Kodak defended its proposed procedures,
saying the restriction is a customary feature of rights offerings,
and that restricting the transfer of rights after July 26 allows
the subscription agent to avoid administrative burden.  The
company asked the court to overrule the objection of FUJIFILM.

Kodak also asked the court to overrule the objections of two other
creditors Liquidity Solutions Inc. and a certain Paul Hussey who
questioned the eligibility requirements for participation in one
of the rights offerings.

According to Kodak, the requirements are designed "to ensure that
all eligible participants possess the level of sophistication
necessary to evaluate a potentially sizable investment in an
emerging, restructured company without the benefit of a statutory
prospectus containing the information required in a registered
offering."

In response to the objection of Scott Siegel who claimed that the
procedures favor those creditors that agreed to backstop the
rights offerings, Kodak argued that eligible unsecured creditors
will have a similar investment opportunity, and will be able to
share in the upside of the reorganized company by participating in
the offerings.

United States Debt Recovery XII LP, an investment firm that
specializes in the purchase of distressed debt, previously
objected to the procedures, arguing that the deadlines provided
under the procedures "have the practical effect of inappropriately
disenfranchising" the firm with respect to its unsecured claims.

Following the filing of USDR's objection, Kodak contacted the firm
to discuss its concerns.  Through these discussions, the objection
has been resolved, Kodak said in court papers.

FUJIFILM Corp. is represented by:

     Richard H. Wyron
     Douglas S. Mintz
     ORRICK, HERRINGTON & SUTCLIFFE LLP
     1152 15th Street, N.W.
     Washington, D.C. 20005
     Telephone: (202) 339-8400
     Facsimile: (202) 339-8500
     Email: rwyron@orrick.com; dmintz@orrick.com

Liquidity Solutions Inc. is represented by:

     Norman D. Schoenfeld (NS 1391)
     One University Plaza, Suite 312
     Hackensack, New Jersey 07601
     Phone: (201) 968-0001
     Fax: (201) 968-0010

USDR XII LP is represented by:

     Donna H. Lieberman.
     Debra J. Cohen
     HALPERIN BATTAGLIA RAICHT, LLP
     40 Wall Street, 37th floor
     New York, New York 10005
      (212) 765-9100
     dlieberman@halperinlaw.net
     dcohen@halperinlaw.net

          - and -

     Nathan E. Jones
     US DEBT RECOVERY, LLC
     5575 Kietzke Lane
     Reno, NV 89511
      (775) 737-9999
     nate@usdrllc.com

Mr. Hussey can be reached at:


     63 Walnut Hill Drive
     Penfield, NY 14526
     585-671-9046
     phussey2@rochester.rr.com

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


ELEPHANT TALK: Crede CG Held 7.6% Equity Stake at June 14
---------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Crede CG III, Ltd., and its affiliates disclosed that,
as of June 14, 2013, they beneficially owned 10,630,498 shares of
common stock of Elephant Talk Communications Corp. representing
7.6 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/yHEr67

                        About Elephant Talk

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

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

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


EVEN ST. PRODUCTIONS: Sly Stone Seeks Dismissal of Chapter 11s
--------------------------------------------------------------
Music legend Sylvester Stewart, p/k/a Sly Stone; Ken Roberts; and
FCBLA LLC have filed papers asking a Los Angeles, Calif.
Bankruptcy Court to dismiss the Chapter 11 cases of Even St.
Productions Ltd. and Majoken Inc., on the grounds that the
Debtors' Chapter 11 petitions were filed in bad faith.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Sylvester Stewart, better known by his performing
name Sly Stone of Sly and the Family Stone, filed papers seeking
dismissal of Chapter 11 petitions filed at the end of May by the
two companies formed by Gerald Goldstein to collect royalties from
the group's music.

The Bloomberg report that alternatively Stewart seeks permission
from the bankruptcy court to proceed with the state-court suit and
the foreclosures.  Stewart's motions will be the subject of a
hearing on July 24.

Sly Stone et al. argue that the cases were filed solely to delay a
pending foreclosure and a pending three-week jury trial that was
scheduled to commence June 24.  They said the bankruptcy filings
were the latest in a series of at least eight bankruptcy petitions
filed by Gerald Goldstein in the past three years, either in his
own name or in the name of an entity that he controls, each of
which was filed solely to frustrate creditors and delay
litigation.

Mr. Goldstein is Sly Stone's former manager.  Patrick Fitzgerald,
writing for Dow Jones Newswires, recounts that Sly Stone launched
a $50 million lawsuit against his ex-manager, alleging that Mr.
Goldstein bilked him out of two decades of royalties and funneled
the proceeds through a web of companies, including Even Street and
Majoken.  Mr. Goldstein has countersued Stone for slander after
the singer called him a thief at the 2010 Coachella music
festival.

Dow Jones also notes lawyers for Sly Stone have purchased a $1.7
million judgment against the manager. The judgment was obtained by
First California Bank last year after Mr. Goldstein defaulted on a
loan secured by Stone's future royalties. By purchasing the
judgment, Stone's legal team could foreclose on the assets --
including the name Sly and the Family Stone -- owned by Mr.
Goldstein's companies.

Sly Stone, et al., are represented by:

          David J. Richardson, Esq.
          Laura L. Buchanan, Esq.
          RICHARDSON BUCHANAN PC
          2301 Hyperion Avenue, Ste. A
          Los Angeles, CA 90027
          Tel: 323-686-5400
          Fax: 323-686-5403
          E-mail: djr@richardsonbuchanan.com
                  llb@richardsonbuchanan.com

Even St. Productions Ltd. and Majoken, Inc. sought Chapter 11
protection (Bankr. C.D. Cal. Case Nos. 13-24363 and 13-24389) on
May 31, 2013, in Los Angeles.  Krikor J. Meshefejian, Esq., and
David L. Neale, Esq., at Levene Neale Bender Rankin & Brill, LLP,
serve as counsel to the Debtor.  Even St. and Majoken each
estimated assets and debts of $1 million to $10 million.


EVERGREEN OIL: Selling to Clean Harbors Under Plan
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Evergreen Oil Inc., a waste oil collector and re-
refiner, changed course and decided to sell the business to Clean
Harbors Inc. upon court approval of a Chapter 11 reorganization
plan.

According to the report, the bankruptcy court in Santa Ana,
California, approved procedures in April where there would have
been an auction June 24.  Norwell, Massachusetts-based Clean
Harbors wanted Evergreen's stock rather than the assets, thus
necessitating confirmation of a reorganization plan.  Unless
outbid at auction, Clean Harbors will pay $60 million plus the
value of accounts receivable, estimated to be $4.5 million.

The report notes that Evergreen creditors will retain lawsuits to
provide additional funds for distribution.  Evergreen filed a
proposed Chapter 11 plan and disclosure materials, along with
papers to set up auction procedures and approve an agreement where
the principal parties support the plan.  There will be a hearing
on July 11 to approve the disclosure statement, auction
procedures, and the plan-support agreement.

The report relates that if the judge goes along, bids to compete
with Clean Harbor's must be submitted by July 16, followed by an
auction on July 25.  The sale will be approved at the confirmation
hearing as part of plan approval.  The plan in substances calls
for distributing sale proceeds and other assets in the order of
priority called for in bankruptcy law.  The secured lender with
first call on proceeds is Guggenheim Corporate Funding LLC, as
agent, owed $66.2 million.

The report discloses that unsecured creditors aren't being given a
guaranteed recovery.  The papers show they will receive what's
left, if anything, after creditors with higher priority are paid,
including Guggenheim.

                        About Evergreen Oil

Headquartered in Irvine, California, with facilities located in
Newark and Carson, California, Evergreen Oil Inc. is one of the
largest waste oil collectors in California, and the only oil
re-refining operation in California.  Founded in 1984, EOI is also
a major provider of hazardous waste services, offering customers
across California a full range of environmental services to handle
all of their waste management needs.

Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos.
13-13163 and 13-13168) on April 9, 2013, in Santa Ana California.

The Debtors on the petition date filed applications to employ
Levene, Neale, Bender, Yoo & Brill L.L.P. as bankruptcy counsel;
Jeffer, Mangels Butler & Mitchell L.L.P. as special corporate
counsel effective; and Cappello Capital Corp. as exclusive
investment banker.

The Debtors each estimated assets and debts of $50 million to
$100 million.


EXECUTIVE BENEFITS: High Court to Review Bankruptcy Judges' Powers
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a case to be decided next year by the U.S. Supreme
Court will say whether powers of bankruptcy judges more resemble
those of federal agency officials than judges.

The report notes that although bankruptcy judges wear robes, are
called "Your Honor," and sit in courtrooms indistinguishable from
federal district courts, one possible outcome of next year's
decision could be an understanding of bankruptcy courts as having
little power outside the confines of bankruptcy, and limited power
within bankruptcy.

The report relates that this week the Supreme Court agreed to hear
a case called Executive Benefits Insurance Agency v. Arkison.
Superficially, the case only deals with the question of whether
someone in bankruptcy court can waive the right to have certain
types of state-law claims decided on a final basis by a life-
tenured federal district judge.

The new case is a spin-off from the June 2011 opinion in Stern v.
Marshall where the Supreme Court said that bankruptcy judges, not
appointed for life, can make final decisions only in disputes
arising under federal law.  If the dispute involves state law and
the creditor didn't file a claim in bankruptcy court, the
bankruptcy judge is limited to writing a recommended decision.
When the matter goes to a district court, the life-tenured
district judge need give no deference to the bankruptcy judge's
findings of fact or conclusions of law.

The Executive Benefits case will directly answer the question of
whether the right for a final decision from a district judge can
be waived.  The federal appeals court in San Francisco ruled in
December that the right can be waived.  A sister appeals court in
Cincinnati ruled in October that Stern rights cannot be waived.
If the Supreme Court decides that Stern rights can be waived, life
will go on in bankruptcy court pretty much unaffected.  If waiver
is impossible, the implications and complications will be felt for
years to come.

Mr. Rochelle cites, as example, U.S. District Judge Jed Rakoff in
Manhattan wrote an opinion in May 2012 where he said that state-
law decisions by bankruptcy judges can't be given "res judicata or
collateral estoppel effect" because they are not final decisions.
Translated into plain English, Judge Rakoff was saying in essence
that bankruptcy court decisions on state law aren't enforceable
outside the bankruptcy proceeding itself.  If the Stern right
can't be waived, then presumably the issue can be raised months or
even years later, perhaps with the effect that the same dispute
can be litigated once again, even between the same parties in a
different court.

According to Mr. Rochelle, one hopes the Supreme Court next year
will shed light on what could be the next case.  If the party with
Stern rights didn't appeal, does the bankruptcy court decision
then become binding and final just as though it had been handed
down by a federal district judge?  Limited powers of bankruptcy
courts stem from how they are established under the U.S.
Constitution.  Judges on federal district courts, circuit courts,
and the Supreme Court are nominated by the President and appointed
by the Senate under Article III of the Constitution and have life
tenure.  Bankruptcy courts are created under Article I of the
Constitution.  Bankruptcy judges are appointed by the circuit
courts and have terms of 14 years.  When Stern v. Marshall was
argued, it was evident by questions and comments from the justices
how they are keen to protect prerogatives of Article III federal
judges.

The report discloses that they are sensitive to the threat of
having the judiciary's power eroded by the executive branch of
government.  In some respects, the attitude of the Supreme Court
is different from the feelings of some district and circuit court
judges.  Many federal judges are pleased to have bankruptcy judges
handling a complex area of law to which they have infrequent
exposure and limited expertise.  On the other hand, the
Constitution limits the judiciary's ability to abdicate
responsibility to a specialized court populated with bankruptcy
judges.

The Executive Benefits case in the Supreme Court is Executive
Benefits Insurance Agency v. Arkison, 12-1200, U.S. Supreme Court
(Washington). The case in the Ninth Circuit was Executive Benefits
Insurance Agency v. Arkison (In re Bellingham Insurance Agency
Inc.), 11-35162, 9th U.S. Circuit Court of Appeals (San
Francisco).


EXIDE TECHNOLOGIES: S&P Rates $225MM DIP ABL Facility 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Milton, Ga.-based battery manufacturer Exide Technologies'
$225 million DIP ABL facility and its 'B+' rating to the
$275 million DIP term loan.  The facilities have a tenor of 16
months and constitute super-priority administrative expense
claims.  The assigned 'BB-' and 'B+' ratings are point-in-time
ratings, which means they are effective only on the date of this
report.  S&P will not review, modify, or provide ongoing
surveillance on the ratings.

The ratings are based on, among other things, the credit agreement
dated June 9, 2013, and the interim order issued by the U.S.
bankruptcy court dated June 11, 2013.

The company's 'D' corporate credit rating and the 'D' issue-level
ratings on its prepetition debt remain unchanged.

On June 10, 2013, Exide voluntarily filed a Chapter 11 petition
for reorganization; the bankruptcy filing excludes its
international operations.

In connection with the filing, the company also announced that it
has negotiated a $500 million DIP financing facility (comprising a
$225 million ABL credit facility and a $275 million term loan
facility), pending final court approval.  The company expects to
use the DIP financing proceeds to repay $160 million outstanding
(including letters of credit) under the prepetition ABL credit
facility.

On June 11, 2013, Exide received the court's approval to access
$395 million of the DIP facility (this includes the $225 million
ABL credit facility and $170 million of the $275 million term loan
facility) on an interim basis.  The court's final approval is
scheduled for July 11, 2013.  In S&P's analysis, it assumes that
the court will approve the full amount of the DIP facility.

Standard & Poor's rating analysis on a DIP facility consists of
two parts.  The first part reflects S&P's view of the likelihood
of full cash repayment through the company's reorganization and
emergence from Chapter 11.  S&P's rating on Exide's DIP facility
incorporates a 'B-' assessment of this likelihood.  This reflects
S&P's view of the company's viability and risks related to
refinancing at emergence.  The second part of S&P's analysis
acknowledges potential ratings enhancement if S&P believes the
assets securing the facility will result in full recovery if
liquidation becomes necessary.  Based on S&P's assessment of
recovery prospects under a liquidation scenario, it applied a
three-notch enhancement for the ABL and a two-notch enhancement
for the term loan.  S&P believes that the collateral for the DIP
facility affords strong asset protection, which should provide
ample funds for full ultimate recovery if liquidation is required.

"Our assessment of the likelihood that Exide will repay the DIP
facility in cash in full is based on our view of its
reorganization and prospects for repaying the ABL and term loan in
cash, assuming it does not convert to emergence financing," said
credit analyst Nishit Madlani.  S&P do not believe that Exide's
DIP facilities have noncash payment features and DIP lenders do
not appear to have foregone or limited their rights to full cash
repayment in any manner.  Hence, S&P did not cap the issue-level
ratings on such loans at 'B'.

"We believe, based on our analysis, that the net distributable
value of Exide's assets would well exceed the amount of the DIP
revolving and term loan facilities in a liquidation scenario.
While our analysis suggests that both facilities benefit from some
measure of overcollateralization, we think that DIP revolving
lenders are more favorably positioned from a recovery perspective.
In our view, this advantage stems from the first-out priority that
the DIP facility has over the term loan, its usage limited by a
largely domestic (U.S. and Canada) borrowing base of high-quality
assets, and the borrowing base and reserve protections included in
the credit agreement," S&P noted.

As a result, S&P applied a three-notch enhancement to its
underlying risk assessment of 'B-', which results in an overall
DIP revolving credit facility rating of 'BB-'.

For the DIP term loan, S&P applied a two-notch enhancement to its
underlying risk assessment of 'B-', which results in an overall
DIP term loan facility rating of 'B+'.


FAURECIA EXHAUST: 6th Cir. Upholds Dismissal of "Pearce" Claims
---------------------------------------------------------------
The lawsuit PEARCE, et al. v. FAURECIA EXHAUST SYSTEMS, INC.
involves allegations by 75 employees that Faurecia Exhaust Systems
Inc. terminated their employment in violation of the Workers
Adjustment and Retraining Notification Act.  The Plaintiffs assert
that the Defendant failed to give a 60-day notice of plant closing
or mass layoff.  The district court determined that there was no
question of fact that Defendant was entitled to invoke the
"unforeseeable business circumstances" exception to the 60-day
notice requirement, and granted summary judgment in favor of
Defendant.  The district court dismissed Plaintiffs' state law
claims, declining to exercise supplemental jurisdiction.

Plaintiffs appealed the district court's grant of summary judgment
on the WARN Act claim.

In a June 19, 2013 decision available at http://is.gd/qlgkzufrom
Leagle.com, the U.S. Court of Appeals for the Sixth Circuit
affirmed the district court ruling holding that there is no
genuine issue as to material fact.

The appeals case is BRENDA PEARCE, et. al., Plaintiffs-Appellants,
v. FAURECIA EXHAUST SYSTEMS, INC., Defendant-Appellant, Case No.
12-3983 (6th Cir.).

Faurecia Exchaust Systems Inc. is a "just-in-time" manufacturer,
which means that it makes product for its customers on demand,
when the product is needed by the customer.  In 2008 and early
2009, Faurecia's Troy East plant supplied parts to Chrysler and
General Motors, as well as to some of Pearce, et al.'s other
facilities.  Faurecia was notified that operations would be
affected by the bankruptcy petitions of Chrysler in April 2009.


FLC HOLDING: To Sell Banks to First American for $500,000
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FLC Holding Co., the owner of the two-branch PNA
Bank, intends on selling the bank to First American Bank Corp. for
$500,000 unless a better bid turns up at auction.

According to the report, there will be hearing on July 16 in U.S.
Bankruptcy Court in Chicago for approval of sale procedures.  FLC
wants a sale approval hearing scheduled for Aug. 20.  The bank is
"virtually assured" of being taken over by regulators unless it is
sold, according to a court filing.

The report discloses that FLC is owned by the Polish National
Alliance of the U.S. of North America, a fraternal benefit
society.  The bank made residential mortgage loans on properties
near the branches in Chicago and Niles, Illinois.  The bank
incurred losses every quarter since September 2009.

FLC Holding Company filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 13-24125) on June 11, 2013.  Chad H. Gettleman, Esq., at
Adelman & Gettleman, Ltd., in Chicago, serves as counsel.
The Debtor estimated assets of $500,001 to $1,000,000 and debts of
$1,000,001 to $10,000,000.


FPL ENERGY: Moody's Downgrades Senior Bond Ratings to 'B1'
----------------------------------------------------------
Moody's Investors Service has affirmed FPL Energy National Wind,
LLC's (FPLE National Wind or OpCo) Baa3 rating on its senior
secured bonds (approximately $172 million outstanding) and revised
the outlook to negative from stable.

Concurrent with this rating affirmation, Moody's also downgraded
FPL Energy National Wind Portfolio, LLC's (FPLE National Wind
Portfolio or HoldCo) rating on its senior secured bonds
(approximately $34 million outstanding) to B1 from Ba2 and revised
its outlook to negative.

FPLE National Wind Portfolio is an intermediate holding company
that owns FPLE National Wind, and its debt service is paid solely
from upstream distributions from FPLE National Wind.

Ratings Rationale:

The revision of OpCo's outlook to negative is principally driven
by weakening financial performance and expectations of near-term
further decline in financial performance that may be inconsistent
with the rating category. Part of the current decline in financial
performance is due to a reduction in wind power generation. From
2011 to 2012, wind production declined nearly 7% resulting in OpCo
debt service coverage ratio of approximately 1.25x according to
Moody's calculations. Moody's forecasts that under certain
scenarios OpCo's DSCR could drop below 1.25x in fiscal year 2013
and potentially lower in fiscal year 2014 before improving again
in 2015 owing in part to the drop-off in Production Tax Credit
(PTC) revenue.

PTCs historically made up more than one-third of revenues and up
to one-half of cash flow available for debt service. While the
amortization profile is expected to decline in 2014 and 2015 to
match the gradual roll off of PTCs that will end by late 2013, the
decline in amortization may be not enough to fully offset the
expected decline in future cash flows based under certain
scenarios.

Despite Moody's expectations that debt service coverage will be
narrow in the near term, its affirmation of the Baa3 rating
incorporates a one-year debt service reserve fund backed by a
letter of credit, which is an above average source of liquidity
for diversified wind portfolios. In addition, there is a cash trap
trigger of 1.25x on a 12-month look- forward / look-back basis and
1.10x trigger on a 6-month look-forward / look-back basis which
further adds support to OpCo lenders, albeit to the detriment of
the HoldCo lenders.

The downgrade of HoldCo to B1 and subsequent revision of HoldCo's
outlook to negative reflects the weakened financial performance at
OpCo along with the terms of the above referenced restricted
payments test which could trap cash at OpCo, impacting HoldCo's
ability to service its debt obligations. The OpCo achieved 1.25x
debt service coverage based on Moody's calculations and as of
March 2013, the issuer's own calculations achieved 1.25x --
enabling distributions to be paid to HoldCo. However, barring any
noticeable improvement in wind or substantial changes to operating
expenses at the OpCo level, Moody's projects that HoldCo could
potentially begin to rely on its debt service reserve fund
beginning with the March 2014 debt service payment if cash becomes
trapped at OpCo as of September 2013.

Moody's notes that the existence of a one year debt service
reserve delays the potential for a payment default under the worst
case scenario. It is Moody's understanding the there is sufficient
cash at the HoldCo level to meet the next debt service payment in
September 2013. Coupled with the one-year debt service reserve
fund, the HoldCo has enough funds, in the worst case scenario, to
satisfy debt service through March 2015. Moody's also believes
that OpCo and HoldCo has some "back-door" liquidity options such
as the potential sale of a wind project that could result in
favorable reduction in debt service and restore the project's
financial profile as permitted in the indenture. This is
particularly the case since Moody's believes that there is
meaningful residual value in the portfolio as five of the nine
projects at OpCo have long-term PPAs that extend to approximately
2028, roughly four years beyond the OpCo maturity date and nine
years beyond the HoldCo maturity date.

The OpCo rating could be downgraded if O&M or G&A expenses
increase in the absence of noticeable improvement in wind
generation and therefore project revenues result in a DSCR below
1.25x. In that vein, HoldCo's rating is likely to be downgraded
further if a cash trap trigger event occurs at OpCo.

Given the negative outlook, OpCo's rating is unlikely to be
upgraded in the near-term. Similarly, in light of the downgrade at
HoldCo and the outlook revision to negative, the HoldCo rating has
extremely limited prospect for positive rating direction.

FPL Energy National Wind, LLC owns a 534 megawatt (MW) portfolio
of nine wind power generating projects, located in Pennsylvania,
West Virginia, North Dakota, South Dakota, Wyoming, Oklahoma, and
Oregon. All of the power generated by the projects is sold
pursuant to long-term fixed-price PPAs with, or guaranteed by,
utilities, municipalities or cooperatives. Each project is owned
by a separate entity ("Project Owner"). Each of the Project Owners
guarantees the repayment of the bonds on a joint and several
basis.

The principal methodology used in this rating was Power Generation
Projects published in December 2012.

FPLE National Wind is wholly-owned by FPL Energy National Wind
Portfolio, LLC, which is an intermediate holding company. Both
FPLE National Wind and National Wind Portfolio are indirect
wholly-owned subsidiaries of NextEra Energy Resources, LLC, the
largest owner of wind projects in the U.S. Energy Resources is
wholly-owned by NextEra Energy Capital Holdings, Inc. (Baa1,
stable) and is responsible for managing the wind business.


GILLUM FAMILY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Gillum Family Heritage Trust
        P.O. Box 2176
        Forney, TX 75126

Bankruptcy Case No.: 13-33129

Chapter 11 Petition Date: June 21, 2013

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

Judge: Barbara J. Houser

Debtor's Counsel: Kevin S. Wiley, Jr., Esq.
                  LAW OFFICES OF KEVIN S. WILEY, JR.
                  2700 Fairmount Street, Suite 120
                  Dallas, TX 75201
                  Tel: (469) 619-5721
                  Fax: (469) 619-5725
                  E-mail: kevinwiley@lkswjr.com

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

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

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

The petition was signed by Timothy Gillum, trustee.

Affiliates that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
OnSite RX, Inc.                       13-30267            01/21/13
Pharmacy Solutions, LP                13-30268            01/21/13
Pharmacy Technologies, Inc.           13-33020            06/11/13
Provide RX of Grapevine, LLC          12-38039            12/27/12
Provide RX of Midland, LLC            13-33016            06/11/13
Provide RX of San Antonio, LLC        13-33018            06/11/13
Provide RX of Waco, LLC               13-33017            06/11/13
Provider Business Solutions, Inc.     13-33022            06/11/13
Provider Meds, LP                     13-30678            02/06/13
W PA OnSite RX, LLC                   13-32615            05/22/13


GREEN MOUNTAIN: Declining Leverage Cues Moody's to Up CFR to Ba2
----------------------------------------------------------------
Moody's Investors Service has upgraded the Corporate Family Rating
of Green Mountain Coffee Roasters, Inc. to Ba2 from Ba3 and its
Probability of Default Rating to Ba3-PD from B1-PD. Moody's also
upgraded the company's Speculative Grade Liquidity Rating to SGL-1
from SGL-2. The Ba2 instrument rating on the company's $1.25
billion of committed senior secured bank credit facilities are
unchanged. The outlook is stable.

The rating upgrades reflect the significant decline in GMCR's
financial leverage over the past two years and more clarity
regarding Moody's concerns about the company's credit profile
including financial controls, intensifying competition following
the expiration of key patents, and the company's ability to fund
and manage the rapid expansion of its business.

"As the pace of growth of the single serve coffee business has
moderated and the competitive environment has become more defined,
we have more visibility on the operating performance of Green
Mountain," said Brian Weddington, a Moody's Senior Credit Officer.
"While we expect that the company will continue to invest
aggressively in its growth, the fact that the company is now
generating positive free cash flow is an important milestone,"
added Weddington.

Ratings Rationale:

The Ba2 Corporate Family Rating reflects the low leverage and
excellent liquidity profile of GMCR, and its expanding base of
category-leading Keurig single-cup brewers, which in turn drive
sales of its high-margin single serve portion packs. The rating
also reflects emerging competitive pressures in the K-Cup pack
business that will continue to intensify and lead to a gradual
decline in the company's market share and profit margins over
time; however the strong growth of the single serve category
should allow GMCR to sustain solid sales and earnings growth for
the foreseeable future.

Green Mountain Coffee Roasters, Inc.

Ratings upgraded:

Corporate Family Rating to Ba2 from Ba3;

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

Speculative Grade Liquidity Rating to SGL-1 from SGL-2.

Ratings affirmed (assessments revised):

$800 million senior secured revolving credit facility due 2016 at
Ba2 (LGD-3, 34%) from (LGD-2, 27%);

$200 million alternative currency senior secured revolving credit
facility due 2016 at Ba2 (LGD-3, 34%) from (LGD-2, 27%);

$239 million senior secured bank Term Loan A due 2016 at Ba2 (LGD-
3, 34%) from (LGD-2, 27%).

Since September 2011, Green Mountain has retired approximately
$300 million of senior secured debt reducing the rating lift given
to these securities in line with Moody's LGD Methodology. As a
result, these debt instruments are rated the same as the Corporate
Family Rating. The senior secured bank debt instrument ratings
reflect both the Ba3 Probability of Default Rating and a below-
average mean family loss given default assessment of 35% (or an
above-average mean family recovery estimate of 65%), typical
treatment for an all-first-lien bank senior secured debt capital
structure. The bank facilities are secured by a first priority
lien on substantially all of the assets of GMCR and domestic
subsidiaries and by 65% of the capital stock of GMCR's non-U.S.
subsidiaries (principally, the Canadian operations).

Ratings could be upgraded if GMCR is able to sustain positive free
cash flow and improve the diversity and robustness of its supply
chain and distribution networks. To warrant an upgrade, the
company would also need to articulate a clear financial strategy
including the possibility for acquisitions, dividends or other
major uses of cash in the future. Ratings could be downgraded if
liquidity erodes significantly and/or GMCR faces deteriorating
operational performance, including a major decline in i) installed
base of active Keurig coffee brewers; ii) gross margins; or iii)
GMCR's K-Cup pack sales. A downgrade may also occur if the company
experiences a major disruption in its supply chain or distribution
network. Quantitatively, ratings could be downgraded if management
pursues more debt-financed acquisitions or if debt/EBITDA rises
above 3.0 times.

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

Green Mountain Coffee Roasters, Inc. based in Waterbury, Vermont,
is a manufacturer of Keurig single serve brewing systems and
beverages, including specialty coffee, tea and other beverages, in
single serve packs for use with its brewers. For the twelve months
ended March 30, 2013 the company generated net sales of $4.2
billion.


HAMPTON LAKE: Plan Outline Approved; Confirmation on Sept. 17
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina has
determined that the Disclosure Statement filed by Hampton Lake LLC
describing its Chapter 11 Plan contains adequate information, and
accordingly approved the Disclosure Statement on June 24, 2013.

With this development, the Debtors are authorized to cause the
distribution of the Plan documents and corresponding ballot forms
to creditors on or before Aug. 12, 2013.

Creditors eligible to vote are given until Sept. 9, 2013 to cast
their ballots on the Plan.

The Court will convene a hearing on Sept. 17, 2013 to consider
confirmation of the Plan.  Parties-in-interest have until Sept. 9
to file any objection to the Plan.

Shortly before the Court entered the Disclosure Statement Order,
the Debtor submitted an amendment to the Disclosure Statement and
the Plan dated June 17, 2013.  Among other things, the amendments
refer to:

  (1) Clarification on the Debtor's history as it pertains to
      failure to make scheduled payments to Charter Note Holders
      in November 2009 and the corresponding forbearance agreement
      it negotiated on those payments;

  (2) Clarification on the transfer and release of the Debtor to
      the Official Committee of Unsecured Creditors all rights to
      administer the unsecured, non-priority claims against the
      estate;

  (3) Clarification that the Creditors Committee will continue to
      exist on and after the effective date of confirmation until
      all unsecured non-priority claims have been administered;
      and

  (4) A revised feasibility budget as exhibit.

A full-text copy of the Amendments as well as other
clarifications, dated June 17, 2013, to the Disclosure Statement
and Plan is available for free at:

       http://bankrupt.com/misc/HAMPTONLAKE_DSAmdmentJune17.PDF

                       About Hampton Lake

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

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

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


HELIX ENERGY: S&P Assigns 'BB' Rating to $900MM Sr. Sec. Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level rating (two notches higher than the corporate credit
rating) to Helix Energy Solutions Group Inc.'s $900 million senior
secured credit facility due 2018.  The facility includes a
$600 million revolving credit facility and a $300 million term
loan.  The recovery rating on this debt is '1', indicating S&P's
expectation of very high (90% to 100%) recovery in the event of a
payment default.

"Helix is using proceeds from the new facility to fund the
redemption of its remaining $275 million of senior unsecured notes
and the company's future growth plans," said Standard & Poor's
credit analyst Marc Bromberg.

The company expects to redeem its notes on July 22, 2013.

The stable outlook on Helix Energy Solutions Group Inc.
incorporates Standard & Poor's expectation that, over the next 12
months, Helix will benefit from strong offshore spending and
little downtime on its contracting services vessels.  S&P projects
that the company's EBITDA margins will average in the low- to mid-
20% range, making for credit measures appropriate for the current
rating.

RATING LIST

Helix Energy Solutions Group Inc.
Corporate credit rating                        B+/Stable/--

New Rating
  $900 mil sr secd credit facility due 2018     BB
   Recovery rating                              1


HERCULES OFFSHORE: To Buy Majority Interest in Discovery
---------------------------------------------------------
Hercules Offshore, Inc., through a wholly owned subsidiary, agreed
to purchase additional shares of Discovery Offshore S.A.,
increasing its total investment in Discovery to more than 50
percent of the outstanding shares at a price of NOK 15.00 per
share in direct transactions with certain selling shareholders.
In accordance with the Norwegian Securities Trading Act, Hercules
will make a mandatory cash tender offer for all remaining
outstanding shares of Discovery.

Hercules agreed to sell substantially all of its Domestic Liftboat
assets for net cash proceeds of approximately $54 million, subject
to adjustment.  Hercules will retain working capital which totals
approximately $7.3 million as of May 31, 2013.

John T. Rynd, chief executive officer and president of Hercules
Offshore stated, "Discovery Offshore was conceived by us over two
years ago as a way to enter into the high-specification jackup
market.  The two Discovery rigs are world-class assets with market
leading capabilities that place them among the highest
specification jackup rigs in the world.  These rigs will
significantly expand our service offerings to the most demanding
drilling customers, and open new international markets that have
growing needs for assets of this caliber.  With construction of
both Discovery rigs nearing completion, we feel conditions are
right for us to acquire the entire entity.

"The sale of our Domestic Liftboat business, along with our
previously announced exit from the Inland barge segment, is part
of our strategic efforts to concentrate our resources on more
profitable markets with a positive longer-term outlook, such as
our U.S. Gulf of Mexico and international drilling operations and
our international liftboat business.  While we believe that the
international market outlook for liftboats is strong, we see
better markets for our Company's deployment of resources than the
domestic liftboat market.  Our exit of the Domestic Liftboat
business also eliminates our Company's foreign ownership
restrictions arising from the operation of businesses subject to
the Jones Act.  The principals of All Coast are well known to us,
and we expect that our customers will continue to receive the
highest level of service.  I want to thank everyone in our
Domestic Liftboat segment for their dedication throughout the
years, and am confident that the new owners are the right stewards
of this business.

"With the addition of the Discovery rigs to our worldwide jackup
fleet, and exit from the domestic liftboat and inland drilling
segments, our Company will be transformed to a more focused
provider of quality offshore services. Our fleet mix will include
some of the newest and highest specification jackup rigs and
liftboats currently on the market.  This will provide greater
visibility and a more evenly balanced revenue mix between domestic
and international markets."

Hercules Offshore executives, Stephen M. Butz and James W. Noe,
serve on the Board of Directors of Discovery.

Pareto Securities and Deutsche Bank Securities are acting as
financial advisors to Hercules Offshore on this transaction.

                To Offer $400 Million Senior Notes

Hercules intends, subject to market conditions, to offer, in a
private placement, up to $400,000,000 aggregate principal amount
of senior notes due 2021.  Hercules Offshore expects to use the
net proceeds from the offering, together with cash on hand
(including the proceeds of approximately $104 million it expects
to receive from the sales of its inland barge rigs, domestic
liftboats and related assets), to fund its acquisitions of shares
of Discovery Offshore S.A. and the final payment of $333.9 million
due for Discovery Triumph and Discovery Resilience.

                         Credit Amendments

In July 2013, the Company expects to enter into an amendment to
its revolving credit facility, that, among other things, increases
the aggregate commitments thereunder from $75 million to $150
million and extends the maturity date to July 2018.  The Company
is currently negotiating with its lender group to increase the
aggregate commitments, but the Company has not reached a
definitive agreement with its lenders.

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

                        http://is.gd/gV3wgc

                      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.


HERCULES OFFSHORE: $400MM Notes Issue Gets Moody's 'B3' Rating
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Hercules
Offshore, Inc.'s proposed $400 million senior unsecured notes due
2021. Moody's also affirmed the B2 Corporate Family Rating, B2-PD
Probability of Default Rating, Ba3 senior secured notes rating and
the SGL-2 Speculative Grade Liquidity rating. The rating outlook
was changed to negative from stable.

Proceeds from the offering, together with cash on hand and
proceeds from the staggered sale of its inland barge rigs,
domestic liftboats and related assets, will be used to fund the
company's acquisitions of shares of Discovery Offshore S.A. and
the final payment related to the delivery of Discovery's two
newbuild jackup rigs.

"The acquisition of Discovery and sale of non-core assets reflect
Hercules' strategic decision to upgrade its current rig fleet and
increase its exposure to international markets in an effort to
improve the long-term competitiveness of the company," stated
Michael Somogyi, Moody's Vice President -- Senior Analyst. "The
debt-funded nature of this acquisition and the current un-
contracted status of the two Discovery rigs, however, raises
Hercules' pro-forma leverage profile and execution risk."

Issuer: Hercules Offshore, Inc.

Rating Assignments:

$400 million Senior Unsecured Regular Bond/Debenture, assigned B3
(LGD4-66%)

Rating Affirmations:

Corporate Family Rating, affirmed B2

Probability of Default rating, affirmed B2-PD

$300 million Senior Secured Regular Bond/Debenture, affirmed Ba3
(LGD2-23%)

$300 million Senior Unsecured Regular Bond/Debenture, affirmed B3
(LGD4-66%)

$200 million Senior Unsecured Regular Bond/Debenture, affirmed B3
(LGD4-66%)

Speculative Grade Liquidity Rating, affirmed SGL-2

Rating Outlook:

Rating outlook is negative

Ratings Rationale:

Hercules' B2 CFR is restrained by its rising leverage profile and
higher execution risk stemming from the all debt-financed
acquisition of Discovery and the un-contracted nature of
Discovery's two newbuild jackup rigs. The B2 CFR is supported by
improving cash flows driven by increasing operator activity in the
shallow-water Gulf of Mexico and International Offshore markets,
which is has led to higher day-rate momentum and longer contract
durations.

Hercules holds a strategic, 32% ownership stake in Discovery
Offshore S.A. (Discovery), a Luxembourg-based company established
in 2011 to own two newbuild Super A class jack-up rigs under
construction at Keppel FELS in Singapore. The first rig, Discovery
Triumph, was delivered in June 2013 and the second rig, Discovery
Resilience, is scheduled for delivery in October 2013. Final
payments to the shipyard of $167 million per rig are due in August
2013 and October 2013, respectively. Both rigs are currently
without contracts.

Hercules, through a wholly-owned subsidiary, agreed to purchase
additional shares of Discovery at a price of 15.00 Norwegian Krone
(NOK), which will increase its total investment to over 50% of the
outstanding shares. The acquisition of over 50% of Discovery will
trigger an obligation under the Norwegian Securities Trading Act
for Hercules to make a mandatory offer for all of the outstanding
shares in Discovery. Based on this offer price, and using a 0.173
NOK : USD exchange rate, the implied market capitalization of
Discovery is approximately $170 million. Pro-forma the acquisition
of the remaining shares of Discovery, including the final payment
of over $330 million due to the shipyard for the two newbuild
jackup rigs, and the impact of non-core asset sales, Hercules'
gross debt balance will rise above $1.25 billion (including
Moody's adjustments). These transactions will elevate Hercules'
leverage profile to over 4.1x by year-end 2013, reversing the
company's lower trending leverage profile evidenced through
1Q2013.

The SGL-2 Speculative Grade Liquidity rating reflects good
liquidity. Hercules had a cash balance of $169 million and full
availability on its $75 million revolving bank credit facility as
of March 31, 2013. The company is currently in discussions with
its bank lending group to amend its revolver by increasing the
commitment amount to $150 million and extending the maturity date
from April 2017 to April 2018. Together with the proceeds from the
new $400 million senior unsecured notes offering and $110 million
proceeds from non-core asset sale proceeds, Hercules will have
sufficient liquidity to fund the acquisition of Discovery and make
the final payments due on the two newbuild jackup rigs. Access
under the amended revolving credit facility will be predicated on
remaining in compliance with a maximum 3.5x senior secured bank
debt to consolidated EBITDA leverage ratio covenant, against which
Moody's expects the company to remain in compliance.

The senior unsecured notes are rated B3, one notch beneath the
Corporate Family Rating (CFR) of B2, under Moody's Loss Given
Default Methodology. The Ba3 rating on Hercules' $300 million
senior secured notes is two notches higher than the B2 CFR. This
reflects its senior standing in the capital structure and the
support that is provided by the company's approximately $900
million of senior unsecured notes in a default scenario. However,
Moody's has implemented a one notch downward override of the Loss
Given Default model and capped the senior secured notes at Ba3
because the notes will not have a lien on the two newbuild jackup
rigs to be acquired from Discovery and the recovery value of
Hercules' aging commodity jack up fleet would have a lower
recovery value in a distressed sale after an event of default.

The rating outlook is negative. In order to stabilize the outlook,
Hercules will have to secure contracts for the two newbuild jackup
rigs in line with expectations. A positive ratings action could be
considered if Hercules's ratio of total debt to EBITDA is
sustained below 2.5x while maintaining good liquidity. Should
leverage be sustained in excess of 5.0x or liquidity deteriorate,
the ratings could be considered for downgrade.

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

Hercules Offshore, Inc. is headquartered in Houston, TX and is a
provider of offshore contract drilling and liftboat services with
operations principally in the shallow water Gulf of Mexico and in
a number of international locations.


HRK HOLDINGS: Seeks Exclusive Plan Filing Pd. Extended to Aug. 30
-----------------------------------------------------------------
HRK Holdings, LLC, et al., are seeking a further extension of
their exclusive plan filing period through Aug. 30, 2013, and of
their exclusive plan solicitation period through Oct. 30, 2013.

The Debtors are requesting the extension to allow them the time
necessary to consummate anticipated asset sales.

The Court has approved several auction sale motions on certain of
the Debtors' real property assets.  It has set the hearing for the
contemplated sales on July 30, 2013.

The Debtors maintain that the extension motion is not submitted
for purposes of delay and will not prejudice any party-in-
interest.

                        About HRK Holdings

Based in Palmetto, Florida, HRK Holdings LLC owns roughly 675
contiguous acres of real property in Manatee County, Florida.
Roughly 350 acres of the property accommodates a phosphogypsum
stack system, called Gypstaks, a portion of which was used as an
alternate disposal area for the management of dredge materials
pursuant to a contract with Port Manatee and as authorized under
an administrative agreement with the Florida Department of
Environmental Protection.  The remaining acres of usable land are
either leased to various tenants or available for sale.  HRK
Industries holds various contracts and leases associated with the
Debtors' property.

HRK Holdings and HRK Industries LLC filed for Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on
June 27, 2012.  Judge K. Rodney May oversees the case.  Barbara A.
Hart, Esq., and Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Prosser, P.A., represent the Debtors.

HRK Holdings disclosed $33,366,529 in assets and $26,092,559
in liabilities in its revised schedules.

According to the Debtors, the bankruptcy filing was necessitated
by the immediate need to sell a portion of the remaining property
to create liquidity for (a) funding the urgent management of the
site-related environmental concerns; the benefit of creditors;
funding a litigation filed by the Debtors; and funding of expenses
related to additional sales of the remaining property.


HUSTAD INVESTMENTS: Plan Filing Exclusivity Expires
---------------------------------------------------
The Hon. Kathleen H. Sanberg of the U.S. Bankruptcy Court for the
District of Minnesota has denied Hustad Investment Corporation, et
al.'s motion to extend the exclusivity period for filing a chapter
11 plan and disclosure statement, "for reasons stated orally and
recorded in open court."

On June 5, 2013, the Debtors sought an extension of the exclusive
periods to Sept. 20, 2013, for filing of a plan and Nov. 19, 2013
to obtain acceptance of the plan.  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath Nauman, the attorney for the Debtors,
said in the June 5 court filing that the Debtors "intend to
continue the development and sale of their properties to maximize
the value of those assets for the benefit of creditors and equity
holders.  The strategy to do so will be integrated and involve
staged sales of parcels in both Bluff Country Village and the
Maple Grove Property.  After that process is underway, the Debtors
will devise and file a plan for repayment of their obligations."

On June 14, 2013, BMO Harris Bank, N.A., filed an objection to the
requested extension, saying that the Debtors have not met their
burden to show any reason whatsoever for extending the exclusivity
period and fail to articulate any legally cognizable reason why it
has not been able to formulate a plan since the inception of these
cases.  John R. McDonald, Esq, at Briggs And Morgan, P.A., the
attorney for BMO, said in the court filing, "A competing plan may
be more beneficial to all creditors since the Debtor has readily
admitted from the outset that it needs to sell property free and
clear of BMO's interest and then use BMO's cash collateral in
order to have the funds necessary to pursue confirmation of a
plan."

The Debtors' development projects, the Bluff Country Village and
the Maple Grove property, are subject to a first mortgage in favor
of BMO Harris Bank, N.A., securing a debt of approximately
$12.4 million, including principal of approximately $10.8 million,
interest, late fees, attorney fees and costs.

Minority shareholders Kelli H. Hueler and Wallace M. Hustad also
filed on June 14 an objection to the extension, saying that the
Debtors have little or no cash to continue operating in Chapter 11
for an extended period of time because they have no other lending
sources and have likely exhausted the small, post-petition loan
they received from related-party Trek Development, Inc.
"Terminating the exclusivity period will force the Debtors to act
more quickly and conserve limited cash and other resources for the
benefit of the estate," Amy J. Swedberg, Esq., at Maslon Edelman
Borman & Brand LLP, the attorney for the Minority Shareholders,
said in the court filing.

As a result of the denial, the Debtors' exclusive period to
propose a Chapter 11 plan expired June 20.

The Debtors are also represented by Will R. Tansey, Esq., at
Ravich Meyer Kirkman McGrath Nauman.

BMO's attorneys can be reached at:

      Briggs And Morgan, P.A.
      John R. McDonald
      Benjamin E. Gurstelle
      80 South 8th Street; 2200 IDS Center
      Minneapolis, MN 55402
      Tel: (612) 977-8562
      Fax: (612) 977-8650

The Minority Shareholders' attorneys can be reached at:

      Amy J. Swedberg
      Maslon Edelman Borman & Brand LLP
      90 South Seventh Street, Suite 3300
      Minneapolis, MN 55402
      Tel: (612) 672-8200
      E-mail: amy.swedberg@maslon.com

                  and

      Andrew M. Luger
      Jenny Gassman-Pines
      Greene Espel PLLP
      222 South Ninth Street, Suite 2200
      Minneapolis, MN 55402
      Tel: (612) 373-8348
      E-mail: aluger@greeneespel.com
              jgassman-pines@greeneespel.com

                     About Hustad Investment

Hustad Investment Corp., Hustad Investments LP, and Hustad Real
Estate Company sought Chapter 11 protection (Bankr. D. Minn. Lead
Case No. 13-40789) in Minneapolis on Feb. 20, 2013.

The Debtors are engaged in the business of real estate investment.
The Debtors own, among others, a commercial development consisting
of 8 acres in Eden Prairie, Minnesota, called Bluff Country
Village, and a mixed-use development consisting of 110+/- acres in
Maple Grove, Minnesota.

The majority of Bluff Country Village is owned by HIC, but some of
that property is owned by HRE.  The Maple Grove Property is owned
by HILP.

Both Bluff Country Village and the Maple Grove Property are
subject to a first mortgage in favor of BMO Harris Bank, N.A.
securing a debt of approximately $12.4 million.  The Chapter 11
cases were filed on the eve of a sheriff's sale scheduled by BMO
in connection with foreclosure of its mortgage.

HILP estimated less than $50 million in assets and liabilities.
HRE estimated less than $10 million in assets and less than $50
million in liabilities.  HIC disclosed $12,941,736 in assets and
$15,022,204 in liabilities as of the Chapter 11 filing.

The Debtors are represented by Michael L. Meyer, Esq., at Ravich
Meyer Kirkman McGrath Nauman, in Minneapolis.


IGPS CO: Trustee Contends Insider Sale Price Is Too Low
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that in the opinion of the U.S. Trustee, IGPS Co. LLC, the
only plastic pallet leasing company in the U.S., has no need for
giving insiders a $1 million breakup fee if outbid at auction.

According to the report, IGPS filed papers setting up auction
procedures.  Originally, the company wanted the auction itself
held July 1.  There is an agreement for Balmoral Funds LLC, One
Equity Partners LLC and Jeff and Robert Liebesman to buy the
business in exchange for $36 million in secured debt, $1 million
cash, and assumption of the loan financing bankruptcy.  Just
before bankruptcy, they purchased the $250 million working-capital
loan on which $148.8 million is outstanding, according to court
filings.

The hearing for approval of sale procedures was pushed back to
July 1.

According to the report, the U.S. Trustee, the Justice
Department's bankruptcy watchdog, filed an objection to proposed
sale procedures, saying that the company is worth "significantly
more" than the proposed sale price.  The U.S. Trustee believes the
court should afford time to market the business to other potential
buyers.  The U.S. Trustee opposes a breakup fee for the insiders,
saying they have no need for incentive to buy.  The Orlando,
Florida-based company attributed financial problems to excessive
loss and damage to pallets, causing default under the working
capital loan where JPMorgan Chase Bank NA was one of the lenders.

                           About iGPS Co.

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

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

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

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

The bankruptcy judge signed an order on June 7 giving interim
approval for a $6 million loan from Crystal Financial LLC.  The
final hearing for approval of the entire $12 million loan package
will take place July 1.


IN PLAY: Taps Allen & Vellone as Bankruptcy Co-Counsel
------------------------------------------------------
In Play Membership Golf, Inc., asks the U.S. Bankruptcy Court for
the District of Colorado for permission to employ Allen & Vellone,
P.C. as co-counsel.

The Debtor desires to employ Allen & Vellone as co-counsel because
of the extent of anticipated litigation services required in the
proceedings including, but not limited to, Rule 2004 examinations,
claims objections and potential motions pertaining to relief from
stay and the validity, priority and extent of liens.  Patrick D.
Vellone is an experienced commercial trial lawyer with
considerable experience in the area of debtor-creditor adversary
and commercial litigation.

The hourly rates of Allen & Vellone's personnel are:

         Mr. Vellone                    $410
         Matthew M. Wolf                $290
         Mark A. Larson                 $250
         Jennifer E. Schlatter          $235
         Elizabeth M. Bryans            $230
         Tatiana G. Popacondria         $185
         Antonio L. Converse            $190
         Law Clerk                      $120
         Paralegal                      $120

Allen & Vellone has received a $5,000 retainer from the Debtor's
principal, Stacey Hart.  Mr. Hart made a capital contribution to
the Debtor due to the Debtor's limited resources.  A portion of
the retainer was expended on prepetition services.  The balance of
the retainer is being held in a trust account on behalf of the
Debtor.

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

                   About In Play Membership Golf

In Play Membership Golf, Inc., doing business as Deer Creek Golf
Club and Plum Creek Golf and Country Club, filed a Chapter 11
petition (Bankr. D. Col. Case No. 13-14422) in Denver on March 22,
2013.   Jeffrey A. Weinman, Esq., at Weinman & Associates,
P.C., and Patrick D. Vellone at Allen & Vellone, P.C., represent
the Debtor in its restructuring effort.  The Debtor estimated
assets and liabilities of at least $10 million.


IN PLAY: VLP Consulting Approved as Accountant
----------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
In Play Membership Golf, Inc., to employ Valerie Pearson dba VLP
Consulting as accountant, to assist the Debtor for accounting
consulting, closing the Debtor's books and higher level accounting
services, including preparation of the Debtor's financials
according to GAAP.

As reported in the Troubled Company Reporter on May 27, 2013, the
accountant will charge the Debtor $50 per hour for its services.

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

                   About In Play Membership Golf

In Play Membership Golf, Inc., doing business as Deer Creek Golf
Club and Plum Creek Golf and Country Club, filed a Chapter 11
petition (Bankr. D. Col. Case No. 13-14422) in Denver on March 22,
2013.   Jeffrey A. Weinman, Esq., at Weinman & Associates,
P.C., and Patrick D. Vellone at Allen & Vellone, P.C., represent
the Debtor in its restructuring effort.  The Debtor estimated
assets and liabilities of at least $10 million.


JAMES RIVER: S&P Lowers Ratings on Convertible Notes to 'D'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issue-level
rating on James River Coal Co.'s 3.125% and 4.5% convertible notes
to 'D' from 'CC'.  The recovery rating remains '6'.

The rating actions follows James River Coal's recent announcement
that it had registered $54.4 million of new 10% convertible notes
due 2018 for the purpose of exchanging any and all of its existing
convertible notes.  In S&P's view, the exchange constitutes a
distressed restructuring due to the discount to par and because
the new securities' maturities extend beyond the original maturity
dates, and is tantamount to a default.  In accordance with S&P's
criteria for exchange offers and similar restructurings, it will
likely raise the ratings on the convertible notes to the prior
levels when the transactions have been completed.

In May, convertible noteholders exchanged $90 million of the
company's 4.5% convertible notes due 2015 and $153.4 million of
the company's 3.125% convertible notes due 2018 for $123.3 million
of new 10% convertible notes due 2018.  At that time, S&P lowered
the existing convertible note ratings to 'D' and subsequently
raised the ratings to 'CC' following the completion of those
transactions.  Following the transactions, $51.2 million and
$51.6 million of the company's 4.5% and 3.125% convertible notes,
respectively, were outstanding.

The 'CCC' corporate credit rating and negative outlook reflects
S&P's view of the combination of the company's "vulnerable"
business risk and "highly leveraged" financial risk profiles.  S&P
based the vulnerable business risk profile on its assessment of
the company's small size, high operating costs, capital-intensive
operations, and exposure to cyclical end markets.  In addition,
James River faces challenges associated with operating in the
Central Appalachia region, which is becoming increasingly
expensive and difficult to mine because of mature, thinning seams;
escalating costs; and stringent permitting and safety regulations.
S&P views James River's financial risk profile to be highly
leveraged because leverage is in excess of 10x as of the trailing
12 months ended March 31, 2013.  S&P views liquidity to be "less
than adequate" based on its view that the company's cash burn will
likely accelerate in 2013, and that it would not be able to absorb
high-impact, low probability events.

RATING LIST

James River Coal Co.
Corporate credit rating                     CCC/Negative/--

Ratings Lowered; Recovery Rating Unchanged
                                            To            From
  4.5% sr unsecd conv nts                   D             CC
   Recovery rating                          6             6
  3.125% sr unsecd conv nts                 D             CC
   Recovery rating                          6             6


JHK INVESTMENTS: Hearing on Cash Collateral Use Set for July 16
---------------------------------------------------------------
The Hon. Alan H. W. Shiff of the U.S. Bankruptcy Court for the
District of Connecticut has set for July 16, 2013, at 10:00 a.m.,
the hearing on JHK Investments, LLC's motion to use the cash
collateral of Bay City Capital Fund V, L.P., and Bay City Capital
Fund L.P.

As reported by the Troubled Company Reporter on April 5, 2013, the
Debtor said that it is essential to its business and operations,
and the preservation of the value of its assets, that it obtain
preliminary order authorizing it to use cash receipts to pay
business expenses necessary to avoid irreparable harm to the
estate.  The Debtor alleged that without the use of its cash
collateral, it will suffer irreparable harm and the value of its
assets will greatly diminish or be destroyed.

On June 17, 2013, the Court authorized the Debtor to use cash
collateral for the period June 5, 2013, through and including
July 16, 2013.  A copy of the budget is available for free at:

                        http://is.gd/qHPnwk

As adequate protection, Bay City is granted replacement liens in
all of the Debtor's postpetition assets.

                       About JHK Investments

JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn.
Case No. 12-51608) in Bridgeport, Conn., on Aug. 29, estimating
under $100 million in assets and more than $10 million in
liabilities.  Craig I. Lifland, Esq., at Zeisler & Zeisler, P.C.,
represents the Debtor.

Westport, Connecticut-based JHK is an investment company founded
by the former senior management team of United States Surgical
Corporation.  Founded by Leon C. Hirsch in 1963, USSC became a
global medical device manufacturer with sales exceeding
$1.2 billion and employing $4,000 Connecticut residents.  The
Debtor disclosed $38,690,639 in assets and $32,127,278 in
liabilities as of the Chapter 11 filing.

Following the success of USSC, Mr. Hirsch and two other senior
USSC executives created JHK in order to produce and develop new
markets and penetrate established markets throughout the world for
high-tech medical devices.  JHK owns equity in several start-up
medical subsidiaries.  The start-ups include Interventional
Therapies, LLC, Auditory Licensing Company, LLC, Biowave
Corporation, Gorham Enterprises, LLC, and American Bicycle Group,
LLC.

Bay City claims to be owed $31 million for funding provided to the
Debtor since January 2011.  The principals at JHK -- Mr. Hirsch,
Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's
obligations, pledged the property in Wilton, Connecticut to secure
obligations under the guaranty, and pledged all equity interests
of JHK.

In March 2012, Eleuthera, in its capacity as administrative agent
for Bay City, declared an event of default as a result of the
passage of the maturity date and the failure to pay the entire
amount outstanding.  On Aug. 28, 2012, Bay City and Eleuthera
purported to exercise the pledge agreements insofar as they
purported to register the Principals' interest in JHK in the name
of Eleuthera, as nominee for Bay City, and purported to reserve
their right to exercise voting rights in JHK.


KO-KAUA OHANA: Hearing on More Plan Exclusivity Tomorrow
--------------------------------------------------------
The Hon. Marc L. Barrec of the U.S. Bankruptcy Court for the
Western District of Washington will hold on June 28, 2013, at
9:30 a.m., a hearing on Ohana Group, LLC's request to extend the
exclusive periods for the Debtor to file a plan of reorganization
until July 31, 2013, and for the Debtor to solicit acceptances of
that plan until Sept. 30, 2013.

In early March 2013, the Debtor was advised that there had been a
change by its primary lender, Wells Fargo, N.A., as trustee for
the registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2007-C5, in the special servicer for the loan.  "There
followed a period of time in which no substantive conversations
could be had with Lender's counsel while the new servicer got up
to speed and determined whether it would retain counsel that had
previously made an appearance in this case.  That process was
ultimately completed, and existing counsel for the Lender was to
remain on the case, but the delay prevented the parties from
exploring the possibility of a consensual plan prior to the end of
the initial exclusivity period in this case.  More recently, the
Debtor was advised that there had been another change in the
servicer for this loan -- the loan had been transferred back to
the servicer that initially held the loan when the case
was filed.  Unfortunately, this event created further delay in the
opportunity for negotiations as to a consensual plan to proceed in
this case, Bridget G. Morgan, Esq., at Bush Strout & Kornfeld LLP,
the attorney for the Debtor," Ms. Morgan says.

According to Ms. Morgan, the Debtor and the Lender met on May 30,
2013, to discuss plan terms.  Ms. Morgan states that the Lender
has requested, and the Debtor has agreed, to delay filing its
proposed plan for an additional sixty days so as to permit the
parties additional time to explore the possibility of a consensual
plan.

                       About Ohana Group LLC

Ohana Group LLC, in Seattle, Washington, filed for Chapter 11
bankruptcy (Bankr. W.D. Wash. Case No. 12-21904) on Nov. 30, 2012.
Judge Marc Barreca oversees the case.  James L. Day, Esq., at Bush
Strout & Kornfeld LLP, serves as bankruptcy counsel.  In its
petition, the Debtor scheduled $16,000,000 in assets and
$11,696,131 in liabilities.


LEE AND KENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Lee and Kent Corporation
          aka The Lee Law Group
        3250 Wilshire Boulevard, Suite 1410
        Los Angeles, CA 90010

Bankruptcy Case No.: 13-26166

Chapter 11 Petition Date: June 21, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Julia W. Brand

Debtor's Counsel: Josue S. Villanueva, Esq.
                  LAW OFFICE OF JOSUE S. VILLANUEVA
                  P.O. Box 251167
                  Glendale, CA 91225
                  Tel: (818) 243-7704
                  Fax: (818) 688-3935
                  E-mail: josue.villanueva@usa.net

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

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb13-26166.pdf

The petition was signed by Justin M. Lee, president.


LEHMAN BROTHERS: Repo Clients Don't Have Customer Claims
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to an opinion June 25 by U.S. Bankruptcy
Judge James M. Peck in Manhattan, creditors holding repurchase
agreements with the brokerage subsidiary of Lehman Brothers
Holdings Inc. don't have so-called customer claims.

According to the report, Judge Peck's 21-page opinion adopted
arguments made by James Giddens, the trustee for the Lehman
brokerage liquidating under the Securities Investor Protection
Act.  Judge Peck based his decision on the principle that the
creditors didn't have any securities held by the Lehman broker at
the time of bankruptcy and therefore don't have customer status.

The report notes that the effect of the opinion is considerable,
because Mr. Giddens is paying customers' claims in full.  Mr.
Giddens has yet to say how large the recovery will be on non-
customer claims.  The opinion was in a test case involving Hudson
City Savings Bank and the Federal Deposit Insurance Corp. as
receiver for a failed bank, among others.

The report relates that from Lehman's perspective, the
transactions were reverse repos with the creditors delivering
securities to Lehman under an agreement where the creditors were
obligated to repurchase the securities at a later date at a
specified price.  The agreements didn't require Lehman to hold or
segregate the securities.  The agreements allowed Lehman to use
the securities for its own purposes until the repurchase date.

The report discloses that because Lehman wasn't holding the
creditors' securities at bankruptcy, they only have general
claims, not customer claims, Judge Peck ruled.  The judge rejected
several argument made by the creditors, saying the definition of
"customer" must be given a "narrow reading."

                       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.


LIME ENERGY: Revises Filing Schedule for Delinquent Reports
-----------------------------------------------------------
Lime Energy Co. on June 26 announced a revised schedule for filing
its delinquent periodic reports and its restatement of the years
ended December 31, 2008, December 31, 2009, December 3, 2010 and
December 31, 2011 and the quarter ended March 31, 2012.  As
previously disclosed, the Company's Audit Committee has determined
that the Company's consolidated financial statements for the
Affected Periods could not be relied on.

The Company now expects to file its Annual Report on Form 10-K for
the year ended December 31, 2012 and and its Quarterly Report on
Form 10-Q for the quarter ended September 30, 2012 on or before
July 31, 2013, and its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2013 on or before August 9, 2013.  The
2012 10-K will reflect the restatement of the years ended December
31, 2008, December 31, 2009, December 3, 2010 and December 31,
2011.  The 3rd Quarter 2012 10-Q will include the restated
financial statements for the quarter ended March 31, 2012 and the
financial statements for the quarter ended June 30, 2012.

As previously disclosed, the Company received a notice from the
NASDAQ Listing Qualifications Staff on January 9, 2013 regarding
the Company's failure to satisfy NASDAQ Listing Rule 5250(c)(1)
because the Company had not filed its Quarterly Reports on Form
10-Q for the periods ended June 30, and September 30, 2012, and
that as a result the Company's common stock was subject to
delisting from the NASDAQ Stock Market.  The Company has since
received notices of additional deficiencies from the NASDAQ Staff
related to the Company's failure to file the 2012 10-K and the 1st
Quarter 201310-Q.  The Company requested a hearing before the
NASDAQ Hearings Panel to review the listing determination and to
request that the Panel grant the Company additional time to regain
compliance on February 21, 2013 and on March 6, 2013, the Panel
granted the Company's request for continued listing of its common
stock on the NASDAQ Stock Market, subject to certain conditions,
including the conditions that on or before June 30, 2013, the
Company shall file restated financial statements for the Affected
Periods, that it shall file its Form 10-Q for the 2012 quarterly
periods on or before July 31, 2013 and that it shall file its Form
10-K for 2012 and Form 10-Q for the first quarter of 2013 on or
before August 9, 2013.

The Company has requested that the Panel modify the conditions of
its decision to remove the requirement that separate filings of
restated financial statement be made but to require that the 2012
10-K, as described above, be filed on July 31, 2013 rather than
August 9, 2013, and the 3rd Quarter 2012 10-Q, as described above,
be filed on or before July 31, 2013.  The Company cannot assure
that the Panel will grant its request.

Headquartered in Huntersville, North Carolina, Lime Energy Co. --
http://www.lime-energy.com-- is engaged in planning and
delivering clean energy solutions that assist its clients in their
energy efficiency and renewable energy goals.  The Company's
solutions include energy efficient lighting upgrades, energy
efficient mechanical and electrical retrofit and upgrade services,
water conservation, building weatherization, on-site generation
and renewable energy project development and implementation.  The
Company provides energy solutions across a range of facilities,
from high-rise office buildings, distribution facilities,
manufacturing plants, retail sites, multi-tenant residential
buildings, mixed use complexes, hospitals, colleges and
universities, government sites to small, single tenant facilities.


LODGENET INTERACTIVE: Renamed "Sonifi Solutions"
------------------------------------------------
Jodi Schwan, writing for Sioux Falls Business Journal, reports
that LodgeNet Interactive Corp. has changed its name to Sonifi
Solutions.  President and CEO Michael Ribero said the company,
which has completed its Chapter 11 bankruptcy reorganization,
needed to make a fresh start.  He announced the new name Tuesday
morning, June 25, at an industry event.  The name Sonifi is meant
to invoke speed, technology and flexibility, he said.

                           About LodgeNet

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive
media and connectivity services to hospitality and healthcare
businesses and the consumers they serve.  Recently named by
Advertising Age as one of the Leading 100 US Media Companies,
LodgeNet Interactive serves roughly 1.5 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.

As of Sept. 30, 2012, LodgeNet, on a consolidated basis, reported
$292 million in assets and $449 million in liabilities.

LodgeNet Interactive and its affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 13-10238) on Jan. 27,
2013, with a prepackaged Chapter 11 plan of reorganization.  The
plan extends the maturity date and modifies a $332.6 million
term loan and $21.5 million revolver.  Colony Capital, LLC, is
acquiring 100% of the new shares of the reorganized company for
$60 million.

Weil, Gotshal & Manges LLP serves as counsel to the Debtors;
Leonard Street and Deinard is the co-counsel; Miller Buckfire &
Co., LLC and Moorgate Bankers are the investment banker; FTI
Consulting, Inc. is the financial advisor; and Kurtzman Carson
Consultants is the claims and notice agent.

In March 2013, the Bankruptcy Court approved LodgeNet's
prepackaged Chapter 11 plan.  The Plan was declared effective a
few weeks later.


LOS GATOS: Has OK to Continue Cash Collateral Use Until Dec. 31
---------------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California has approved a stipulation between
Los Gatos Hotel Corporation and GCCFC 2006-GG7 Los Gatos Lodging
Limited Partnership allowing the Debtor to use the Secured
Creditor's cash collateral until Dec. 31, 2013.

In 2006, the Debtor refinanced its debt on Hotel Los Gatos through
a loan from Greenwich Capital Financial Products, Inc., which was
evidenced by a promissory note in the amount of $12 million,
payable over a period of five years, and coming due in full in
March 2011.  According to papers filed in court in December, the
Debtor said it was informed, but hasn't confirmed, that the Loan
was subsequently bundled with other loans and sold as part of a
commercial mortgage-backed security to Greenwich Capital
Commercial Funding Corp.  GCCFC 2006-GG7 Los Gatos Lodging Limited
Partnership claims that it currently holds the Loan, which is
serviced by LNR Partners, LLC.  As of the petition Date, the
principal balance of the Loan had been reduced to $11,606,981.
LNR has claimed that penalties and interest in arrears total
approximately $1.5 million.

The Debtor is represented by Abigail V. O'Brient, Esq., Jeffrey A.
Davis, Esq., and Joseph R. Dunn, Esq., at Mintz Levin Cohn Ferris
Glovsky Popeo.

The Secured Creditor is represented by:

         SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
         Alan M. Feld
         Michael M. Lauter
         Adam J. McNeile
         333 South Hope Street, 43rd Floor
         Los Angeles, California 90071-1422
         Tel: (213) 620-1780
         Fax: (213) 620-1398
         E-mail: afeld@sheppardmullin.com
                 mlauter@sheppardmullin.com
                 amcneile@sheppardmullin.com

                       About Los Gatos Hotel

San Jose, California-based Los Gatos Hotel Corporation, dba Hotel
Los Gatos, was formed in 2000 to build and operate Hotel Los
Gatos, a full-service boutique hotel in downtown Los Gatos,
California.

Los Gatos Hotel filed for Chapter 11 bankruptcy protection on
December 27, 2010 (Bankr. N.D. Cal. Case No. 10-63135).  The
Debtor disclosed $17,191,277 in assets and $12,896,468 in
liabilities as of the Chapter 11 filing.  Affiliate Blossom Valley
Investors, Inc., filed a separate Chapter 11 petition on September
10, 2009 (Bankr. N.D. Cal. Case No. 09-57669).

Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky Popeo,
serves as the Debtor's bankruptcy counsel.  The Debtor has tapped
OSAS Inc. as financial advisor and investment banker.


LUKEN COMMUNICATIONS: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Luken Communications, LLC
        P.O. Box 11409
        Chattanooga, TN 37401

Bankruptcy Case No.: 13-13069

Chapter 11 Petition Date: June 23, 2013

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: John C. Cook

Debtor's Counsel: James A. Fields, Esq.
                  FIELDS & MOSS, P.C.
                  Suite 260, 1200 Mountain Creek Rd.
                  Chattanooga, TN 37405
                  Tel: (423) 266-2999
                  Fax: (423) 266-3999
                  E-mail: ecfcreditor@fieldsmosslaw.com

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

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

The petition was signed by Henry G. Luken, III, managing member.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Forrest L. Preston                                $18,000,000
3001 Keith Street NW
Cleveland, TN 37312

Henry G. Luken, III                               $17,718,127
P.O. Box 11549
Chattanooga, TN 37401

Jim Owens Entertainment                           $431,156
1110 16th Avenue
Nashville, TN 37212

Harris Corporation                                $156,456

Peter Rodgers Organization                        $61,197

Golbal Telemedia                                  $50,999

Entertainment Concepts                            $45,000

Friends of the Festival                           $45,000

Adman Electric                                    $43,577

Marex                                             $40,000

Anchors Construction                              $36,478

Decosimo                                          $25,000

R2 Films                                          $24,250

Amerifactors                                      $14,999

8th Street Holdings                               $12,740

BB&T Financial, FSB                               $10,000

Luken Holdings                                    $9,542

Digital Networks                                  $7,337

Retro TV-AP                                       $2,564

Prime Rate                                        $2,027


MANCHA DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Mancha Development Company, Inc.
        2275 Sampson Avenue, Suite 201
        Corona, CA 92879

Bankruptcy Case No.: 13-20873

Chapter 11 Petition Date: June 21, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: David B. Golubchik, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL, LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: dbg@lnbrb.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb13-20873.pdf

The petition was signed by Monica Amboss, corporate secretary.

Related entity that has pending bankruptcy case:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Vince F. Eupierre                     13-14397            05/19/13


MATTRESS FIRM: Moody's Changes Ratings Outlook to Positive
----------------------------------------------------------
Moody's Investors Service changed the ratings outlook of Mattress
Firm Holding Corp.'s to positive from stable. Concurrently,
Moody's affirmed all other ratings, including the B2 Corporate
Family Rating, the B2-PD Probability of Default Rating and the B1
senior secured credit facility ratings.

The change in the ratings outlook to positive from stable reflects
Moody's expectation that Mattress Firm's operating performance
will likely continue to improve in the face of macroeconomic
uncertainty. While still highly leveraged on a lease adjusted
basis, Moody's expects the company will continue to grow its sales
and EBITDA through modest organic growth and acquisitions, thereby
improving its leverage metrics while maintaining a good liquidity
profile. Moody's believes that Mattress Firm is well positioned to
take advantage of the pent up demand among middle income consumers
as well as it is expected to continue to benefit from higher
income consumers' buying patterns due to its wide selection of
product offerings in various price-points (range of $287-$6,999).
We expect that the company's fully adjusted debt leverage will
decline below 5 times and funded debt leverage remains under 1.7
times over the next 12-18 months.

Moody's affirmed the following ratings of Mattress Firm Holding
Corp.:

  Corporate Family Rating at B2;

  Probability of Default Rating at B2-PD;

  Speculative Grade Liquidity Rating, SGL-2.

Moody's affirmed the following rating actions of Mattress Holding
Corp (and adjusted LGD point estimate):

  $100 million Senior Secured Revolving Credit Facility, due
  2015, B1 (LGD3, 36%) from B1 (LGD3, 41%);

  $198.1 million Senior Secured Term Loan B2, due 2016, B1 (LGD3,
  36%) from B1 (LGD3, 41%);

  $27.6 million Senior Secured Term Loan B1, due 2014, B1 (LGD3,
  36%) from B1 (LGD3, 41%).

Ratings Rationale:

The B2 Corporate Family Rating reflects the company's dependence
on discretionary consumer spending, modest scale (revenues of
below $1.5 billion), and limited product diversification as a
specialty retailer. Also, the B2 rating considers Mattress Firm's
key credit metrics including moderately high adjusted debt
leverage and its aggressive expansion strategy which limits the
pace of de-leveraging. At the same time, the rating is supported
by the company's good liquidity (as denoted in the SGL-2), its
competitive position within its markets of operation, and its
strong concentration in higher-end specialty mattresses.

The positive outlook reflects Moody's expectation that the
company's operating performance will continue to improve despite
macroeconomic uncertainty.

The ratings could be upgraded if lease adjusted leverage is
sustained below 4.75 times or EBITA/interest expense is sustained
above 2.25 times while maintaining good liquidity.

While a downgrade is not likely in the near term, the ratings
outlook could revert back to stable if the company's sales growth
trajectory slows and margins decline meaningfully. Ratings could
be downgraded if debt/EBITDA were sustained above 6.5 times,
EBITA/interest expense fell below 1.25 times, or liquidity
materially eroded for any reason.

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

Mattress Firm Holding Corp. is a specialty retailer of
conventional and specialty mattresses, with over 1,100 of its own
stores and over 150 franchise stores. The company's stores are
mostly in the Southern and Midwestern United States primarily
operated under the Mattress Firm banner. The company is publicly
traded but J.W. Childs owns about 50%. Mattress Holding Corp. is
the sole operating entity of Mattress Firm and the borrower under
bank credit facilities. Revenues for the twelve month period ended
April 30, 2013 were about approximately $1.07 billion.


MAXIM CRANE: S&P Revises Outlook on 'B' CCR to Stable
-----------------------------------------------------
Standard & Poor's Rating Services said that it revised its outlook
on the corporate credit rating on Maxim Crane Works L.P. to stable
from negative.  At the same time, S&P also affirmed its ratings on
the company, including the 'B' corporate credit rating.

"The outlook revision reflects Maxim Crane's improved performance
and credit metrics as a result of the improved crane rental
markets," said Standard & Poor's credit analyst Carol Hom.  "We
believe that the credit metrics will continue to gradually improve
and remain appropriate for the rating over the next year,
including total debt to EBITDA of 5x-6x."

The ratings on Maxim Crane reflects the company's "weak" business
risk profile, reflecting its participation in the cyclical, highly
competitive, and fragmented crane rental industry.  The company's
status as the largest and only coast-to-coast provider of cranes
and lifting equipment rentals in North America only partly offsets
these factors, in S&P's view.  Maxim Crane holds the No. 1 or
No. 2 market share positions in most of the geographic regions in
which it operates.  The company has 30 crane rental branches,
serving 44 states.  It also provides value-added services,
including engineering and onsite coordination.  The company
continues to enjoy relatively good customer and geographic
diversity in North America.

The outlook is stable.  "We expect Maxim Crane's credit measures
to continue to gradually improve over the next few quarters and
remain within our expectations for the rating, including total
debt to EBITDA of 5x-6x," said Ms. Hom.

However, S&P could lower the rating if the economy weakens,  if
construction spending weakens, or if debt-financed activities hurt
its liquidity, causing credit measures to meaningfully
deteriorate.  This could occur if total debt to EBITDA increased
to over 6x for an extended period.  Conversely, S&P could raise
the rating if the long-term competitiveness of Maxim Crane's
business remains and if the company's credit measures (including
debt to EBITDA in the 4x-5x range), liquidity, and financial
policies support this trend.


MEDSOLUTIONS HOLDINGS: Moody's Says Revised Structure Credit Pos.
-----------------------------------------------------------------
Moody's Investors Service said that while MedSolutions' revised
capital structure is credit positive, it does not currently impact
the B2 Corporate Family Rating, or stable outlook.

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

Headquartered in Franklin, Tennessee, MedSolutions Holdings, Inc.,
through its subsidiary MedSolutions, Inc. is a leading specialty
benefit management company. MedSolutions provides healthcare
management and administrative services on behalf of clients
consisting primarily of health benefit plan sponsors including
health maintenance organizations, health insurers, state
government agencies, and other managed care organizations.

MedSolutions provides medical cost management services which
involve the design and administration of programs aimed at
reducing the cost, improving the quality, and more consistently
and efficiently utilizing diagnostic imaging services and other
areas of healthcare. The company's revenue is based on capitation,
administrative Per Member Per month (PMPM), or network-fee based
payments.

MedSolutions has approximately 1,000 employees, including 45
physicians, approximately 190 nurses and over 200 in-take agents.
The company is privately owned by TA Associates, MedCare,
Ridgemont Equity Partners, management and employees, and other
investors. For the twelve months ended March 31, 2013, the company
generated total revenues of approximately $854 million.


MEDSOLUTIONS HOLDINGS: S&P Raises Rating on $375MM Facility to B+
-----------------------------------------------------------------
Standard & Poor's Rating Services said it raised its issue-level
ratings on Franklin, Tenn.-based MedSolutions Holdings Inc.'s
$375 million in senior secured credit facilities to 'B+' from 'B'
based on a revision of S&P's recovery ratings to '2' from '3'.
The recovery ratings of '2' indicate S&P's expectation for a
substantial (70%-90%) recovery for lenders in the event of a
payment default.  The senior secured credit facilities include a
$300 million term loan due 2019 and a $75 million revolver due
2018.

"The ratings reflect MedSolutions' "vulnerable" business risk
profile and "aggressive" financial risk profile.  We base the
vulnerable business risk profile assessment on the company's
narrow product scope, several key client concentrations with two
health care payers and one Medicaid contract, and comparable but
not standout EBITDA margins versus similarly rated peers," said
credit analyst James Sung.  "We base the aggressive financial risk
profile largely on the company's aggressive financial policies,
which stem from its largely private equity/venture capital
ownership structure as reflected in its high debt leverage
tolerance.  Pro forma for the transaction, the company's adjusted
debt leverage will be 3.7x."

S&P's stable rating outlook reflects its expectation that
MedSolutions' favorable revenue and earnings growth over the next
12 months will support credit metrics that support the rating.

S&P could consider lowering the ratings if flat to lower revenue
growth coupled with margin contraction increases leverage to 5.5x
or more, resulting in a highly leveraged financial risk profile.
The loss of one or two key clients, although highly unlikely over
the 12 months, would be one potential downside scenario.

Any rating upside over the next 12 months is limited.  S&P could
consider an upgrade beyond 12 months if the company is able to
grow and diversify its business model profitably, and if its
financial policies become sustainable and less aggressive if, for
instance, the company sustains leverage below 3.5x on an adjusted
basis.


MF GLOBAL: CFTC Looking to Bring Charges Against Corzine
--------------------------------------------------------
Tracy Alloway and Neil Munshi, writing for The Financial Times,
reported that the US regulator charged with overseeing MF Global
is planning to file a civil suit against Jon Corzine, the former
chief executive of the collapsed brokerage.

According to the report, the Commodity Futures Trading Commission
is likely to allege that Mr Corzine was "negligent in failing to
supervise" the staff who worked in MF Global's office in Chicago,
said a spokesman for the ex-CEO.

The report related that MF Global collapsed in October 2011,
sending shockwaves across Wall Street and leaving a $1.6bn hole in
customer funds after allegedly dipping into clients' accounts to
make up for part of its own funding shortfall.

Mr Corzine, who is also a former chief executive of Goldman Sachs,
has already appeared before a special congressional committee to
defend his role in the broker's failure, the report recalled.

Successful litigation by the CFTC against an executive at a failed
financial group would be a rare win for the US government agency,
which has struggled to hold senior bankers to account for alleged
misbehaviour in recent years, the report noted.

                          About MF Global

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

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

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

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

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

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

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

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

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

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

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


MILLWASP REALTY: Case Summary & 5 Unsecured Creditors
-----------------------------------------------------
Debtor: Millwasp Realty LLC
        69-27 66th Road
        Middle Village, NY 11379

Bankruptcy Case No.: 13-43811

Chapter 11 Petition Date: June 21, 2013

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Nancy Hershey Lord

Debtor's Counsel: Gregory M. Messer, Esq.
                  LAW OFFICES OF GREGORY MESSER, PLLC
                  26 Court Street, Suite 2400
                  Brooklyn, NY 11242
                  Tel: (718) 858-1474
                  Fax: (718) 797-5360
                  E-mail: gremesser@aol.com

Scheduled Assets: $723,405

Scheduled Liabilities: $4,797,354

A copy of the Company's list of its five unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nyeb13-43811.pdf

The petition was signed by Jill Sorrentino, managing member.


MONTEBELLO, CA: Moody's Affirms 'Ba1' Rating on Sec. Obligations
----------------------------------------------------------------
Moody's has upgraded Montebello's Issuer rating to Baa1 from Baa2.
Moody's has also affirmed Moody's Ba1 rating on the city's lease
secured obligations issued in 2000 of which $13.3 million remains
outstanding.

Ratings Rationale:

The issuer rating upgrade reflects strength and resiliency of the
tax base. Despite the last few years' extreme housing market
volatility, the assessed valuation (AV) of Montebello's property
tax base has proven quite stable and is now on an upward track.
Assessed valuation growth in the past two fiscal years has more
than compensated for the slight declines that occurred in the
prior two years. The improved financial position also contributes
to the upgrade.

The city's improved financial position also supports the
affirmation of the city's lease supported rating. However, the
city's financial position continues to face key challenges in the
near term, including the city's oversized enterprise exposure due
to the city owned golf course and hotel. Both enterprises have
outstanding variable rate debt and their related letters of credit
are due to expire in 2013. The golf course debt is likely to be
refunded with fixed rate lease obligations in the near term, but
the solution for the hotel related debt remains uncertain. While
the expiration of the LOC would not result in acceleration of
principal, the city could face escalating debt service due to
higher interest rates. The city's debt position is otherwise
manageable with a slightly above average lease burden.

The three notch rating distinction between the city's Ba1 lease
rating and its Baa1 issuer rating represents the less secure
pledge for lease payments and reflects the additional risk to
bondholders from the city's financial, operational and economic
condition over the more secure GO pledge. Under California law, a
city's GO pledge is an unlimited ad valorem pledge of the city's
tax base. The city must raise property taxes by whatever amount
necessary to repay the obligation, irrespective of its underlying
financial position. A lease pledge is a contractual obligation, on
parity with a city's other unsecured obligations, backed by the
all of the city's available financial resources. The notching
between the issuer rating and lease rating could widen if the
city's general fund financial position deteriorates and thus
further limits the already narrow lease pledge.

Strengths

- Favorably location in a large, highly diverse, and expanding
   economy, albeit slowly

- Very stable property tax base, despite sharp swings in real
   estate market values

- Near structural balance in the general Fund

Challenges:

- Modest though improving General Fund reserves and continuing
   cost pressures, particularly for pension and health care
   benefits

- Oversized exposure to city owned enterprises

- Very little revenue raising flexibility

- Near term exposure to possible refund of past transfers from
   the former redevelopment agency

- City residents' modest socioeconomic profile

What could move the rating UP?

  - Structural balance in the General Fund.

  - Significantly improved reserve and liquidity position.

  - Significant improvement in the city's socioeconomic profile.

What could move the rating DOWN?

  - Further deterioration of the city's financial position.

  - Inability to balance the General Fund budget.

Significant Amount of Additional Debt

The principal methodology used in the issuer rating was General
Obligation Bonds Issued by US Local Governments published in April
2013. The principal methodology used in the lease rating was The
Fundamentals of Credit Analysis for Lease-Backed Municipal
Obligations published in December 2011.


NAMCO LLC: Pool Retailer Will Sell Under Chapter 11 Plan
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Namco LLC scheduled an Aug. 31 confirmation hearing
for approval of a Chapter 11 plan where plan sponsors will provide
$3 million in working capital in return for the new equity.

According to the report, the bankruptcy court in Delaware approved
explanatory materials this week, allowing creditors to begin
voting on the plan.  The disclosure statement tells unsecured
creditors with $30 million to $35 million in claims how they can
expect to recover 5 percent to 7 percent over three years after
emergence from bankruptcy.  Existing ownership by Garmark Partners
II LLC and J.H. Whitney & Co. will be extinguished.

The report relates that the plan sponsors to become the new equity
holders are an affiliate of Garmark and a company affiliated with
C. Mark Scott.  Senior-secured lenders owed $9.3 million are to be
paid in full, in cash, and thus can't vote on the plan.

Second-lien creditors, also owed $9.3 million, are to receive a $6
million, three-year note bearing interest to be paid with more
notes at 8 percent in the first year, followed by cash interest
payments at 12 percent for the remainder of the term.  They will
also have a $3.3 million deficiency to be treated as an unsecured
claim.  The second-lien recovery is estimated at 65 percent plus
the value of the deficiency claim.

Unsecured creditors are to share $2 million, with $500,000 cash
paid on emergence from Chapter 11.  The remainder will be paid in
equal installments on the first through third anniversaries of
emergence.  In addition, unsecured creditors will receive 5
percent of proceeds over $30 million if the company is sold within
three years of emergence.

                            About Namco

Manchester, Connecticut-based Namco, LLC, is a 37-store retailer
of swimming pools and accessories owned 50-50 by Garmark Partners
II LLC and J.H. Whitney & Co.  It filed a petition for Chapter 11
protection (Bankr. D. Del. Case No. 13-10610) on March 24, 2013,
in Wilmington.  Judge Peter J. Walsh presides over the case.

Anthony M. Saccullo, Esq., at A.M. Saccullo Legal, LLC, and Thomas
H. Kovach, Esq., at Thorp Reed & Armstrong, LLP, serve as the
Debtor's counsel.  Olshan Frome & Wolosky, LLP, is the Debtor'
general bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, is
the Debtor's claims and noticing agent.  Clear Thinking Group,
LLC, serves as the Debtor's restructuring agent.

The Debtor disclosed $32,372,123 in assets and $53,908,778 in
liabilities as of the Chapter 11 filing.  The Petition was signed
by Lee Diercks, chief restructuring officer.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the Official Committee of Unsecured Creditors.

The reorganization of the Debtor is being financed with a
$16 million loan provided by Salus Capital Partners LLC, owed
$9.3 million on a prepetition revolving credit.


NATIONAL FINANCIAL: Moody's Cuts Senior Revolver Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and B3-PD probability of default rating of National
Financial Partners Corp. (NYSE: NFP).

The rating agency has also downgraded NFP's senior secured credit
facilities to B2 from B1, reflecting a change in the financing mix
to help fund the leveraged buyout of NFP being sponsored by
Madison Dearborn Partners.

The proposed buyout, which gives NFP an enterprise value of
approximately $1.4 billion, received stockholder approval on June
19 and is expected to close on July 1. The rating outlook for NFP
is stable.

Ratings Rationale:

Moody's said NFP's ratings reflect its expertise and favorable
market position in insurance brokerage, particularly providing
employee benefit plans to mid-sized businesses. NFP also offers an
array of products and services to high net worth individuals and
independent financial advisors. NFP's business is well diversified
across products, clients and regions spanning the US and Canada.
These strengths are tempered by the expected high financial
leverage and moderate interest coverage following the proposed
buyout. Additionally, Moody's expects that NFP will continue to
pursue a combination of organic revenue growth and acquisitions,
the latter giving rise to integration and contingent risks.

Based on Moody's calculations, NFP's debt-to-EBITDA ratio will be
in the range of 6.5x-7x immediately following the buyout, which is
somewhat aggressive for the rating category. The rating agency
expects that the "One NFP" strategy, by which NFP better
coordinates the activities of its three business segments, will
help the company sustain or strengthen its EBITDA margins and
reduce financial leverage over the next couple of years.

NFP's proposed financing arrangement includes a $135 million
senior secured revolving credit facility (rated B2, expected to be
undrawn at closing), a $753 million senior secured term loan
(rated B2) and $300 million of senior unsecured notes (rated
Caa2). Other funding sources include sponsor-contributed and
management rollover equity plus a modest amount of cash on hand.
Proceeds will be used to purchase all of NFP's outstanding common
stock, repay its existing debt (including settlement of its
existing convertible notes and related hedges and warrants) and
pay related fees and expenses.

Factors that could lead to an upgrade of NFP's ratings include:
(i) debt-to-EBITDA ratio below 5.5x, (ii) (EBITDA - capex)
coverage of interest consistently exceeding 2x, and (iii) free-
cash-flow-to-debt ratio consistently exceeding 5%.

Factors that could lead to a rating downgrade include: (i) debt-
to-EBITDA ratio above 8x, (ii) (EBITDA - capex) coverage of
interest below 1.2x, or (iii) free-cash-flow-to-debt ratio below
2%.

Moody's has affirmed the following ratings:

  Corporate family rating B3;

  Probability of default rating B3-PD.

Moody's has changed the following ratings (and loss given default
(LGD) assessments):

  $135 million senior secured revolving credit facility to B2
  (LGD3, 34%) from B1 (LGD3, 32%);

  $753 million senior secured term loan to B2 (LGD3, 34%) from B1
  (LGD3, 32%);

  $300 million senior unsecured notes to Caa2 (LGD5, 87%) from
  Caa2 (LGD5, 86%).

The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers and Service Companies
published in February 2012. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Based in New York City, NFP is a leading provider of benefits,
insurance and wealth management services to middle market
companies, high net worth individuals and independent financial
advisors. The company generated revenue of $1.1 billion for the 12
months through March 2013.


NATIONAL HOLDINGS: Talks About Gilman Merger at Conference Call
---------------------------------------------------------------
National Holdings Corporation delivered to the Securities and
Exchange Commission a transcript of a conference call of the
Company in connection with the Agreement and Plan of Merger, dated
June 20, 2013, with and Gilman Ciocia, Inc.

Under the terms of the agreement, which was unanimously approved
by the boards of directors of both the companies, Gilman Ciocia
shareholders will receive up to 24 million shares in National
Holdings stock.  Additionally, the consideration includes the
assumption up to $5.4 million in debt, which is expected to be
repaid at the closing of the merger.

The merged company will now have $9 billion in assets and increase
of 57 percent over where National was prior to the merger.

A copy of the transcript is available for free at

                       http://is.gd/ItmDDm

                      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."


NAVISTAR INTERNATIONAL: CFO to Quit by Month's End
--------------------------------------------------
Andrew J. Cederoth, Navistar International Corporation's executive
vice president and chief financial officer, will be leaving the
Company on June 30, 2013, as part of a planned transition to a new
CFO.  Mr. Cederoth has served as the Company's CFO since September
2009.  Mr. Cederoth's separation from the Company is not the
result of any issue, concern or disagreement with the Company's
accounting, financial reporting or internal control over financial
reporting.

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.  As of April 30, 2013, the Company had $8.72 billion in
total assets, $12.36 billion in total liabilities and a $3.64
billion total stockholders' deficit.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 19, 2013, Standard & Poor's Ratings
Services said it lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'B-' from 'B'.  The rating downgrades reflect S&P's negative
reassessment of NAV's business risk profile to "vulnerable" from
"weak".

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NORTEL NETWORKS: Stipulation with Michigan Treasury Dept. Approved
------------------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Nortel Networks' motion for an order approving a stipulation
between the Debtors and the Michigan Department of Treasury.

As previously reported, "Under this stipulation NNI shall
pay$1,086,924.11 in full and final satisfaction of any and all
claims that have been or could have been asserted in the amended
return claim, postpetition assessments and/or NNI employee
assessments. In exchange for the settlement amount, Michigan
Treasury will withdraw with prejudice the amended return claim.
Michigan Treasury will release and forever discharge the Debtors
from any and all liability they now have or hereafter may have
arising from or related to the period prior to the petition date
and/or the postpetition assessments. The Debtors will grant
Michigan Treasury a release from any claims that the Debtors now
have or hereafter may have arising from or related to the period
prior to the petition date. Within ten business days of the
Payment Date, NNI shall dismiss with prejudice the adversary
proceeding."

                      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.


OLD COLONY: Bankruptcy Plan Declared Effective on June 14
---------------------------------------------------------
The confirmed Modified Second Amended Joint Plan of Reorganization
proposed by Old Colony LLC and Molokai Hospitality Funding, LLC,
was declared effective on June 14, 2013.

Pursuant to the Plan, all proofs of claim asserting claims arising
from the rejection of executory contracts or unexpired leases are
treated as Class 3 Unsecured Claims under the Plan.  Proofs of
Claim for these claim types must be filed with the Bankruptcy
Court no later than July 14, 2013.

Hon. Henry J. Boroff confirmed the Debtors' Plan on April 2, 2013.

As reported in the Troubled Company Reporter on July 28, 2011, the
Plan designates four classes of claims and interests against the
Debtor and provides for the treatment of those claims and
Interests -- (1) Class 1 Wells Fargo's Secured Claim, (2) Class 2
Wells Fargo's Unsecured Claim, (3) Class 3 Unsecured Claims, and
(4) Class 4 Interests in the Debtor.  Unsecured Claims will
receive their pro rata share in the Unsecured Claim Distribution
Fund in the amount of $623,000.  Under the Plan, Molokai or its
nominee will make available to fund payments under the Plan or/and
as working capital the sum of $1,000,000.  The Reorganized Debtor
will amend and restate its current Amended and Restated Operating
Agreement dated June 2008 as required by Molokai or its nominee in
its sole discretion. From and after the Effective Date of the
Plan, Molokai or its nominee will be issued and will hold all of
the Membership Interests in the Reorganized Debtor.

The Debtors subsequently modified the Plan to reflect changes to
the treatment of Wells Fargo Bank's claims. As reported by the TCR
on April 4, 2013, the stipulation provides that Wells Fargo's
Secured Claim will be paid in full in the sum of $11.5 million and
Wells Fargo will not receive anything for its unsecured claim.
Upon receipt of the payment, the parties will exchange mutual
releases of all claims and causes of action between them.  A full-
text copy of the Modified Second Amended Plan dated March 25 is
available for free at:

         http://bankrupt.com/misc/OLDCOLONYplan0325.pdf

                       About Old Colony, LLC

Saugus, Massachusetts-based Old Colony, LLC, is a limited
liability company organized under the laws of the State of Wyoming
on or about May 11, 2007.  Roughly 73.14% of the ownership
interests in Old Colony are held by Joseph Cuzzupoli and John
Bullock.  The Debtor owns and operates an 83-room mountainside
hotel located at 3345 West Village Drive, Teton Village,
Wyoming, doing business under the name "Inn at Jackson Hole".
Additionally, the Debtor leases premises to a third party operator
of an on-site 60-seat restaurant and bar doing business as "Masa
Sushi."

As of the Petition Date, the Inn was encumbered by mortgages held
by Wells Fargo and JH Lending Trust.  Wells Fargo asserts that as
of the Petition Date, the amount due to it which was secured by a
mortgage against the Inn was $17,783,019.99.  JH Lending Trust
alleges that the amount of $3,414,999.60 was outstanding as of the
Petition Date and secured by its mortgage against the Inn.

Old Colony filed for Chapter 11 bankruptcy protection (Bankr. D.
Mass. Case No. 10-21100) on Oct. 11, 2010.  Donald F. Farrell,
Jr., Esq., at Anderson Aquino LLP; James M. Liston, Esq., at
Bartlett Hackett Feinberg, Esq.; and Jeffrey D. Ganz, Esq., at
Reimer & Braunstein LLP, assist the Debtor in its restructuring
effort.  In its schedules, the Debtor disclosed $2,571,684 in
assets and $21,363,064 in liabilities.


OMNICOMM SYSTEMS: Director Jon Seltzer Resigns
----------------------------------------------
OmniComm Systems Inc. received a letter of resignation dated
June 14, 2013, from Dr. Jonathan Seltzer.  Dr. Seltzer resigned
from the OmniComm Board of Directors and all committees.  Dr.
Seltzer's resignation was not the result of any known disagreement
with OmniComm or its operations, policies, or practices.

                      About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc., is a healthcare
technology company that provides Web-based electronic data capture
("EDC") solutions and related value-added services to
pharmaceutical and biotech companies, clinical research
organizations, and other clinical trial sponsors principally
located in the United States and Europe.

OmniComm Systems disclosed a net loss of $7.83 million in 2012, as
compared with a net loss of $3.52 million in 2011.

Liggett, Vogt & Webb, P.A., in Boynton Beach, 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 a net loss attributable to
common shareholders of $8,062,487, a negative cash flow from
operations of $173,912, a working capital deficiency of
$13,382,871 and a stockholders' deficit of $28,973,300.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.


ONCURE HOLDINGS: Final DIP Financing Hearing on July 24
-------------------------------------------------------
OnCure Holdings, Inc., at a hearing on July 24 will seek final
approval of a $25 million DIP loan package provided by existing
noteholders.

Objections to approval of the DIP loan, which requires a sale of
the assets in August, are due July 17.

Bankruptcy Judge Kevin Gross on June 18 granted interim approval
of the DIP financing and other first day motions, including
requests to limit trading of shares.

The shares trading restrictions, which are needed to preserve the
Debtors' net operating losses, provide that transactions involving
substantial shareholders or entities becoming substantial
shareholders -- defined as holders of 1,250,089 shares or 4.75
percent of the outstanding shares -- would require approval from
the Debtors.  The rules also require a 50-percent shareholder to
provide notice to the Debtors before filing any federal or state
tax return claiming any deduction for worthlessness of Oncure's
stock.

The Debtors also won approval to pay up to $850,000 for
prepetition claims of critical vendors, subject to vendors
agreeing to continue providing services on customary trade terms.

The DIP facility comprises (i) an initial term loan of $4.7
million, (ii) an additional term loan of $4.7 million, and a (ii)
a term loan of up to $15.3 million to repay the prepetition first
lien facility.  Wells Fargo Bank, National Association, is the DIP
agent.  The loans will bear interest at LIBOR plus 8% (LIBOR floor
of 1.25%).

The DIP loan will mature six months after the Petition Date.  The
Debtors, however, agreed to these milestones:

    (i) a motion seeking entry of an order approving the
        disclosure statement will have been filed with the Court
        on or prior to 14 days after the Petition Date;

   (ii) the bidding procedures order will have been entered by the
        Court on or prior to a date that is 21 days after the
        Petition Date;

  (iii) the auction (if any) will have occurred on or prior to 30
        days after entry of the order approving the bidding
        procedures;
   (iv) an order approving the DIP Facility on a final basis will
        have been entered by the Court on or prior to a date that
        is 35 days after the Petition Date;

    (v) the disclosure statement order will have been entered by
        the Court on or prior to a date that is 85 days after the
        Petition Date;

   (vi) solicitation of votes in connection with the Plan pursuant
        to Sections 1125 and 1126 of the Bankruptcy Code, as
        applicable, will have commenced on or prior to a date that
        is five days after entry of the Disclosure Statement
        Order;

  (vii) an order confirming the Plan will have been entered by the
        Court on or prior to a date that is 125 days after the
        Petition Date; and

(viii) the effective date of the Plan will have occurred and the
        Debtors will have obtained any and all required regulatory
        and/or third-party approvals for the restructuring of the
        Debtors (if any) on or prior to a date that is 140 days
        after the Petition Date.

                       About OnCure Holdings

Headquartered in Englewood, Colorado, OnCure Holdings, Inc. --
http://www.oncure.com/-- provides management services and
facilities to oncology physician groups throughout the country.

OnCure Holdings and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 13-11540 to 13-11562) in
Wilmington on June 14, 2013.  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.  There's at least
$15 million owing on a first-lien term loan facility, as well as
$210 million on prepetition secured notes.

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.  Kurtzman Carson Consultants is the claims and
notice agent.  Match Point Partners LLC provides management
services to OnCure.

The Debtors have signed a deal to sell the business to Radiation
Therapy Services Holdings Inc. for $125 million, absent higher and
better offers. RTS's offer comprises $42.5 million in cash (plus
covering certain expenses and subject to certain working capital
adjustments) and up to $82.5 million in assumed debt.  Secured
noteholders are supporting the RTS deal.

Millstein & Co., Kirkland & Ellis LLP, Alvarez & Marsal and
Deloitte advised Radiation Therapy in connection with the
transaction.

Promptly before the bankruptcy filing, the Debtors entered into a
restructuring support agreement with the members of an ad hoc
committee of its secured notes, constituting 100% of the lenders
under the first lien term loan credit agreement and approximately
73% of the secured notes, pursuant to which they have agreed to
support a stand-alone restructuring of the Debtors, subject to an
auction process for a sale of substantially all of the Debtors'
assets or the equity of the reorganized Debtors pursuant to a
chapter 11 plan.


ORCHARD SUPPLY: July 15 Hearing on Bid to Hire Advisors
-------------------------------------------------------
Orchard Supply Hardware Stores Corporation and its affiliates will
seek approval at a hearing on July 15, 2013 at 1:00 p.m. to hire:

     -- FTI Consulting as financial and strategic communications
        advisor;

     -- Moelis & Company as investment Banker;

     -- DLA Piper as counsel; and

     -- A&G Realty Partners as real estate consultant.

Objections are due July 8.

FTI Consulting will provide (i) financial advisory services,
including store footprint analysis, liquidity forecasting, and
restructuring and other advisory services to the Debtors and
assistance in asset sales, and (ii) strategic communications
advisory services.  FTI will charge the Debtors at its standard
hourly rates:

                                        Hourly Rate
                                        -----------
      Senior managing director          $700 to $895
      Director, Senior Director,
          Managing Director at          $500 to $745
      Consultant, Senior Consultants    $280 to $530
      Administrative, Paraprofessional
                                        $115 to $230

Moelis has been advising the Debtors on strategic and
restructuring initiatives for the past nine months.  For its work
postpetition, the firm will charge the Debtors

    * a monthly cash fee of up to $150,000 per month;

    * $2 million in cash upon closing of a restructuring;

    * a $150,000 fee payable on the Debtors' public announcement
      of a rights offering and a rights offering transaction fee
      of $350,000 payable upon the initial closing of a rights
      offering to the Debtors' common shareholders;

    * a capital transaction fee equal to 3.50% of the aggregate
      gross amount or face value of new capital raised in a
      capital transaction as equity, equity linked interests,
      options, warrants or other rights to acquire equity
      interests, plus 1.5% of the aggregate gross amount of debt
      obligations and other interests raised in the capital
      transaction.

DLA Piper, as counsel, will charge the Debtors for its legal
services on an hourly basis and will seek reimbursement of out-of-
pocket expenses.  The DLA Piper professionals and
paraprofessionals expected to be most active in the Debtors'
Chapter 11 cases are:

                                        Hourly Rate
                                        -----------
Richard A. Chesley, Partner, Chicago         $965
Jamie Knox, Partner, New York                $855
Eric H. Wang, Partner, Palo Alto             $805
Stuart M. Brown, Partner, Wilmington         $765
Chun I. Jang, Associate, Chicago             $655
Daniel M. Simon, Associate, Chicago          $600
James R. Irving, Associate, Chicago          $600
Michelle Marino, Associate, Wilmington       $590
Aaron M. Paushter, Associate, Chicago        $565
Robert Mendez, Associate, New York           $545
Oksana Koltko, Associate, Chicago            $490
Carolyn B. Fox, Paralegal, Wilmington        $240
Charlotte Neuberger, Paralegal, Wilmington   $240

Hired in September 2012, A&G Realty has developed extensive
knowledge of the Debtors' leases, including leases targeted for
modification and/or termination.  For its services postpetition,
A&G Realty will be paid:

    * fees for renegotiation of leases, including (i) 4% of
occupancy costs savings for renegotiating monetary terms of any
lease, (ii) $2,500 per transaction for renegotiating a non-
monetary provision of a lease, (iii) 4% of consideration paid to
the Debtors for any lease renegotiation resulting in the payment
of consideration to the Debtors;

   * fees of 4% of total amounts reduced or waived for any lease
assumed and assigned by the Debtors; and 4% of net savings for any
lease rejected by the Debtors if the landlord agrees to reduce or
waive a claim.

   * A $500 fee for each extension of time to assume or reject a
lease;

   * 4% of the gross proceeds for a sale of a lease; and

   * An hourly fee of $400 for any additional consulting services.

Orchard Supply has already obtained approval to employ BMC Group
Inc. to perform certain claims and noticing functions.

                      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 two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a
restructuring of the company's balance sheet and a sale of its
assets for $205 million in cash to Lowe's Companies, Inc., absent
higher and better offers.  In addition to the $205 million cash,
Lowe's has agreed to assume payables owed to nearly all of
Orchard's supplier partners.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.


ORCHARD SUPPLY: Auction to Select Liquidator on June 27
-------------------------------------------------------
Orchard Supply Hardware Stores Corporation and its affiliates won
approval to conduct an auction to select the liquidator for the
closing of eight underperforming stores and potentially 22
additional stores.

After soliciting offers prepetition, the Debtors selected a joint
venture comprised of Hilco Merchant Resources, LLC and Gordon
Brothers Retail Partners, LLC, to act as the stalking horse
liquidator.

The agency agreement provides that the liquidators will implement
store closing stores for eight stores identified for closing.
There's a put option that allows the Debtors to identify up to 22
additional stores to be included in the closing sales.

The agency agreement provides that the store closing sales will
commence not later than June 28 through Sept. 30.  The joint
venture has agreed to guarantee that the Debtors will recover a
fixed percentage of the cost value of the merchandise.  Payment to
the liquidators for the sale of the merchandise will be based upon
a fixed percentage of the cost value of the merchandise.  The
liquidators will also receive 17.5 percent of the gross proceeds
from the sale of any FF&E.

The deal with Hilco and Gordon is subject to higher and better
offers.

At the behest of the Debtors, the Court set these dates in
connection with the solicitation of other offers:

   -- Deadline for initial bids is on June 25, 2013 at 4:00 p.m.

   -- Offers must provide for a minimum of a 74 percent guaranty
      percentage.

   -- An auction will be conducted on June 27 at 10:00 a.m.

   -- A sale hearing will be conducted on June 28.

The Debtors have agreed to pay the joint venture a $300,000 break-
up fee in the event it is outbid at the auction.

All objections may be raised at the June 28 hearing.  No written
objection is required.

                      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 two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a
restructuring of the company's balance sheet and a sale of its
assets for $205 million in cash to Lowe's Companies, Inc., absent
higher and better offers.  In addition to the $205 million cash,
Lowe's has agreed to assume payables owed to nearly all of
Orchard's supplier partners.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

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: Wins Interim OK for $176-Mil. of DIP Financing
--------------------------------------------------------------
Orchard Supply Hardware Stores Corporation and its affiliates won
interim approval of their request to obtain $176 million of DIP
financing and use the prepetition lenders' cash collateral.

A final hearing is slated for July 15, 2013 at 1:00 p.m.
Objections are due July 8.

Copies of the Interim DIP Orders are available for free at:

http://bankrupt.com/misc/Orchard_ABL_Interim_DIP_Order.pdf
http://bankrupt.com/misc/Orchard_Term_Lenders_Interim_DIP_Order.pdf

The Debtors already have $107 million outstanding under a
prepetition senior secured credit facility with Wells Fargo Bank,
N.A., and $74.3 million owing under a senior secured term loan
facility with Gleacher Products Corp.

As reported in the June 19 edition of the TCR, the DIP facility
consists of:

   * $140 million senior secured superpriority revolving credit
     and a $7.1 million senior secured superprority first in last
     out term loan facility from existing ABL lenders led by Wells
     Fargo Bank, National Association, as sole administrative
     agent and collateral agent and Wells Fargo Bank, National
     Association and Bank of America, N.A., as the initial
     revolving lenders and FILO term lenders.

   * a $17.2 million senior secured superpriority term loan
     facility from the existing ABL lenders led by Wells Fargo as
     agent and Wells Fargo and 1903 Onshore Funding, LLC as the
     initial supplemental term lenders.

   * $12 million delayed drawn term loan credit facility from
     certain prepetition term lenders led by Gleacher Products
     Corp., as lenders.

The $124.3 million of the ABL loans and $6 million of the term
loans million will be available on an interim basis.

The ABL loans will mature on the earlier of one year following the
effective date or 10 days after entry of an order authorizing the
sale of substantially all of the assets of the Debtors.  The term
loan will mature on the earlier of 120 days following the Petition
Date or 10 days after entry of the sale order.

                      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 two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a
restructuring of the company's balance sheet and a sale of its
assets for $205 million in cash to Lowe's Companies, Inc., absent
higher and better offers.  In addition to the $205 million cash,
Lowe's has agreed to assume payables owed to nearly all of
Orchard's supplier partners.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

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: Seeks Approval of Rondone Class Suit Settlement
---------------------------------------------------------------
Orchard Supply Hardware Stores Corporation and its affiliates ask
the Court to approve a settlement agreement signed on December 19,
2012 with Gina Rondone, Nicholas Benitez III and other similarly
situated current and former employees of Orchard.

The class action suit is Gina Rondone, an individual, Nicholas
Benitez III, an individual, on behalf of themselves, and all
persons similarly situated v. Orchard Supply Hardware Stores
Corporation, Case No, 110 CV 164041, pending in the Superior Court
for the State of California for the County of Santa Clara.

The plaintiffs in the suit allege that Orchard failed under
California law to timely pay wages, to pay overtime wages at the
appropriate rate, and to timely furnish accurate itemized wage
statements, to provide meal and rest breaks, and that Orchard is
liable to pay back wages, damages, interest, penalties, attorneys'
fees and costs.  Orchard has continued to deny the plaintiffs'
claims.

Notwithstanding its strong legal position, Orchard and the
Plaintiffs agreed to settle the suit on terms that Orchard
believed were not only economically advantageous, but which would
eliminate the cost and distraction of this litigation for both
Orchard and its employees.  As part of the suit, Orchard agrees to
pay the sum of $800,000, which includes $279,000 in attorneys'
fees.  The claims administrator, Rust Consulting, Inc., will
administer the settlement.  The state court granted approval of
the settlement on June 14.

Although the settlement agreement was approved by the State Court
before the Petition Date, Orchard still needs to take steps to
effectuate the settlement, and seeks entry of an order by the
Bankruptcy Court out of an abundance of caution.

                      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 two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a
restructuring of the company's balance sheet and a sale of its
assets for $205 million in cash to Lowe's Companies, Inc., absent
higher and better offers.  In addition to the $205 million cash,
Lowe's has agreed to assume payables owed to nearly all of
Orchard's supplier partners.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

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: Proposes Bonuses for Completing Sale
----------------------------------------------------
Orchard Supply Hardware Stores filed with the U.S. Bankruptcy
Court a motion to implement a performance-based key employee
incentive plan for both executives and non-executives.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Orchard Supply Hardware Stores Corp. is proposing a
bonus program where the top five executives could take home a
total of $3.13 million.  If the sale of the assets brings in $200
million, the top executives' bonus pool will be $2.16 million.  If
the auction raises the price to $300 million, the bonus pool rises
to a maximum of $3.13 million.  There are similar bonuses if the
company is reorganized rather than sold.

The report relates that the company is proposing a separate bonus
program paying as much as $315,000 to lower-ranking managers.
Bonuses for each would range between $15,000 and $30,000.  Orchard
Supply has 89 stores in California and two in Oregon.  Stores not
finding a buyer will be closed in going-out-of-business sales the
bankruptcy court already approved.

There will be a July 15 hearing for the bankruptcy judge in
Delaware to consider approval of the bonus program.

According to BankruptcyData, the Debtors said that it is
imperative that performance-based incentives be approved to
maintain the full dedication of certain key employees of the
Debtors in connection with the Debtors' efforts.

BankruptcyData reports that Orchard Supply Hardware Stores
proposes that upon consummation of a sale transaction, that
provides for total consideration of at least $200,000,000, the
executive key employee incentive plan (KEIP) participant will be
entitled to receive $2,156,950.  In the event that the total
consideration exceeds $200,000,000, the executive KEIP participant
shall be entitled to a pro-rata payment of $3,125,000.  In the
event total consideration equals $300,000,000 payments under the
executive KEIP for consummation of a sale transaction will be
distributed as follows: Mark Baker - 40.00%, Chris Newman -
22.95%, Steven Mahurin - 2.95% and Michael Fox - 14.10%.

Each non-executive KEIP participant earns bonus amounts ranging
from $15,000 to $30,000, as applicable, upon attainment of the
performance objective for that bonus, provided, however, in the
event that both a sale transaction and a restructuring transaction
occur, the non-executive KEIP participants shall be entitled to
receive payment under the non-executive KEIP for the first
transaction to occur and shall not be entitled to receive payment
for the second transaction to occur.  The aggregate amount payable
under to the non-executive KEIP participants is $315,000. In
addition to the payments described above, the Company shall
establish a pool of $200,000 solely for the purposes of providing
incentive compensation to the Company's remaining non-officer
employees during the Company's restructuring efforts.

                       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 two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a
restructuring of the company's balance sheet and a sale of its
assets for $205 million in cash to Lowe's Companies, Inc., absent
higher and better offers.  In addition to the $205 million cash,
Lowe's has agreed to assume payables owed to nearly all of
Orchard's supplier partners.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

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: NASDAQ Delists Class A Common Stock After Ch. 11
----------------------------------------------------------------
Orchard Supply Hardware Stores on June 26 disclosed that the
NASDAQ Stock Market LLC has removed Orchard's Class A Common Stock
from listing and registration on the NASDAQ stock market.

Orchard's Class A Common Stock will continue to trade on OTC
Markets under the symbol OSHWQ.  The delisting from NASDAQ and
transition to OTC Markets comes as a result of the Company's
voluntary filing for protection under Chapter 11 of the United
States Bankruptcy Code on June 17, 2013.

As previously announced on June 19, 2013, Orchard expects that the
Company's equity holders will experience a complete loss of their
investment as a result of Orchard's Chapter 11 bankruptcy
proceedings.  Trading in shares of Orchard's equity securities
during the pendency of its Chapter 11 bankruptcy proceedings poses
substantial risks and the Company urges extreme caution to trading
its Class A Common Stock and Series A Preferred Stock on OTC
Markets.

                       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 two affilitates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a
restructuring of the company's balance sheet and a sale of its
assets for $205 million in cash to Lowe's Companies, Inc., absent
higher and better offers.  In addition to the $205 million cash,
Lowe's has agreed to assume payables owed to nearly all of
Orchard's supplier partners.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.  Moelis & Company LLC serves
as the Debtors' investment banker.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  A&G Realty Partners, LLC,
serves as the Debtors' real estate advisors.  BMC Group Inc. is
the Debtors' claims and noticing agent.


ORECK CORP: Get Court's Final Nod on $9.5 Million DIP Financing
---------------------------------------------------------------
Judge Keith M. Lundin entered a final order authorizing Oreck
Corporation, et al., to obtain postpetition financing of up to
$9,500,000 from Black Diamond Commercial Finance, L.L.C., acting
as administrative agent, for itself and certain lender parties.

The Loan Proceeds will fund the Debtors' working capital and will
be used in accordance with an approved budget, a copy of which is
available at http://bankrupt.com/misc/ORECK_13WkCFthruAug2013.pdf

All DIP Loan obligations will constitute allowed claims against
the Debtors with priority over any and all administrative
expenses, diminution claims, and all other claims against the
Debtors.

The Debtors are also authorized to use all Cash Collateral of
their Prepetition Lenders to pay down, on a rolling basis the
Prepetition First Lien Credit Agreement Obligations.  The Debtors'
prepetition secured lenders are (i) GSC Recovery III,
L.P., as successor-in-interest to Wells Fargo Bank, National
Association, as prepetition first lien lender; and (ii) Gleacher
Products Corp, as administrative agent and certain institutions,
as prepetition second lien lenders.

The Prepetition Lenders are entitled to adequate protection of
their interest in the Prepetition Collateral in an amount equal to
the aggregate diminution in value of the Prepetition Collateral.

As reported by The Troubled Company Reporter on June 6, 2013, the
Debtors intend to finance themselves pending a potential sale
of their assets as a going concern and thereby avert a liquidation
and wind-down.  The DIP loan will bear a 5.5 percent interest per
annum and will mature on the closing of the sale.

                         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., and Alexandra E. Dugan, Esq., at
Bradley Arant Boult Cummings LLP, serve 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: Court OKs Sawaya as Debtors' Financial Advisor
----------------------------------------------------------
Judge Keith Lundin granted Oreck Corporation, et al.'s application
to hire Sawaya Segalas & Co., LLC as financial advisor.

As reported on the June 6, 2013 edition of the Troubled Company
Reporter, Sawaya is expected to (1) prepare a presentation or
offering memorandum describing the Debtors, including their
operations and historical performance; (2) if requested, prepare
customized materials and analyses for meeting with certain buyers;
and (3) identify selected qualified acquirers and contact approved
acquirers.  The Debtors have agreed to the firm a $50,000
engagement fee, and a $500,000 success fee.

                         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., and Alexandra E. Dugan, Esq., at
Bradley Arant Boult Cummings LLP, serve 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.


PACIFIC THOMAS: Files Reorg Plan, Plan Outline Hearing on July 18
-----------------------------------------------------------------
Pacific Thomas Corporation filed a Plan of Reorganization and an
accompanying Disclosure Statement to the U.S. Bankruptcy Court for
the Northern District of California on June 12, 2013.

The Plan is a reorganizing plan accomplished through the
continuation of the Debtor's primary business, the ownership,
management, leasing and/or sale/refinance of commercial real
estate.

The Debtor seeks to accomplish payments under the Plan by
restructuring notes secured by real property of the estate held by
Summit Bank, Bank of the West, Jacol LLC, and Private Mortgage
Fund LLC; by restructuring notes secured by personal property and
real property of the estate; by restructuring liens levied by the
real estate taxing authorities; and by a full payoff off all
secured and general unsecured creditors within sixty months.   The
secured creditors as well as the general unsecured creditors of
the estate will be paid the present value of their claim at a
market interest rate over a 60-month period through net income
generated from the Pacific Thomas Properties and/or through a
refinance or sale of the Pacific Thomas Properties.

The Effective Date of the proposed Plan is projected to be
September 16, 2013.

Randal Whitney is expected to provide oversight and assistance in
the operation of the Debtor's business and day-to-day management
operations.

A full-text copy of the Disclosure Statement dated June 12, 2013
is available at:

      http://bankrupt.com/misc/PACIFICTHOMAS_DSJune12.PDF

                 Disclosure Statement Hearing

The Bankruptcy Court will convene a hearing on July 18, 2013, to
consider the adequacy of the Disclosure Statement.  Written
objections to the plan outline must be served no later than
July 11.

Anne-Leith Matlock, Esq., of Matlock Law Group, P.C., in Walnut
Creek, CA, represents the Debtor.

                  About Pacific Thomas Corp.

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general
counsel.  The petition was signed by Jill V. Worsley, COO,
secretary.  Kyle Everett was named Chapter 11 Trustee of the
Debtor.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.


PARKWAY PROPERTIES: Lenox Says Plan Outline Lacks Adequate Info
---------------------------------------------------------------
Secured creditor Lenox Mortgage XIX LLC opposes approval of
Parkway Properties, LLC's Amended Disclosure Statement and Plan of
Reorganization.

In court papers dated June 20, 2013, Lenox said the Debtor's Plan
is fatally flawed for these reasons: (a) the only two impaired
Classes have voted to reject the Plan; (b) the Plan violates the
absolute priority rule; (c) the Plan is economically infeasible;
and (d) the Plan was not filed in good faith.

Moreover, Lenox maintained that the Disclosure Statement should
not be approved because it provides inadequate information as to
potential litigation assets of the Debtor and fails to provide any
economic or financial analysis supporting the Debtor's liquidation
analysis.

Matthew W. Grill, Esq., of Maynard, Cooper & Gale, P.C., in
Birmingham, Alabama, represents Lenox Mortgage.

As reported in the June 12, 2013 edition of the Troubled Company
Reporter, Judge Dwight H. Williams, Jr., of the U.S. Bankruptcy
Court for the Middle District of Alabama conditionally approved
the Parkway's Disclosure Statement and scheduled July 8, 2013, at
10:30 a.m., as the hearing on the final approval of the Disclosure
Statement and on confirmation of the Plan.

Under the Plan, the Debtor proposes to pay $36,603 to creditors
every month following the effective date of the Plan until all
debts are satisfied.  Total monthly projected funds available to
pay debt as of May 22, 2013, totals $62,336.  A full-text copy of
the Debtor's Amended Disclosure Statement, dated May 22, 2013, is
available for free at http://bankrupt.com/misc/PARKWAYds0522.pdf

                     About Parkway Properties

Parkway Properties, LLC, filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 13-30461) on Feb. 22, 2013.  The petition was signed
by Joe B. Crosby as manager.  Judge Dwight H. Williams, Jr.,
presides over the case.  The Debtor's scheduled assets were
$11,255,845 and scheduled liabilities were $9,222,364.  The Debtor
is represented by Lorren B. Jackson, Esq., at Wilson & Jackson,
LLC, in Montgomery, Alabama.

Parkway Properties, LLC, proposed a plan of reorganization that
will pay $36,603 to creditors on a monthly basis until all debts
are paid in full.

The Bankruptcy Administrator recommended that no unsecured
creditors' committee be appointed in the case.


PARKWAY PROPERTIES: Lenox Mortgage Wants Relief From Stay
---------------------------------------------------------
Secured creditor and party-in-interest Lenox Mortgage XIX LLC asks
the U.S. Bankruptcy Court for the Middle District of Alabama for
relief from the automatic stay; or, in the alternative, dismissal
of Parkway Properties, LLC's bankruptcy case; and turnover of cash
collateral.

On April 23, 2013, the Court entered an order denying Lenox's
request that the case be dismissed but granting Lenox's request
that Debtor be prohibited from using Lenox's cash collateral.  The
Debtor has filed a motion to reconsider the final cash collateral
order but the Court denied its motion to reconsider.

According to Lenox, the Plan of Reorganization filed on May 22,
2013, in the Debtor's case violates the absolute priority rule, is
not feasible and is unconfirmable pursuant to Section 1129(a)(11)
of the Bankruptcy Code.

                     About Parkway Properties

Parkway Properties, LLC, filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 13-30461) on Feb. 22, 2013.  The petition was signed
by Joe B. Crosby as manager.  Judge Dwight H. Williams, Jr.,
presides over the case.  The Debtor's scheduled assets were
$11,255,845 and scheduled liabilities were $9,222,364.  The Debtor
is represented by Lorren B. Jackson, Esq., at Wilson & Jackson,
LLC, in Montgomery, Alabama.

Judge Dwight H. Williams, Jr., conditionally approved the
disclosure statement for plan of reorganization and scheduled July
8, 2013, at 10:30 a.m., as the hearing on the final approval of
the disclosure statement and on confirmation of the plan.

Parkway Properties, LLC, proposed a plan of reorganization that
will pay $36,603 to creditors on a monthly basis until all debts
are paid in full.

The Bankruptcy Administrator recommended that no unsecured
creditors' committee be appointed in the case.

Matthew W. Grill, Esq., represents creditor Lenox Mortgage
XIX LLC.


PETROQUEST ENERGY: S&P Lowers Sr. Unsecured Debt Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Lafayette, La.-based exploration and
production company PetroQuest Energy Inc.  The outlook is stable.

At the same time, S&P lowered its senior unsecured debt ratings to
'B' from 'B+', and revised its recovery rating on the senior
unsecured debt to '4' from '2'.

"The affirmation of the corporate credit rating follows PetroQuest
Energy's announcement that it intends to acquire shallow water
Gulf of Mexico producing assets from Hall-Houston Exploration in a
$193 million cash transaction, expected to close on about July 3,
2013," said Standard & Poor's credit analyst Paul Harvey.

At the same time, the company announced certain amendments to its
credit facility, contingent on the close of the transaction, that
include an increase of the committed amounts to $150 million
($200 million borrowing base), the ability to enter into unsecured
bridge loans of up to $185 million, and the ability to issue up to
$200 million of senior unsecured notes.

"We lowered the senior unsecured debt rating to 'B' (same as the
corporate credit rating) from 'B+', and revised the recovery
rating to '4' from '2', indicating our expectation of average (30%
to 50%) recovery in the event of a payment default, which reflects
our assessment that recovery prospects will diminish following the
acquisition and related financings.  The increase in both senior
unsecured debt and potential priority debt obligations on the
credit facility, more than offset our assessment of the value of
the assets being acquired," S&P added.

The acquisition will modestly improve PetroQuest's "vulnerable"
business risk profile.  Nevertheless, PetroQuest's business risk
will continue to constrain the ratings due to PetroQuest's still
limited scale of operations and exposure to weak natural gas
prices.  S&P assess PetroQuest's financial risk profile as
"aggressive".  S&P expects financial measures to remain adequate
for the rating category.  Pro forma for the Hall-Houston
acquisition, S&P assess liquidity to be "adequate".  During the
next two years, sources of cash should total at least 120% of
expected uses.

The stable outlook on the corporate credit rating reflects S&P's
expectation that financial measures will improve such that debt
leverage is less than 3x in 2014 and that liquidity remains
adequate.

S&P could lower ratings if PetroQuest's debt leverage exceeds 5x
or if total liquidity falls to less than $50 million with no near-
term remedy.  This could occur if natural gas prices fall to less
than $2 per million Btu and crude oil prices fall to less than $70
per barrel for a prolonged period.

S&P do not expect to raise the rating during the next 12 months
given the company's limited scale of operations.  However, S&P
could consider an upgrade if PetroQuest expands its proved
reserves to about 600 bcfe while maintaining debt leverage less
than 4x.


PHARMACEUTICAL RESEARCH: Kohlberg Bid Triggers Moody's Review
-------------------------------------------------------------
Moody's Investors Service placed the B2 Corporate Family and B2-PD
Probability of Default Ratings of Pharmaceutical Research
Associates, Inc. under review for possible downgrade. The review
was prompted by the announcement that the company is being
acquired by Kohlberg Kravis Roberts & Co. LP in a leveraged buyout
transaction. PRA has been owned by Genstar Capital LLC since 2007.
Moody's anticipates that all of the existing senior secured debt
will be repaid and the credit facilities will be terminated upon
the closing of the acquisition by KKR.

Ratings placed under review for possible downgrade:

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

Ratings expected to be withdrawn at the close of the transaction:

First lien senior secured revolving credit facility, expiring
2017, rated B1 (LGD 3, 33%)

First lien senior secured term loan, due 2017, rated B1 (LGD 3,
33%)

Second lien senior secured term loan, due 2019, rated Caa1 (LGD 5,
85%)

Ratings Rationale:

The rating review will focus primarily on the financial leverage
and capital structure that will result from the sale to KKR, as
well as ongoing operating trends at PRA.

The B2 Corporate Family Rating (currently under review) reflects
PRA's considerable financial leverage, and its mid-tier scale
versus several much larger competitors. The ratings also reflect
Moody's view that the highly competitive industry will continue to
face pricing pressure and margin compression. The ratings are
supported by PRA's strong track record of execution of its growth
strategy over the past several years and Moody's expectation of
continued revenue and earnings growth, and positive free cash
generation.

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

Pharmaceutical Research Associates, Inc. is a contract research
organization that assists pharmaceutical and biotechnology
companies in developing drug compounds, biologics, and drug
delivery devices and gaining necessary regulatory approvals. The
company is majority owned by Genstar Capital. PRA generated net
service revenues of approximately $616 million for the twelve
months ended March 30, 2013.


PM CROSS: Chapter 22 Petition Filed in Bad Faith, Court Says
------------------------------------------------------------
Bankruptcy Judge Bruce A. Harwood finds that the Chapter 11 case
of PM Cross LLC (Bankr. D. N.H. Case No. 13-11075) has been filed
in bad faith and will be dismissed accordingly.

The bankruptcy court entered its ruling on the Motion to Dismiss
filed by creditor TD Bank, N.A.

The bankruptcy court adds that insufficient grounds exist in these
circumstances to grant retroactive relief from the automatic stay,
and given the procedural posture of the case, the Bank's actions
do not merit a finding of contempt.

A copy of Judge Harwood's June 21, 2013 Memorandum Opinion is
available at http://is.gd/1hEg5ifrom Leagle.com.

Peter N. Tamposi, Esq., of The Tamposi Law Group, in Nashua, NH,
serves as attorney for the Debtor.

Edmond J. Ford, Esq., of Ford & Associates, P.A., in Portsmouth,
NH, serves as attorney for TD Bank.

                         About PM Cross

PM Cross LLC exists solely to own and lease a real property
located in Hookset, New Hampshire.  The property comprises of a
single 25,000 sq ft commercial building and surrounding land.  To
finance its operations, the Debtor obtained financing from TD Bank
in the principal amount of $1 million in exchange for a first
mortgage on the Property.

Unable to pay its loan obligations, the Debtor found itself in the
midst of a foreclosure proceeding initiated by TD Bank.  On Jan.
22, 2012, the day before the scheduled foreclosure sale, the
Debtor filed a voluntary Chapter 11 petition.  It confirmed a
Chapter 11 plan on Aug. 28, 2012, but problems arose soon after.
Plan payments were not successfully executed.

By March 2013, the Bank sent another notice of foreclosure since
it still was not able to receive a single payment under the Plan.
The foreclosure sale was scheduled for April 24, 2013.  Shortly
before the auction sale, on April 22, 2013, the Debtor signed and
dated, but did not file, its completed, second bankruptcy
petition.


POINT CENTER: Wants Plan Filing Period Extended to Oct. 17
----------------------------------------------------------
Point Center Financial, Inc., asks the Hon. Theodor C. Albert of
the U.S. Bankruptcy Court for the Central District of California
to extend the time in which it has the exclusive right to file a
disclosure statement and plan of reorganization until Oct. 17,
2013, and the time in which Debtor has to confirm a Plan until
Dec. 16, 2013.

Robert P. Goe, Esq., at Goe & Forsythe, LLP, the attorney for the
Debtor, says that the Debtor needs additional time to formulate a
Plan.  The Debtor, Mr. Goe states, has both been extremely
cooperative and open with all parties, but at the same time, being
engaged in a multi-month State Court trial with Lloyd Charton, et
al.  The Court granted Charton stay relief to proceed with State
Court litigation, which trial has already run a month.  According
to Mr. Goe, the Debtor's lean management team has been required to
focus much attention to the State Court case, which could have
been better spent on Debtor's business reorganization.

Mr. Goe adds that the Court also granted the Brewer Parties relief
from stay to proceed against the third party entities, which will
also require Debtor's attention.

"Debtor is attempting to formulate a Plan acceptable to all
creditors, nearly all of which want to see the Debtor survive and
only a very small percentage are hostile," Mr. Goe says.

                        About Point Center

Point Center Financial, Inc., a hard money lender, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-11495) in Santa
Ana, California, on Feb. 19, 2013.  The Debtor disclosed
$109,257,545 in assets and $54,566,116 in liabilities as of the
Chapter 11 filing.

The Company claims to have a long track record of success in
originating and servicing loans from hundreds of investors.
Unfortunately, due to the historic collapse of the economy
beginning in about 2007, the Debtor, no different than many other
similar enterprises in real estate, has fallen on hard times.

From a high of about 130 performing loans with a total combined
face value of over $450 million in 2006, only 8 loans are now
performing.  There were a total of only four foreclosed properties
("REOs") as of 2006.  In comparison, between 2007 and 2012, there
were 60 foreclosure sales.

The result left the Debtor saddled with large secured liabilities
to PMB, which has a blanket lien on all of the Debtor's assets in
excess of $9 million, secured by the Debtor's primary asset of
loan servicing and management fees received from secured loans and
properties that have been taken back through foreclosure.

The MA Creditors are represented by Mary L. Fickel, Esq., at
Fickel & Davis.

The Official Committee of Unsecured Creditors is represented by
Marshack Hays LLP.


POINT CENTER: Committee Can Hire Marshack Hays as Gen. Counsel
--------------------------------------------------------------
The Hon. Theodor C. Albert of the U.S. Bankruptcy Court for the
Central District of California has granted the Official Committee
of Unsecured Creditors in the Chapter 11 cases of Point Center
Financial, Inc., permission to retain Marshack Hays LLP as its
general counsel.

As reported by the Troubled Company Reporter on May 16, 2013, the
Committee attested that the Firm neither holds nor represents any
interest materially adverse to the interest of the estate or of
any class of creditors or equity security holders.

                        About Point Center

Point Center Financial, Inc., a hard money lender, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-11495) in Santa
Ana, California, on Feb. 19, 2013.  The Debtor disclosed
$109,257,545 in assets and $54,566,116 in liabilities as of the
Chapter 11 filing.

The Company claims to have a long track record of success in
originating and servicing loans from hundreds of investors.
Unfortunately, due to the historic collapse of the economy
beginning in about 2007, the Debtor, no different than many other
similar enterprises in real estate, has fallen on hard times.

From a high of about 130 performing loans with a total combined
face value of over $450 million in 2006, only 8 loans are now
performing.  There were a total of only four foreclosed properties
("REOs") as of 2006.  In comparison, between 2007 and 2012, there
were 60 foreclosure sales.

The result left the Debtor saddled with large secured liabilities
to PMB, which has a blanket lien on all of the Debtor's assets in
excess of $9 million, secured by the Debtor's primary asset of
loan servicing and management fees received from secured loans and
properties that have been taken back through foreclosure.

The MA Creditors are represented by Mary L. Fickel, Esq., at
Fickel & Davis.


POLITICAL CONCEPTS: Restaurant Chain Operator Files Chapter 11
--------------------------------------------------------------
Jon Watson, writing for The Atlanta Journal-Constitution, reports
that the companies behind five Atlanta restaurant chains filed for
Chapter 11 bankruptcy protection on June 13.  The four companies
are Political Concepts, LLC, (DBA Joe's on Juniper), Peach State
Restaurants, LLC (DBA Einstein's), Vinings Dining (DBA Garrison's
Broiler & Tap), and Mystical Pizza, LLC (DBA Metrotainment Bakery
and Sugar Shack.)

In January 2013, Judge A. Gregory Poole of the Superior Court in
Cobb County, Ga., directed the companies to repay over $2.1
million to Miller Capital Ventures for defaulted loan payments,
accrued interest, late charges, and attorney's fees. The principal
amount at issue in the suit was a $1.45 million loan, $73,279.38
in late fees, accrued pre-judgment interest of $487,955.56, and
$132,000 in attorney's fees.

The AJC report says the companies are led by Jeffery Landau, as
managing member and CEO.  Mr. Landau is also the founder of Hudson
Grille and Cowtippers, but neither of those restaurants are part
of the chapter 11 filing.

The Superior Court action is styled, Miller Capital Ventures LLC,
plaintiff, vs. Perimeter Steaks Inc.; Jeffrey Landau a/k/a Jeffrey
R. Landau; Amy Landau a/k/a Amy B. Landau; Metrotainment Cafes
Inc.; Peach State Restaurants, LLC f/k/a Peach Steaks Inc.;
Mystical Pizza LLC f/k/a Mystical Pizza Inc.; Midtown Restaurants
Inc.; Political Concepts LLC f/k/a Political Concepts Inc; Vinings
Dining, LLC f/k/a Vinings Dining Inc.; and North Fulton
Restaurants Inc., defendants, Civil Action File No. 10-1-8988-5
(Ga. Super. Ct.).

The Plaintiff is represented by Neil A. Moskowitz, Esq., at
Moskowitz & Martin LLP.  The Defendants are repreented by Simon H.
Bloom, Esq., Stephen M. Parham, Esq., and Sherri G. Buda, Esq., at
Bloom Sugarman Everett LLP.


QBEX ELECTRONICS: Court Extends Plan Filing Deadline Until July 29
------------------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida has extended, at the behest of QBEX
Electronics Corporation, Inc., et al., the Debtors' deadline to
file a plan of reorganization and disclosure statement until
July 29, 2013.  The Debtors' solicitation period is extended to
Sept. 12, 2013.

In a court filing dated May 23, 2013, Robert A. Schatzman, Esq.,
at Grayrobinson, P.A., the attorney for the Debtors, said that the
requested extension will afford the Debtors additional time to
obtain exit financing and allow all parties a meaningful
opportunity to pursue a consensual plan of reorganization.
According to Mr. Schatzman, ample cause exists for the Court to
extend the Debtors' exclusive periods.  "The Debtors' post-
petition obligations have been paid, the Debtors' monthly
operating reports have been timely filed, and all fees owing to
the U.S. Trustee have been paid.  Moreover, the Debtors' cases
remain complex, and the Debtors require additional time to secure
the funding necessary to propose a plan of reorganization," Mr.
Schatzman stated.

On June 10, 2013, the Official Committee of Unsecured Creditors
filed an objection to the extension, saying that is starting to
lose confidence in the Debtors' ability to propose a plan which
maximizes the distribution to unsecured creditors.  Glenn D.
Moses, Esq., at Genovese Joblove & Battista, P.A., stated, "This
case is now seven months old.  There have been virtually no
discussions with the Committee about a plan of reorganization.  At
the onset of this case, the Debtors indicated that their ability
emerge from Chapter 11 is dependent on obtaining exit financing.
Since the Committee was formed a half a year ago, it has been
patiently waiting for this financing to materialize.  During that
time, both the Committee's counsel (GJB) and financial advisors
(Marcum, LLP) have recommended to the Debtors several bankers with
experience in lending in the Latin America space."

The Committee's counsel can be reached at:

      Glenn D. Moses, Esq.
      GENOVESE JOBLOVE & BATTISTA, P.A.
      100 Southeast Second Street, Suite 4400
      Miami, Florida 33131
      Tel: (305) 349-2300
      Fax: (305) 349-2310
      E-mail: gmoses@gjb-law.com
              gjbecf@gjb-law.com

                     About QBEX ELECTRONICS

QBEX Electronics Corporation, Inc., based in Miami, Florida, and
its affiliates, Qbex Colombia, S.A., and Comercializadora De
Productos Tecnologicos CPT Colombia SAS, are manufacturers,
assemblers and distributors of personal computers, notebooks,
tablets and compatible accessories, marketed throughout Latin
America under the QBEX brand.

QBEX Electronics filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Case No. 12-37551) on Nov. 15, 2012.  Judge Robert A. Mark
oversees the case.  Robert A. Schatzman, Esq., and Steven J.
Solomon, Esq., at GrayRobinson, P.A., serve as the Debtor's
counsel.

QBEX scheduled assets of $11,027,058 and liabilities of
$8,246,385.  The petitions were signed by Jorge E. Alfonso,
president.

Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr.
S.D. Fla. Case No. 12-37558) on Nov. 15, listing $433,627 in
assets and $5,792,217 in liabilities.


QUICKSILVER RESOURCES: S&P Lowers Corp. Credit Rating to 'CCC+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Fort Worth, Texas-based Quicksilver Resources
Inc. to 'CCC+' from 'B-'.  The outlook is stable.

At the same time, S&P lowered the issue-level ratings on
Quicksilver's senior secured second-lien debt to 'CCC' from 'CCC+'
(recovery rating: '5'), unsecured debt to 'CCC-' from 'CCC'
(recovery rating: '6'), and subordinated debt to 'CCC-' from 'CCC'
(recovery rating: '6').

"We lowered our corporate credit rating on Quicksilver Resources
because we do not believe the company will be able to remedy its
unsustainable leverage," said Standard & Poor's credit analyst
Carin Dehne-Kiley.

S&P estimates the company's debt-to-EBITDA ratio will reach 7x to
8x by year-end 2013 and weaken further in 2014.  S&P had
previously expected the company to announce a joint-venture
agreement for its Canadian Horn River Basin natural gas project in
the first half of 2013, but S&P now believes a joint venture is
unlikely to materialize before next year, at the earliest.  In
S&P's view, a joint venture would allow deleveraging through the
combination of an upfront cash payment used to repay debt, and the
likely growth in EBITDA from more rapid development of the natural
gas assets.

In addition, Quicksilver has a number of other potential assets it
could monetize, including undeveloped acreage in the Sandwash and
Permian basins, however S&P don't believe proceeds from any
potential deal (other than a Horn River Basin joint venture) would
be sufficient to materially reduce leverage.  As a result, S&P do
not believe Quicksilver will be able to remedy its unsustainable
leverage.  At the same time, due to the company's drastic cuts in
planned capital spending and strong hedge position, S&P estimates
liquidity will remain adequate for the next 18 to 24 months.

S&P's ratings on Quicksilver incorporates its assessment of the
company's "vulnerable" business risk and "highly leveraged"
financial risk.  S&P views Quicksilver's liquidity as "adequate".

"The stable outlook reflects our assessment that liquidity will
remain adequate for the next 18 to 24 months due to Quicksilver's
drastic cuts in capital spending and strong hedging position
although leverage is unsustainably high.  We could lower the
rating if we believed liquidity would deteriorate, which would
most likely occur if capital spending greatly exceeded our
estimates, or the company's borrowing base were reduced.  We could
raise the rating if we believed Quicksilver's debt to EBITDA would
stabilize at 6x or lower, with adequate liquidity, which would
most likely occur if the company is able to successfully monetize
assets and ramp up production from one of its emerging plays," S&P
noted.


R-ANELL HOUSING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: R-Anell Housing Group, LLC
        P.O. Box 1143
        Cherryville, NC 28033

Bankruptcy Case No.: 13-50765

Chapter 11 Petition Date: June 21, 2013

Court: U.S. Bankruptcy Court
       Middle District of North Carolina (Winston-Salem)

Debtor's Counsel: William B. Sullivan, Esq.
                  WOMBLE CARLYLE SANDRIDGE & RICE, LLP
                  One W. Fourth Street
                  Winston-Salem, NC 27101
                  Tel: (336) 721-3600
                  E-mail: bankruptcy@wcsr.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ncmb13-50765.pdf

The petition was signed by Dennis L. Jones, president of RHG
Management Corporation, manager.


RADNOR HOLDINGS: Court Grants Skadden Arps' $4.2MM Final Fees
-------------------------------------------------------------
Bankruptcy Judge Walsh denied the objection of Michael T. Kennedy
to the final fee application of Skadden, Arps, Slate, Meagher &
Flom LLP as counsel of Radnor Holdings Corp, et al.  The Debtors
are thus authorized and directed to pay 100% of Skadden Arps'
final fee request for $3,934,254.50 and 100% of the requested
expenses for $305,540.25 minus amounts previously paid.

A copy of Judge Walsh's June 20, 2013 Order is available at
http://is.gd/2xXxvZfrom Leagle.com.

Bruce W. McCullough, Esq. -- bmccullough@bodellbove.com -- of
Bodell Bove, LLC, in Wilmington, DE; and Gary C. Bender, Esq., of
Forbes Bender Paolino & Disanti P.C., Media, PA, serve as
attorneys for Michael T. Kennedy.

Mark S. Chehi, Esq., and Jason M. Liberi, Esq., of Skadden, Arps,
Slate, Meagher & Flom LLP, in Wilmington, DE, serve as attorneys
for Radnor Holdings, et al.

                    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.


RENEWABLE ENERGY SD: Files for Chapter 7 Bankruptcy
---------------------------------------------------
Steve Alexander, writing for Star Tribune, reported that Renewable
Energy SD, an Excelsior seller of wind energy equipment that was
sued for fraud by the Minnesota attorney general's office, has
filed for Chapter 7 bankruptcy.

According to the report, in its Friday filing for liquidation in
U.S. Bankruptcy Court, Renewable Energy listed $15.9 million in
debts and $6.2 million in assets.

The attorney general's lawsuit, filed in Hennepin County District
Court in January, alleges that the company and its sole owner,
Shawn Dooling, 46, of Shorewood, sold farmers in Minnesota and
elsewhere faulty wind turbines using federal stimulus money aimed
at helping the country during the recession, the report related.

The company either failed to deliver many of the turbines or, in
some cases, erected turbines that failed to perform properly or at
all, the suit says, the report further related. About 15 civil
lawsuits have been filed against Renewable Energy SD by its
customers or suppliers.

Renewable Energy SD was forced to stop selling wind generators in
Minnesota after the attorney general's office obtained an
injunction against the sales, said spokesman Ben Wogs?land of the
attorney general's office, the report cited. The suit is pending
until a judge determines whether the company should pay
restitution or fines, and whether the company will have any funds
with which to pay them, Wogsland said.


RESIDENTIAL CAPITAL: Court Approves Ally Plan Support Agreement
---------------------------------------------------------------
The plan support agreement (PSA) entered into by Ally Financial
Inc., Residential Capital, LLC and ResCap's major creditors was
approved on June 26 by the Honorable Judge Martin Glenn in the
U.S. Bankruptcy Court.  The Chapter 11 plan (Plan) will provide
broad releases for Ally from mortgage-related issues.

Ally is highly encouraged by this pivotal court approval, which
enables all parties involved to move forward to the final stages
of ResCap's Chapter 11 cases and resolve the associated mortgage-
related issues.  Significantly, this agreement represents a
consensual, global settlement that was reached through the court's
mediation process overseen by the court's appointed mediator, the
Honorable James Peck, and included 18 groups of ResCap's most
significant creditors, as well as the fiduciaries for the ResCap
Chapter 11 estates and ResCap's unsecured creditors.  Among
others, these parties include the official unsecured creditors'
committee, residential mortgage-backed securities trustees and
investors, monoline insurers and substantial senior unsecured
noteholders.

Consistent with the terms of the PSA, on June 13, 2013, ResCap
paid Ally approximately $1.13 billion to satisfy Ally's
substantial claims against ResCap on account of its secured credit
facilities provided to ResCap.  As previously stated and subject
to court approval of the Plan, Ally has agreed to contribute $1.95
billion in cash to the ResCap estate, as well as the first $150
million from insurance proceeds Ally is pursuing related to
insurable losses, in exchange for broad releases under the plan
from potential mortgage-related claims against Ally related to
ResCap's businesses.  Ally will make the payment to ResCap on the
effective date of the Plan, which is expected to occur in the
fourth quarter of this year.

                       Supporting Parties

BankruptcyData reported that multiple parties -- including
Residential Capital's (ResCap) official committee of unsecured
creditors, Ally Financial, the RMBS trustees, AIG Asset
Management, Allstate Insurance Company, Massachusetts Mutual Life
Insurance Company and Prudential Insurance Company of America --
filed separate statements in support of Residential Capital's
motion to enter into and perform under a plan support agreement
with Ally Financial, the official creditors' committee and certain
consenting claimants.

The committee's statement explains, "The global settlement is the
culmination of efforts that began from the first day of the
Committee's formation: to lead an investigation into the Estates'
potential claims against Ally and reach a negotiated or litigated
resolution of those claims. The centerpiece of the settlement is
Ally's agreement to contribute $2.1 billion (nearly triple the
amount agreed to at the outset of these cases) to settle both
estate and third party claims against Ally and its officers and
directors. Ally agreed to this contribution only after an
extensive Committee investigation and months of hard-fought, arms'
length negotiations with the Committee and the Consenting
Claimants under the direction of the Court appointed Mediator, the
Honorable James M. Peck. The increased contribution makes possible
a settlement that provides enhanced creditor recoveries across the
board while resolving, under a single comprehensive framework, the
claims of RMBS trustees and investors, monoline insurers,
securities claimants, lenders, bondholders, and borrowers, some of
which have been pending against the Debtors and Ally for years in
state and federal courts throughout the country. The settlement
also insures that all remaining obligations to the Department of
Justice and other agencies regulating ResCap and Ally will be
satisfied, while providing Ally the opportunity to obtain closure
with respect to its mortgage exposure -- thus paving the way for
Ally to make full repayment of billions of dollars of TARP funding
it received from the U.S. Treasury."

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RG STEEL: To Sell Real Property to Moose One for $837,700
---------------------------------------------------------
RG Steel Wheeling LLC said it is planning to sell some of its
assets to Moose One LLC for $837,700.  The assets to be sold
consist of RG Steel's right, title and interest in and to a real
property located in Grand Junction, Mesa County, Colorado.
Objections to the proposed sale must be filed on or before July 5.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture
LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No.
12-11661) on May 31, 2012.  Bankruptcy was precipitated by
liquidity shortfall and a dispute with Mountain State Carbon, LLC,
and a Severstal affiliate, that restricted the shipment of coke
used in the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of
the Wheeling Corrugating division to Nucor Corp. brought in
$7 million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RG STEEL: Seeks Court Approval to Employ APS as Agent
-----------------------------------------------------
RG Steel Sparrows Point LLC asks for approval from the U.S.
Bankruptcy Court for the District of Delaware to hire APS
International.

RG Steel tapped the firm to serve as its agent in connection with
a lawsuit it lodged against Imperial Trading Corp.  APS' primary
task as agent is to serve a complaint and summons on the
defendant.

Judge Kevin Carey will hold a hearing on July 30 to consider
approval of the request.  Objections are due by July 22.

The lawsuit is RG Steel Sparrows Point, LLC v. Imperial Trading
Corp., 13-51097, U.S. Bankruptcy Court, District of Delaware.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture
LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No.
12-11661) on May 31, 2012.  Bankruptcy was precipitated by
liquidity shortfall and a dispute with Mountain State Carbon, LLC,
and a Severstal affiliate, that restricted the shipment of coke
used in the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of
the Wheeling Corrugating division to Nucor Corp. brought in
$7 million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RG STEEL: Signs Deal to Resolve Dispute Over Sparrows Point Sale
----------------------------------------------------------------
RG Steel signed an agreement to resolve its dispute with Baltimore
County over the sale of its Sparrows Point assets in Maryland.

Under the deal, Baltimore County will receive $102,858 as payment
for the unpaid portion of its tax claim against the steel maker.
The agreement is available for free at http://is.gd/aX7ldf

RG Steel previously paid $3,345,469 from the proceeds of the sale
to Baltimore County, which held a lien on the Sparrows Point
properties for real estate and personal property taxes.  Baltimore
County asserts a total of $3,448,327.

RG Steel sold its assets related to its former facility in
Baltimore County in accordance with the bankruptcy court's order
on August 15, 2012.  The court order required the steel maker to
set aside and reserve from the proceeds of the sale an amount
sufficient to pay any acknowledged permitted liens and claims on
the Sparrows Point property.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture
LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No.
12-11661) on May 31, 2012.  Bankruptcy was precipitated by
liquidity shortfall and a dispute with Mountain State Carbon, LLC,
and a Severstal affiliate, that restricted the shipment of coke
used in the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of
the Wheeling Corrugating division to Nucor Corp. brought in
$7 million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RITE AID: Stockholders Elect Seven Directors
--------------------------------------------
Rite Aid Corporation held its 2013 annual meeting of stockholders
on June 20, at which the Company's stockholders:

   (a) elected Joseph B. Anderson, Jr., Bruce G. Bodaken, Francois
       J. Coutu, David R. Jessick, Michael N. Regan, John T.
       Standley and Marcy Syms to the Board of Directors;

   (b) ratified the appointment of Deloitte & Touche LLP as the
       Company's independent registered public accounting firm;

   (c) approved, on an advisory basis, the compensation of the
       Company's named executive officers;

   (d) did not approve a stockholder proposal relating to a policy
       on gross-up payments; and

   (e) did not approve a stockholder proposal relating to
       relationships between Board nominees and senior management
       and Board member compensation.

On June 20, 2013, Kenneth Martindale, Rite Aid Corporation's
senior executive vice president and chief operating officer, was
promoted to the position of President and Chief Operating Officer.
Mr. Martindale's annual base salary was increased to $900,000 in
connection with the promotion.  The other previously disclosed
terms of Mr. Martindale's employment remain the same.  In
connection with Mr. Martindale assuming the role of President of
the Company, John T. Standley, the Company's Chairman, President
and Chief Executive Officer, relinquished his role as President of
the Company.  Mr. Standley continues to serve as the Company's
Chairman and Chief Executive Officer.

In addition, effective as of June 20, 2013, Brian R. Fiala, the
Executive Vice President, Human Resources, of the Company, has
resigned his employment with the Company.

                                LTIP

One of the elements of the Company's Long Term Incentive Plan for
the past several years has been performance awards.  Performance
awards provide executives, including the Company's named executive
officers, with units which are denominated in a target cash value
and payable in cash if the designated Company performance goals
are achieved over the prescribed performance period.  With respect
to the Company's named executive officers as well as any other
officer holding the office of Executive Vice President or higher,
for the three year performance period including fiscal year 2014
through fiscal year 2016, the performance award portion of the
LTIP is based on cumulative performance against targeted levels of
Adjusted EBITDA and average leverage ratio modified by the
Company's total stockholder return.  Actual performance against
the target will determine the initial award subject to
modification by relative total stockholder return versus the
Russell 2000 Index over the three year period.  If total
stockholder return is in the top third for the performance period,
the calculated awards will be adjusted upward by 25 percent; if in
the middle third, no modification will be made to the calculated
awards; and if in the bottom third, the calculated awards will be
adjusted downward by 25 percent.

                        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.


ROTHSTEIN ROSENFELDT: Trustee Cannot Halt Versace Mansion Lawsuit
-----------------------------------------------------------------
Nathan Hale of BankruptcyLaw360 reported that the trustee
overseeing the Chapter 11 liquidation of Ponzi schemer Scott
Rothstein's law firm fell short in his efforts to halt a state
court case over Gianni Versace's former South Beach mansion, which
Rothstein had invested in and is currently on the market for $75
million.

According to the report, U.S. Bankruptcy Judge Raymond B. Ray said
"it is inappropriate to grant the relief sought at this time," in
a one-paragraph order denying trustee Herbert Stettin's motion to
bar tenant 1116 Ocean Drive LLC and a mortgage holder.

                   About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.


SAINT MARY'S: Moody's Affirms 'Ba2' Long-Term Bond Rating
---------------------------------------------------------
Moody's Investors Service has affirmed Saint Mary's Hospital's Ba2
long-term bond rating. The outlook remains stable. This action
affects approximately $23.2 million of Series E bonds outstanding
issued by the Connecticut Health & Educational Facility Authority.
Moody's analysis reflects the financial performance of Saint
Mary's Health System, Inc. SMH represents approximately 99% of
SMHS total assets and 99% of SMHS operating revenues.

Rating Rationale

The affirmation of the Ba2 rating and stable outlook reflect
SMHS's improved operating results in fiscal year (FY) 2012 and
through seven-months FY 2013 and continued good debt coverage
ratios for a Ba rated credit. Moody's notes that SMHS continues to
operate in a challenged service area with local competition and
that the system has significant comprehensive debt exposure via
operating leases and a frozen underfunded defined benefit pension
plan.

Strengths

- Improved and good operating results for a Ba rated credit in
   FY 2012 (6.1% adjusted operating cash flow margin) and through
   seven-months FY 2013 (8.9% adjusted operating cash flow
   margin).

- Good Moody's adjusted debt coverage ratios for a Ba rated
   credit with 175% cash-to-direct debt, 10% debt-to-operating
   revenue, 1.3 times debt-to-cash flow, and 6.5 times maximum
   annual debt service (MADS) coverage based on FY 2012 results.

- Conservative balance sheet management with all debt in fixed
   rate mode and approximately 99% of unrestricted cash and
   investments in cash and fixed income securities.

- Management notes that physician competition in the area is
   limited.

Challenges

- While SMHS's operating margins improved in FY 2012 and interim
   FY 2013, the system has a track record of variable operating
   results, with particularly modest performance as recently as
   FY 2011 (2.8% adjusted operating cash flow margin) (management
   notes that margins in FY 2011 were down largely due to an
   unfavorable one-time malpractice expense item).

- SMHS's operating margins will be challenged in the coming
   years due to recent Medicaid funding cuts in Connecticut, as
   well as other headwinds facing the not-for-profit healthcare
   sector including Medicare reimbursement pressure.

- Relatively weak demographics in Waterbury, CT and a
   challenging payer mix with Medicaid representing a high nearly
   26% of gross revenues in FY 2012 (all ratings median is 13%).

- Multiple years of below average investment in SMHS's physical
   plant. SMHS's capital spending level averaged 0.8 times
   between FY 2007 and FY 2012.

- SMHS has significant debt equivalents with operating leases
   and an underfunded frozen defined benefit church pension plan.
   SMHS's defined benefit pension plan was a very low 43% funded
   compared to a pension benefit obligation of $138 million at
   fiscal year-end (FYE) 2012.

- Uncertainty regarding consolidation in the market creates a
   difficult healthcare planning environment.

Outlook

The stable outlook reflect SMHS's improved operating results in FY
2012 and interim FY 2013, improved balance sheet strength in
recent months, and continued good debt coverage ratios for a Ba
rated credit, which should help to buffer SMHS against recent
Medicaid cuts and continued Medicare reimbursement pressure.

What Could Make The Rating Go Up

Sustained growth in profitable inpatient and outpatient volumes;
consistently elevated cash flow generation and improved operating
margins; maintenance of good debt coverage ratios and improved
comprehensive debt coverage; continued improvement in balance
sheet ratios

What Could Make The Rating Go Down

Reversion to weaker operating margins; stressed debt coverage
ratios; material market share loss; weaker balance sheet ratios;
unexpected material increase in debt without commensurate increase
in cash and cash flow generation

Principal Methodology

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


SCOOTER STORE: Auction Scheduled for Aug. 6
-------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Scooter Store Inc. will sell the business at auction
on Aug. 6.  In sale procedures approved June 24 by the U.S.
Bankruptcy Court in Delaware, bids are due initially on July 29.

According to the report, the sale-approval hearing will take place
Aug. 8.  No buyer is yet under contract, although the company
previously said 60 possible bidders signed confidentiality
agreements.  The company has the right to designate a so-called
stalking horse who can receive a breakup fee if outbid at auction.

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.


SCHUPBACH INVESTMENTS: Life Policy Assignment to Rose Hill Valid
----------------------------------------------------------------
Bankruptcy Judge Dale L. Somers denied the objection of Schupbach
Investments LLC to the assumption and assignment of a life
insurance policy to Rose Hill State Bank in a June 20, 2013
Judgment available at http://is.gd/nO5u9Kfrom Leagle.com.

The Debtor's sole basis for its objection is the creditor's
alleged lack of insurable interest.

Rose Hill filed an amended claim in Schupbach's bankruptcy case
for approximately $2.7 million, secured primarily by real estate
and by other property, including the assignment of a life
insurance policy in the amount of $500,000.

The Bankruptcy Court held that the Debtor's confirmed liquidating
Chapter 11 Plan provides that the life insurance policy owned by
the Debtor and pledged to Rose Hill shall be assumed by the
Debtor, be assigned to Rose Hill, and become property of Rose Hill
free and clear of all rights of the Debtor.

Schupbach Investments, LLC, is owned by Jonathan Isaac Schupbach
and Amy Marie Schupbach.  Mark J. Lazzo, P.A., serves as counsel
to Schupbach Investments, LLC.  The Schupbachs appeared by counsel
David P. Eron, Esq., at Eron Law Offices, P.A.


SKRO FAMILY: Extension of DIP Loan Maturity Date Sought
-------------------------------------------------------
C. Randel Lewis, in his capacity as the Chapter 11 trustee of the
Jannie Richardson bankruptcy estate, and The SRKO Family Limited
Partnership ask the U.S. Bankruptcy Court for the District of
Colorado to enter an order approving an extension of loan
agreement between JSGE, LLC, a Colorado limited liability company,
and the estate of Jannie Richardson (the lenders) and SRKO, as the
borrower.

The parties agreed to an extension of the loan agreement to
July 15, 2013.  The extension terminates the obligation of JSGE to
make further advances and extended the maturity date to July 15.
No other changes were made to the loan agreement.

The parties gave notice of the extension agreement in both cases
on Feb. 15, and received no comments or objections.

                   About The SRKO Family LP

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  SRKO Family is the owner of
the financially troubled Colorado Crossing project.  The Company
was run by Colorado Springs developer Jannie Richardson.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 10-13186) on Feb. 19, 2010.  The Debtor disclosed
$34,421,448 in assets and $80,619,854 in liabilities as of the
Petition Date.  Lee M. Kutner at Kutner Miller Brinen, P.C.
represents the Debtor.

On March 11, 2011, the Bankruptcy Court entered an order approving
a stipulation pursuant to which the Chapter 11 trustee in the
affiliated Richardson Chapter 11 case (Case No. 10-16450) was
named as the manager of the Debtor's general partner.  Craig A.
Christensen, Esq., at Lindquist & Vennum LLP, represents C. Randel
Lewis, the Chapter 11 trustee of the Jannie Richardson bankruptcy
estate.


STANADYNE HOLDINGS: Moody's Cuts CFR to 'Caa2'; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service downgraded Stanadyne Holdings Inc.'s
Corporate Family Rating to Caa2 from Caa1 to reflect Moody's view
that a debt restructuring is likely in the near-term and lowered
the short-term liquidity rating to SGL-4 from SGL-3 to reflect
upcoming debt maturities starting in early 2014. The rating
outlook is negative.

"While the company has evidenced an improving trend in recent
quarters, a setback in the first quarter combined with continued
expectations for soft market conditions leads us to believe that
leverage will remain quite high heading into 2014 and the most
likely scenario for addressing upcoming debt maturities will
involve at least some level of impairment to the rated discount
notes," said Ben Nelson, Moody's lead analyst for Stanadyne
Holdings Inc.

Issuer: Stanadyne Holdings, Inc.

  Corporate Family Rating, Downgraded to Caa2 from Caa1

  Probability of Default Rating, Downgraded to Caa3-PD from
  Caa1-PD

  Senior Discount Notes due February 2015, Downgraded to Ca
  (LGD5 72%) from Caa3

  Outlook, Negative

Issuer: Stanadyne Corporation

  Senior Subordinated Notes due August 2014, Downgraded to Caa2
  (LGD3 38%) from Caa1

  Outlook, Negative

Ratings Rationale:

The Caa2 Corporate Family Rating is constrained primarily by high
financial leverage and upcoming debt maturities starting in early
2014. Adjusted leverage remains quite high at over 7 times
(Debt/EBITDA) through the operating company and over 10 times
through the holding company. The company has been consuming cash
since 2009 and a substantial interest burden limits near-term
prospects for positive free cash flow without at least
restructuring the discount notes at the holding company level.

The rating also reflects small scale, limited product diversity,
customer concentration, and exposure to cyclical end markets.
Products that should benefit from the long-term trend towards
higher vehicle fuel efficiency, counter-cyclical aftermarket
business, and recent investments made to support new business with
a key automotive customer support the ratings.

The short-term liquidity rating of SGL-4 reflects Moody's view
that Stanadyne will not be able to satisfy upcoming debt
maturities with internally-generated cash flow. The company must
address the upcoming maturities of its mostly undrawn $60.8
million first lien senior secured revolving credit facility due
April 2014; $25 million senior secured term loan due June 2014;
$160 million senior subordinated notes due August 2014; and $100
million senior discount notes due 2015.

The negative outlook reflects concerns that additional
deterioration in the company's operating performance could
translate into more significant impairment to debt obligations in
a restructuring scenario. Moody's could downgrade the rating with
expectations for increased financial leverage or diminished
support from the company's equity sponsor. Moody's could upgrade
the rating if the company addresses upcoming debt maturities and
improves its liquidity position.

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


STATER BROS: S&P Revises Outlook to Negative & Affirms 'B+' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on the San Bernardino, Calif.-based Stater Bros. Holdings
Inc. to negative from stable and affirmed all ratings on the
company including the 'B+' corporate credit rating.

The outlook revision follows the company's recent operating
results that were weaker than anticipated, and S&P expects that
trend could continue in the future.  Moreover, the company's
credit ratios have weakened very close to levels in which S&P
would consider a lower rating.

"The ratings on Stater Bros. Holdings Inc. reflect Standard &
Poor's Ratings Services' view of the company's business risk
profile as "fair".  S&P based this assessment on the company's
participation in the very competitive food retail industry, in
which there has been an increasing number of nontraditional
entrants -- namely dollar stores and discounters -- and is
therefore more susceptible to price competition and cost
inflation, which could lead to margin and profit deterioration,"
said credit analyst Charles Pinson-Rose.  "This is somewhat offset
by the company's strong market presence and long successful
operating history in the inland Southern California market.  We
also view the company's financial risk as "highly leveraged",
which we based on forecast credit ratios."

The rating outlook is negative, which incorporates the possibility
that the company's gross margins could be weaker than S&P expects
such that it would consider a downgrade.  If the company's
operating lease adjusted leverage was 5.6x or higher and it
believed that the company would take no actions to improve credit
protection measures, S&P could consider a lower rating.  For this
to occur, EBITDA would need to be approximately $145 million,
about 3%-4% lower than S&P forecasts for 2013.  EBITDA could reach
this level as a result of an additional 10 bps of margin
contraction.

S&P could consider a stable outlook if the company's profitability
trends improved, and S&P believed the company could maintain
EBITDA near or better than current levels.  This would enable the
company to have operating lease adjusted leverage of 5.4x or
lower.  S&P may also consider a stable outlook even if profits
decline and the company took measures to improve its credit
metrics.  If, for example, the company's EBITDA fell to about
$145 million but it reduced debt by about $100 million, leverage
would be about 5x.  S&P might consider a stable outlook if it
believed that the company could maintain EBITDA near that lower
level.


SPRINT NEXTEL: Gets Overwhelming Stockholders OK of SoftBank Deal
-----------------------------------------------------------------
Sprint Nextel Corporation shareholders overwhelmingly approved the
Company's proposed merger with SoftBank Corp, with approximately
98 percent of the votes cast at the Company's special shareholders
meeting voting in favor of the merger agreement, representing
approximately 80 percent of Sprint's outstanding common stock as
of April 18, 2013, the record date for the special meeting.

"Today is a historic day for our company, and I want to thank our
shareholders for approving this transformative merger agreement,"
said Sprint CEO Dan Hesse.  "The transaction with SoftBank should
enhance Sprint's long-term value and competitive position by
creating a company with greater financial flexibility."

Consummation of the Sprint-SoftBank transaction remains subject to
the receipt of the Federal Communications Commission approval.
Sprint and SoftBank anticipate the merger will be consummated in
early July 2013.

As previously announced, Sprint stockholders will have the option
to elect to receive cash in the amount of $7.65 or one of New
Sprint common stock for each share of Sprint common stock owned by
them (subject to the previously disclosed proration provisions in
the merger agreement).  The total cash consideration available to
Sprint stockholders is $16.64 billion.  Pro forma for the
transaction, the current Sprint stockholders' resulting equity
ownership in a stronger, more competitive New Sprint will be 22
percent while SoftBank will own approximately 78 percent.  Sprint
and SoftBank have previously mailed to Sprint shareholders forms
of election and related instructions and established 5:00 p.m.,
New York time, on July 5, 2013, as the election deadline, subject
to extension.

                  Voting Agreement with Farallon

Sprint has entered into a voting agreement with  Farallon Capital
Partners, L.P., and its affiliates pursuant to which the Farallon
Stockholders have agreed to vote their shares in favor of, among
other things, approving and adopting the merger agreement between
Sprint and Clearwire Corporation at any of Clearwire's annual,
special or other meeting of the stockholders.  The Farallon
Stckholders beneficially own an aggregate 11,157,010 shares or
approximately 1.6 percent of the Class A Common Stock of
Clearwire.

As of June 21, 2013, Sprint beneficially owned 739,010,818 Class A
shares of Clearwire representing 52.5 percent of the shares
outstanding.  Sprint has entered into an agreement, as amended, to
acquire the approximately 50 percent of Clearwire it does not
currently own for $5.00 per share, valuing Clearwire at
approximately $14 billion.

A complete copy of the regulatory filing is available at:

                         http://is.gd/1H4SyA

                        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.


STACY'S INC.: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Stacy's Inc.
        P.O. Box 709
        York, SC 29745

Bankruptcy Case No.: 13-03600

Chapter 11 Petition Date: June 21, 2013

Court: U.S. Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: David R. Duncan

Debtor's Counsel: Barbara George Barton, Esq.
                  BARTON LAW FIRM, P.A.
                  1715 Pickens Street (29201)
                  P.O. Box 12046
                  Columbia, SC 29211-2046
                  Tel: (803) 256-6582
                  E-mail: bbarton@bartonlawsc.com

Debtor's
Accountant:       FAULKNER AND THOMPSON, P.A.

Debtor's
Financial
Advisor:          OUZTS, OUZTS AND VARN, P.C.

Debtor's
Investment
Banker:           SSG ADVISORS, LLC

Scheduled Assets: $26,423,478

Scheduled Liabilities: $31,368,880

The petition was signed by Timothy Brindley, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Express Seed Company, Inc.         --                   $1,359,213
P.O. Box 74352
Cleveland, OH 44194-4352

Container Centralen, Inc.          --                   $1,110,249
855 E. Plant Street, Suite 1400
Winter Garden, FL 34787

Sun Gro Horticulture Inc.          --                     $815,227
36212 Treasury Center
Chicago, IL 60694-6200

Bank of the West                   --                     $547,735
Attn: Barry Sturdivant
32605 Temecula Parkway, Suite 200
Temecula, CA 92592

Ednie Flower Bulb, Inc.            --                     $450,201
37 Fredon-Marksboro Road
Fredon, NJ 07860-5014

East Jordan Plastics, Inc.         --                     $436,225
P.O. Box 575
6400 M-32 Highway
East Jordan, MI 49727

Summit Plastic Company             --                     $380,094
P.O. Box 931966
Cleveland, OH 44193

Plants Unlimited                   --                     $377,536
5995 Market Street
Kalamazoo, MI 49048

Ball Seed Company, Inc.            --                     $375,735
622 Town Road
West Chicago, IL 60185-2698

The John Henry Company             --                     $314,359
75 Remittance Drive, Suite 3111
Multi Packaging Solutions
Chicago, IL 60675-3111

Southern Agricultural Insectic     --                     $289,353
P.O. Box 429
Hendersonville, NC 28793

Integra Color                      --                     $231,337

Young Hollow                       --                     $177,450

Poppelmann Plastics USA Inc.       --                     $169,384

Michell's                          --                     $127,534

TVI Imports, LLC                   --                     $122,345

Qingdao Sun Voyage International   --                     $107,438
Trade C

Agrinomix Machine Tools For Growers--                      $93,958

Agronomix Machine Tools For Growers--                      $93,958

Highlands Consolidated Growers     --                      $89,354


STANLEY SWAIN'S: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Stanley Swain's, Inc.
        537 North Glendale Avenue
        Glendale, CA 91206

Bankruptcy Case No.: 13-26241

Chapter 11 Petition Date: June 21, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Julia W. Brand

Debtor's Counsel: David A. Tilem, Esq.
                  LAW OFFICES OF DAVID A. TILEM
                  206 N. Jackson Street, Suite 201
                  Glendale, CA 91206
                  Tel: (818) 507-6000
                  Fax: (818) 507-6800
                  E-mail: davidtilem@tilemlaw.com

Scheduled Assets: $745,224

Scheduled Liabilities: $1,160,300

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/cacb13-26241.pdf

The petition was signed by Karl J. Wiest, president.


SUNRISE REAL ESTATE: Mi Jun Replaces Wang Yan as CFO
----------------------------------------------------
Mr. Wang Wen Yan resigned as Chief Financial Officer of Sunrise
Real Estate Group, Inc., effective June 24, 2013.  His resignation
was not due to any disagreement with the Company or its management
regarding any matter relating to the Company's operations,
policies or practices.  At the same day, Mr. Mi Yong Jun is
appointed as CFO of Sunrise.

Mr. Mi, 39 years old, was the Chief Financial Officer of Wanbang
from 2010 until his appointment as our CFO. From 2009 to 2010, he
worked for the Company as the financial controller. Prior to 2009,
he worked for Macquarie Banking Limited, as a senior finance
manager. Mr. Mi graduated from East China Normal University in
2012 with an MBA degree.

                     About Sunrise Real Estate

Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. was initially incorporated in Texas on
Oct. 10, 1996, under the name of Parallax Entertainment, Inc.
On Dec. 12, 2003, Parallax changed its name to Sunrise Real
Estate Development Group, Inc.  On April 25, 2006, Sunrise Estate
Development Group, Inc., filed Articles of Amendment with the
Texas Secretary of State, changing the name of Sunrise Real Estate
Development Group, Inc. to Sunrise Real Estate Group, Inc.,
effective from May 23, 2006.

The Company and its subsidiaries are engaged in the property
brokerage services, real estate marketing services, property
leasing services and property management services in China.

Sunrise Real Estate incurred a net loss of US$3.47 million on
US$8.52 million of net revenues for the year ended Dec. 31, 2012,
as compared with a net loss of US$1.15 million on US$8.97 million
of net revenues for the year ended Dec. 31, 2011.  As of March 31,
2013, the Company had $50.79 million in total assets, $46.81
million in total liabilities and $3.98 million in total
shareholders' equity.

Finesse CPA, P.C., in Chicago, Illinois, 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 working capital deficiency, accumulated deficit
from recurring net losses for the current and prior years, and
significant short-term debt obligations currently in default or
maturing in less than one year.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


TEMECULA MINING: Court Dismisses Chapter 11 Case
------------------------------------------------
The Hon. Meredith A. Jury of the U.S. Bankruptcy Court for the
Central District of California has dismissed, at the behest of
Peter C. Anderson, U.S. Trustee for Region 16, the Chapter 11 case
of Temecula Mining Group and Water Rights, LLC.

As reported by the Troubled Company Reporter on May 31, 2013, the
U.S. Trustee wanted to have the Debtor's bankruptcy case
dismissed, saying that the Debtor failed to comply with its
responsibilities as a debtor-in-possession.  The Debtor didn't
submit its seven day package to the U.S. Trustee, which would
contain, among other things, proof of insurance, proof of closing
prepetition accounts, new Debtor-in-Possession account
information, and a statement of major issues and timetable report.
Further, the Debtor failed to appear at the initial debtor
interview.

                    About Temecula Mining Group

Temecula Mining Group and Water Rights, LLC, filed a Chapter 11
bankruptcy petition (Bankr. C.D. Cal. Case No. 13-16153) on
April 4, 2013.  Mark Smith signed the petition as manager.  The
Debtor estimated assets and debts of at least $10 million.  Socal
Law Group PC serves as the Debtor's counsel.  Judge Meredith A.
Jury presides over the case.


TEN SAINTS: July 31 Hearing to Confirm Amended Plan
---------------------------------------------------
Ten Saints LLC will convene a hearing on July 31, 2013, at
11 a.m. to consider confirmation of the Amended Chapter 11 Plan
filed by the Debtor Ten Saints LLC.

As reported in the Dec. 5, 2012 edition of the TCR, the Plan
provides that all of the Debtor's assets will vest in the
Reorganized Debtor, which will continue to exist as a separate
entity in accordance with applicable law.  On the Effective Date
(i) the Amended and Restated Note will be executed by Reorganized
Debtor and delivered to secured lender; and (ii) the loan
documents will remain in full force and effect, save and expect
that without any further action by Reorganized Debtor or secured
lender, all of the loan documents will be deemed to have been
amended.

The Plan provides for this treatment of claims:

     (a) Secured Lender Claim I ($14,488,705) -- On the Effective
         Date, all pre-Effective Date defaults under the loan
         documents will be deemed to have been cured and on the
         Effective Date, Debtor or Reorganized Debtor will be
         current and in good standing under the loan documents.
         Additionally, on the Effective Date, the loan documents
         will remain in full force and effect.

     (b) Priority Unsecured Claims ($0) -- will be paid in full,
         in cash, on the latest of: (i) the Effective Date, or
         soon thereafter as is practical; (ii) the date as may be
         fixed by the Bankruptcy Court, or as soon thereafter as
         is practicable; (iii) the 14th business day after the
         claim is allowed, or as soon thereafter as is
         practicable; or (iv) the date as the holder of the claim
         and Reorganized Debtor has agreed or will agree.

     (c) General Unsecured Claims ($212,000) -- each creditor with
         an Allowed General Unsecured Claim will be paid in full
         with interest at the Unsecured Interest Rate, which is 3%
         per annum, through Distributions tendered by Reorganized
         Debtor.

     (d) The Holders of Equity Securities of Debtor will retain
         all of their legal interests.

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

                         About Ten Saints

Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011.  The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.

Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near
I-515 and Horizon Drive in Henderson.  The property includes five
retail buildings with nearly 43,000 square feet of space.

Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.

Beltway One Development Group LLC (Bankr. D. Nev. Case No. 11-
21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.

Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.

Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to $10
million each for Nigro HQ; and from $10 million to $50 million in
both assets and debts for Horizon Village, Ten Saints and Beltway
One.  The cases are not jointly administered.

A fifth related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.

Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in
Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and
Roca LLP, in Los Vegas, Nev., represent Wells Fargo Bank, N.A., as
counsel.


TENET HEALTHCARE: On Moody's Downgrade Review After Vanguard Deal
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of Tenet Healthcare
Corporation under review for downgrade, including the company's B1
Corporate Family Rating and B1-PD Probability of Default Rating.
The rating action follows the announcement that Tenet has signed a
definitive agreement to acquire Vanguard Health Systems, Inc. for
a transaction value of $4.3 billion, including the assumption of
about $2.5 billion of Vanguard debt.

The following ratings were placed under review for downgrade:

6.25% senior secured notes due 2018, Ba3 (LGD 3, 38%)
4.75% senior secured notes due 2020, Ba3 (LGD 3, 38%)
4.375% senior secured notes due 2021, Ba3 (LGD 3, 38%)
4.5% senior secured notes due 2021, Ba3 (LGD 3, 38%)
9.875% senior notes due 2014, B3 (LGD 5, 86%)
9.25% senior notes due 2015, B3 (LGD 5, 86%)
6.75% senior notes due 2020, B3 (LGD 5, 86%)
8.0% senior notes due 2020, B3 (LGD 5, 86%)
6.875% senior notes due 2031, B3 (LGD 5, 86%)
Corporate Family Rating, B1
Probability of Default Rating, B1-PD

Ratings Rationale:

"Tenet's acquisition of Vanguard will result in increased leverage
and the assumption of a considerable obligation for future capital
spending. However, the combined company will have significant
scale and improved geographic diversification, which will play
important roles in adapting to the post healthcare reform
environment," said Dean Diaz, Vice President and Senior Credit
Officer at Moody's.

Moody's review of Tenet's ratings will focus on the extent of
incremental debt and the resulting capital structure of the
combined company along with the company's plan to reduce leverage
and future financial policy, including share repurchases and
additional acquisitions. Moody's estimates that pro forma adjusted
leverage could approach 5.8 times following the transaction, which
is above previous expectations for the current B1 rating. Moody's
will also consider the increased scale and geographic
diversification provided by the addition of Vanguard's operations
as well as opportunities for synergies.

There is no change at this time to the ratings of Vanguard Health
Systems, Inc. or Vanguard Health Holding Company II,LLC, including
the B2 Corporate Family Rating and B2-PD Probability of Default
Rating. Moody's believes that if there is a rating downgrade based
on the review, it would be limited to one notch. Additionally, if
the transaction is completed as contemplated, Moody's would expect
that the current debt of Vanguard will be refinanced and the
ratings withdrawn.

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

Tenet, headquartered in Dallas, Texas, is one of the largest for-
profit hospital operators by revenues. At March 31, 2013 the
company's subsidiaries operated 49 hospitals as well as 122 free-
standing and provider-based outpatient centers. The company also
offers other services, including revenue cycle management, health
care information management and patient communications services.
Tenet generated revenue of approximately $9.2 billion for the
twelve months ended March 31, 2013 after considering the provision
for doubtful accounts.

Vanguard owns and operates 28 acute care and specialty hospitals
and complementary facilities and services in metropolitan Chicago,
Illinois; metropolitan Phoenix, Arizona; metropolitan Detroit,
Michigan; San Antonio, Texas; Harlingen and Brownsville, Texas;
and Worcester and metropolitan Boston, Massachusetts. Vanguard
Health recognized revenue, net of the provision for bad debt, of
approximately $5.9 billion for the twelve months ended March 31,
2013.


TRANSDIGM INC: Dividend Payment Prompts Moody's to Cut CFR to B2
----------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
ratings of TransDigm Inc. to B2 from B1, the senior secured
ratings to Ba3 from Ba2 and the senior subordinated notes to Caa1
from B3 as a result of the company's plans to proceed with the
previously announced special dividend ($1.0 billion to 1.8
billion). The downgrade follows TDG's launch of a proposed $700
million senior secured term loan and a $500 million senior
subordinated note offering to be used to finance the dividend. The
rating outlook is stable. This action concludes the review for
downgrade initiated on June 18, 2013.

The following ratings have been assigned to the proposed dividend
financing:

$700M Tranche C TL due Feb 2020 at Ba3 (LGD2, 25%); and

$500M senior subordinated notes due Oct 2021 at Caa1 (LGD5, 80%)

The following ratings have been downgraded:

Corporate family rating to B2 from B1;

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

$310 million first lien revolving credit facility due 2018 ($32
million due December 2015) to Ba3 (LGD2, 24%) from Ba2 (LGD2,
24%);

$500 million first lien term loan B due 2017 to Ba3 (LGD2, 25%)
from Ba2 (LGD2, 24%);

$1.7 billion first lien term loan C due 2020 to Ba3 (LGD2, 25%)
from Ba2 (LGD2, 24%);

$1.6 billion senior subordinated notes due 2018 to Caa1 (LGD5,
80%) from B3 (LGD5, 80%); and

$550 million senior subordinated notes due 2020 to Caa1 (LGD5,
80%) from B3 (LGD5, 80%).

The following rating was affirmed:

Speculative grade liquidity rating at SGL-1

Ratings Rationale:

The downgrade of TDG's ratings reflects Moody's view that the
incremental leverage taken on to fund the shareholder dividend
reflects financial policies and credit metrics that are no longer
consistent with the B1 rating category. The proposed dividend
financing at $1.2 billion will increase leverage to over 6.2x, the
highest level in TDG's history to fund a dividend. The rating
action follows TDG's amendment to its credit agreement which
revised the financial maintenance covenant on the revolver to be a
springing covenant based on utilization, enabling TDG to pay a
one-time restricted payment of up to $1.9 billion and modifying
leverage ratios for certain incurrence tests to reflect TDG's
higher leverage. The B2 rating incorporates Moody's expectation
that TDG will maximize this dividend, to the extent market
conditions are amenable.

The B2 CFR balances TDG's high financial risk tolerance against
its track record of revenue and earnings growth supported by its
portfolio of high margin, niche products; the stability provided
by its aftermarket focus; the positioning of its products on most
aircraft platforms; and the proprietary and sole source nature of
most of its product offerings. TDG's highly profitable businesses
coupled with its very good liquidity profile enables it to
comfortably manage its large debt burden resulting from its
aggressive financial policies.

The stable outlook reflects Moody's expectation that TDG will
continue to generate industry leading margins and solid cash
flows. TDG will likely apply its cash generation to fund
acquisitions which will add incremental earnings and foster a
moderately-paced deleveraging. TDG's operating performance should
benefit from a strong commercial aerospace manufacturing
environment as well as the gradual improvement in macroeconomic
conditions and worldwide revenue passenger miles, which drives its
highly profitable aftermarket business.

The SGL-1 speculative grade liquidity rating reflects the strength
of TDG's cash generating abilities as well as its expected high
cash balances, after funding its recently announced a $150 million
acquisition of GE Aviation's Electromechanical Actuation Division
and $286 million acquisition of Arkwin Industries . The SGL-1
rating also benefits from TDG's undrawn $310 million revolving
credit facility and the recent amendment which changed the
covenants in the revolver to a springing leverage covenant from a
more restrictive net leverage financial maintenance covenant.

A ratings upgrade is unlikely prior to shift in financial policy
such that leverage would be maintained below 5.0x on an ongoing
basis. In addition to more conservative financial policies,
Moody's would expect TDG to maintain its industry leading margins
and very good liquidity profile for a ratings upgrade.

A ratings downgrade could occur if TDG were to add incremental
leverage prior to a considerable reduction in debt-to-EBITDA
following its dividend recapitalization. Further, EBITDA margins
deteriorating into the mid-30% range, a meaningful weakening in
cash generation or an ongoing reliance on its revolver could
result in a ratings downgrade.

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

TransDigm Inc., headquartered in Cleveland, Ohio, is a
manufacturer of engineered aerospace components for commercial
airlines, aircraft maintenance facilities, original equipment
manufacturers and various agencies of the US Government. TransDigm
Inc. is the wholly-owned subsidiary of TransDigm Group
Incorporated (TDG). Revenues for the last 12 month period ending
March 31, 2012 were approximately $2 billion.


TRISPORTS.COM: Online Triathalon Retailer Files Chapter 11
----------------------------------------------------------
Michael McKisson, writing for TucsonVelo, reports that
Trisports.com, an online triathalon retailer headquartered in
Tucson, Arizona, filed for Chapter 11 bankruptcy protection on
June 14, 2013, when they were unable to restructure two loans in
the total amount of $1.77 million from Bank of the West.

Trisports.com founder and CEO Seton Claggett told TucsonVelo that
the loans, which were taken out in June and October 2011 were used
to purchase the store's solar panels and implement a new software
system for the mail-order business. The loans were secured by the
company's assets.  The report relates Claggett said they were 5-
year loans in which the first year was interest-only payments.
Claggett said when the loans switched to principal plus interest
payments in October of 2012, Bank of the West decided to call the
loans due.

The report notes that, according to court documents filed by
Trisports.com's attorneys, the loans matured on Oct. 15, 2012 and
in March 2013 Bank of the West filed a suit in Pima County
Superior Court demanding payment and asking for control of the
company's assets based on the loans' terms asserting it was owed
$1.77 million.

"The most frustrating thing is we still don't know why the bank
called the loans," Mr. Claggett said, according to the report.

Mr. Claggett said the business is still healthy and they filed for
protection to prevent Bank of the West from taking control of the
firm's assets and to use the court to work out a repayment plan.


UNITED RENTALS: Moody's Changes Outlook on B2 CFR to Positive
-------------------------------------------------------------
Moody's Investors Service changed United Rentals (North America),
Inc.'s ratings outlook to Positive from Stable and affirmed all
its ratings, including the Corporate Family Rating at B2 and its
Probability of Default Rating at B2-PD.

United Rental's outlook change reflects the expectation for
continued revenue growth and operating margin expansion,
decreasing leverage, and improved interest coverage weighed
against a large capital investment program, cyclical business and
still uncertain economic environment, and an ongoing share
repurchase program.

The positive ratings outlook reflects the expectation for the
company to continue to benefit from synergies related to its
acquisition of RSC Holdings Inc. in April 2012 which significantly
expanded the company's scale. Leverage metrics have improved since
this acquisition and Moody's expects a continued strengthening of
its credit quality. EBITDA growth has driven a reduction in
leverage from 4.6 times as of December 31, 2012 to 4.1 times as of
March 31, 2013 and Moody's expects a further reduction to under
4.0 times over the next 12 months. For the LTM period ending March
31, 2013, EBITA to interest was 1.6 times and Moody's expects this
to increase to just under 2.0 times over the next 12 months.

Outlook Actions:

Issuer: United Rentals (North America), Inc.

Outlook, Changed To Positive From Stable

Issuer: United Rentals Trust I

Outlook, Changed To Positive From Stable

Affirmations:

Issuer: RSC Equipment Rental, Inc.

10.25% Senior Notes due 2019, Affirmed B3 (LGD4, 63%)

Issuer: RSC Holdings III, LLC

8.25% Senior Notes due 2021, Affirmed B3 (LGD4, 63%)

Issuer: United Rentals (North America), Inc.

Probability of Default Rating, Affirmed B2-PD

Corporate Family Rating, Affirmed B2

Speculative Grade Liquidity Rating, Affirmed SGL-3

9.25% Senior Notes due 2019, Affirmed B3 (LGD4, 63%)

6.125% Senior Notes due 2023, Affirmed B3 (LGD4, 63%)

8.375% Senior Subordinated Notes due 2020, Affirmed Caa1 (LGD6,
93%)

Issuer: United Rentals Trust I

6.5% Convertible Quarterly Income Preferred Securities due 2028,
Affirmed Caa1 (LGD6, 96%)

Issuer: UR Financing Escrow Corporation

5.75% Senior Secured Notes due 2018, Affirmed Ba3 (LGD2, 24% from
LGD2, 23%)

7.375% Senior Notes due 2020, Affirmed B3 (LGD4, 63%)

7.625% Senior Notes due 2022 Affirmed B3 (LGD4, 63%)

Note: These notes listed above were either originally issued by,
or assumed by, United Rentals (North America), Inc. subsequent to
the original issuance including those issued by RSC with the
exception of the securities issued by United Rentals Trust I.
United Rentals has given notice of its intention to redeem its
remaining 6.5% Convertible Quarterly Income Preferred Securities
due 2028. The associated rating and outlook will be withdrawn upon
notice of the redemption's completion.

Ratings Rationale:

United Rental's B2 rating reflects its very large size relative to
its competitors and associated economies of scale, product
breadth, diversified customer base, and established market
position. Recent increases of its operating margin and the
expectation for continued improvement are expected to strengthen
its position in the B2 rating category. These attributes are
balanced against its vulnerability to the cyclical nature of the
business and weak free cash flow metrics due to very aggressive
investment in its fleet. The company's ability to delever its
balance sheet is hindered by its large capital expenditures and by
its $200 million share repurchase program put in place in
conjunction with the acquisition of RSC Holdings Inc. The
company's SGL-3 rating reflects its adequate liquidity profile
including its cash on the balance sheet, manageable near-term debt
maturities and revolver availability under its $1.9 billion ABL
credit facility due 2016.

The ratings could be upgraded if the company continues to
experience operating margin improvement, if debt to EBITDA were to
decrease below 3.75 times or EBIT to interest were to increase
above 1.5 times.

The ratings could be downgraded or outlook changed if debt to
EBITDA increased above 4.5 times, EBIT to interest decreased below
1.1 times, or the company's liquidity profile weakened, in
particular from overly aggressive spending on its rental fleet or
additional share repurchase programs beyond the current $200
million. Ratings could also be adversely impacted if sales and
margins contracted, decreasing the return on its expanded fleet.

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

United Rentals, headquartered in Stamford, CT, is an equipment
rental company with a fleet of approximately 400,000 units and 830
rental locations across the US and Canada. The company operates in
two business segments. Its General Rentals segment provides
construction, industrial and homeowner equipment while its Trench
Safety, Power & HVAC segment provides equipment for underground
construction, temporary power, climate control and disaster
recovery. While the primary source of revenue is from renting
equipment, the company also sells equipment and related parts and
services. LTM revenue for the period ending March 31, 2013 was
approximately $4.6 billion.


VALLEY VIEW: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Valley View of Jordan, LLC
          dba Valley View of Northfield
        4061 W. 173rd Street
        Jordan, MN 55352

Bankruptcy Case No.: 13-33012

Chapter 11 Petition Date: June 21, 2013

Court: U.S. Bankruptcy Court
       District of Minnesota (St. Paul)

Judge: Michael E. Ridgway

Debtor's Counsel: James C. Brand, Esq.
                  FREDRIKSON & BYRON, P.A.
                  200 South Sixth, Suite 4000
                  Minneapolis, MN 55402-1425
                  Tel: (612) 492-7408
                  E-mail: jbrand@fredlaw.com

                         - and ?

                  Clinton E. Cutler, Esq.
                  FREDRIKSON & BYRON, P.A.
                  200 South Sixth Street, Suite 4000
                  Minneapolis, MN 55402
                  Tel: (612) 492-7070
                  E-mail: ccutler@fredlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/mnb13-33012.pdf

The petition was signed by John F. Bonner, III, chief manager.


VALUE SCHOOLS: S&P Assigns 'BB+' Rating to CA Series 2013 Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
California School Finance Authority's series 2013 school facility
revenue bonds issued for Value Schools Inc. (VS).  The outlook is
stable.

"The rating reflects our view of the growth risk associated with
VS' plan to open three additional schools during the next three
years; the uncertainty surrounding the departure of the founder
and CEO, although he will remain for six months as a consultant;
and historical low cash on hand," said Standard & Poor's credit
analyst Carlotta Mills.

The bonds will finance the acquisition of and improvements to the
Central City Value School facility ($9.9 million) and the
refinancing of prior debt incurred to acquire and renovate the
Downtown Value School.


VERIFONE INC: Moody's Revises Outlook to Negative & Keeps Ba3 CFR
-----------------------------------------------------------------
Moody's Investors Service confirmed VeriFone, Inc.'s Ba3 Corporate
Family Rating, its B1-PD probability of default rating, and the
Ba3 rating for its senior secured credit facilities.

Moody's confirmed VeriFone's ratings based on the company's strong
market position, healthy free cash flow relative to debt,
management's commitment to focus on debt reduction, and the rating
agency's view that there is a reasonable chance that management
will be successful in addressing recent execution missteps. The
negative outlook reflects erosion in VeriFone's revenue and
profitability that will result in elevated leverage over the next
12 to 18 months and the company's challenges in turning around its
declining profitability. This concludes the ratings review that
was initiated on March 13, 2013.

Moody's has confirmed the following ratings:

Issuer: VeriFone, Inc.

Corporate Family Rating -- Ba3

Probability of Default Rating -- B1-PD

$426 million Senior Secured Revolving Credit Facility due May
2016 -- Ba3 LGD3 (31%, revised from 33%)

$968 million (outstanding) Senior Secured Term Loan due May 2016
-- Ba3 LGD3 (31%, revised from 33%)

$99 million (outstanding) Senior Secured Term Loan due May 2018
-- Ba3 LGD3 (31%, revised from 33%)

Moody's has affirmed the following rating:

Speculative Grade Liquidity rating: SGL-2

Outlook Actions:

Outlook, Changed To Negative from Rating under Review

Ratings Rationale:

VeriFone's Corporate Family Rating is weakly positioned in the Ba3
rating category. The negative ratings outlook considers VeriFone's
execution risk in resuming sustainable revenue and EBITDA growth
in the next few quarters. Although VeriFone currently anticipates
sequential increases in revenue (and likely EBITDA too) to resume
in its fiscal 4Q 2013, the company faces intermediate term
challenges in rebuilding its distribution channel in the Middle
East and Africa region, stemming market share losses that resulted
from underinvestment in product development, and strengthening its
relationships with its customers and merchant acquirer partners.
As a result of year-over-year decline in EBITDA continuing through
at least the second half of fiscal year 2013, Moody's estimates
that VeriFone's total debt to EBITDA leverage will temporarily
increase to the 4.0x to 4.5x range (Moody's adjusted) in the next
12 months and its free cash flow over this period will be
meaningfully lower than Moody's expectations.

However, the confirmation of VeriFone's Ba3 CFR is based on
Moody's expectations that VeriFone's revenue and EBITDA will
resume sustained annual growth in FY '14 and that management's
renewed commitment to prioritize and accelerate debt reduction
should drive total debt to EBITDA leverage to less than 3.5x
(Moody's adjusted), Moody's previously communicated downgrade
trigger, by year-end 2014. Furthermore, the ratings agency
believes that despite the erosion in profitability due to elevated
R&D spending and potential for near term pricing pressure as a
result of efforts to regain market share, VeriFone should continue
to generate free cash flow of about 10% of its total debt in FY
'13 and FY '14 (excluding cash outlays related to litigation
settlements).

VeriFone's Ba3 CFR is supported by its leading market position in
the Point of Sale (POS) terminals market in several major
economies and its highly diversified revenue base. VeriFone's
sizeable installed base of POS devices and customer relationships
globally provide opportunities to grow revenues through
replacement and upgrades of POS terminals and additional services.

At the same time, VeriFone faces increasing competition from
existing POS terminals providers as well as competing technologies
in an evolving electronic payments market. The Ba3 rating is
constrained by VeriFone's narrow product focus and reliance on
one-time product sales which comprise about 68% of its revenues.
The rating incorporates VeriFone's execution risk in managing the
transition toward multi-year Payment as a Service contracts from
predominantly product-oriented sales, as the transition will
depend on customer adoption of these services and the value they
perceive in these multi-year contracts. Moody's believes that some
customers may continue to prefer purchases of only Point of Sale
terminals and hardware support services.

The SGL-2 liquidity rating reflects Moody's expectations that
VeriFone will maintain good liquidity comprising its cash
balances, free cash flow and partial availability under the
revolving credit facility. The SGL-2 rating is based on Moody's
expectations that the company will maintain adequate headroom
under the net leverage covenant in its credit agreement in the
next 12 months through accelerated debt repayments. Moody's notes
that its projected estimates of the company's leverage under its
methodology will differ from the company's ratios defined in its
credit agreement.

VeriFone's ratings could be downgraded if Moody's believes that a
sustainable rebound in EBITDA is delayed beyond the next 2 to 3
quarters and the company is unlikely to reduce and manage total
debt-to-EBITDA (Moody's adjusted) below 3.5x in the next 12 to 18
months. The rating could also be downgraded if escalating
competition or weak business execution limit VeriFone's ability to
improve EBITDA margins and the company is unlikely to sustain free
cash flow in the 10% to 15% range of its total debt.

Moody's expects to stabilize VeriFone's ratings outlook if the
company demonstrates sustained revenue growth, its EBITDA margins
approach 20% (Moody's adjusted, incorporating non-cash stock
compensation and operating lease adjustments) and if leverage
could be sustained below 3.0x (Moody's adjusted). Although a
ratings upgrade is not expected in the next 12 to 18 months,
Moody's could raise VeriFone's ratings over time if the company's
revenue mix continues to shift toward recurring revenues resulting
in more predictable cash flow generation and if Moody's believes
that the company could sustain total debt-to-EBITDA leverage below
2.5x (as reported by the company), while generating strong free
cash flow through revenue growth and increasing profitability.

Headquartered in San Jose, California, VeriFone is a leading
provider of point of sale payment systems, solutions and services.

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


VERSO PAPER: NYSE to Commence Delisting Proceedings
---------------------------------------------------
Verso Paper Corp. on June 26 disclosed that the New York Stock
Exchange has determined to commence proceedings to delist Verso's
common stock from the NYSE due to Verso's failure to satisfy the
NYSE's continued listing standard relating to market
capitalization.

As previously disclosed, on December 21, 2011, the NYSE initially
notified Verso that it had fallen below the NYSE's continued
listing standard relating to market capitalization.  To maintain
the listing, the NYSE requires that Verso have an average market
capitalization over a consecutive 30 trading-day period of at
least $75 million.  On February 6, 2012, Verso submitted to the
NYSE a plan to achieve compliance with the market capitalization
standard within 18 months after the initial notice from the NYSE,
and the NYSE notified Verso of its approval of the plan on March
16, 2012.  Verso's market capitalization exceeded the $75 million
requirement during much of the 18-month plan period; however, it
was not able to maintain such level at the end of the plan period
as required by the NYSE.  As of June 21, 2013, the last day of the
plan period, Verso's 30 trading-day average market capitalization
was $60.5 million.

Under the NYSE's rules, Verso has the right to a review of the
NYSE staff's delisting determination by a committee of the board
of directors of the NYSE.  Verso has notified the NYSE that it
intends to seek such review.  Verso expects that the NYSE will
permit the common stock to continue trading on the NYSE during the
review process.

                           About Verso

Based in Memphis, Tennessee, Verso Paper Corp. --
http://www.versopaper.com-- is a North American producer of
coated papers, including coated groundwood and coated freesheet,
and specialty paper products.  Verso's paper products are used
primarily in media and marketing applications, including
magazines, catalogs and commercial printing applications such as
high-end advertising brochures, annual reports and direct-mail
advertising.


VILLAGE OF RIVERDALE: Moody's Reviews Ratings Due to Lack of Info
-----------------------------------------------------------------
Moody's Investors Service has placed the B2 rating of the Village
of Riverdale, IL under review with direction uncertain affecting
$1.5 million of Moody's-rated outstanding general obligation debt.
The review is prompted by the lack of sufficient, current
financial information. The village has failed to release a fiscal
2012 audit for the year ending April 30, 2012. Additionally, the
village was unable to provide interim or unaudited data. If
sufficient, current information is not received over the coming
weeks, Moody's will take appropriate rating actions which could
include the withdrawal or lowering of the ratings.

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


VILLAGE SQUARE: Court Dismisses Involuntary Chapter 11 Case
-----------------------------------------------------------
The Hon. Paulette J. Delk of the U.S. Bankruptcy Court for the
Western District of Tennessee has dismissed, at the behest of
Village Square I, LLC, the Debtor's Chapter 11 case.

As reported by the Troubled Company Reporter on March 26, 2013,
that Cambridge TN LLC, Brooklyn-based Platinum Management
Services, LLC, and Far Rockaway -- creditors who signed the
involuntary Chapter 11 petition for Village Square I LLC -- asked
the Court to dismiss the involuntary petition without prejudice.
The TCR reported on May 31, 2013, that the Debtor and the
petitioning creditors agreed that the bankruptcy case would be
dismissed and that the order of dismissal would provide for each
side to bear its own costs and that no damages under the
Bankruptcy Code would be sought against the petitioning creditors
for filing the involuntary petition.

                      About Village Square

Three creditors filed involuntary Chapter 11 bankruptcy petitions
against Seattle-based Village Square I LLC and Village Square II
LLC (Bankr. W.D. Tenn. Case Nos. 12-25236 and 12-25238) in Memphis
on May 21, 2012.

The creditors are Cambridge TN LLC, which assert a $1,002,703
claim on account of a prepetition loan; Brooklyn-based Platinum
Management Services, LLC, which assert a $38,343 claim on account
of prepetition services; and Far Rockaway, N.Y.-based Avi Kaufman,
who asserts a $62,000 claim on account of a loan.  Judge Paulette
J. Delk presides over the case. Toni Campbell Parker, Esq., in
Memphis, serves as the petitioning creditors' lawyer.


VISKASE COMPANIES: Moody's Retains 'B2' Corp. Family Rating
-----------------------------------------------------------
Moody's Investors Service downgraded the speculative grade
liquidity rating of Viskase Companies, Inc. to SGL-3 from SGL-2.
Viskase's B2 Corporate Family Rating, B2-PD Probability of Default
Rating and B2 rating on the senior secured notes remain unchanged.
The ratings outlook remains stable. Viskase's liquidity is
expected to be adequate rather than good due to a sizeable Brazil
tax payment that will negatively impact cash flows.

Moody's took the following actions for Viskase:

Downgraded SGL rating to SGL-3 from SGL-2

Ratings Rationale:

The downgrade of the speculative grade liquidity rating to SGL-3
reflects expectations that Viskase will have adequate liquidity
over the next 12-18 months. Viskase's adequate liquidity reflects
cash on hand, lack of significant near-term maturities,
expectations of negative free cash flow in 2013 and sufficient
availability on the $25 million asset-based revolver. The
downgrade reflects an expectation of a sizeable Brazil tax
settlement over the next 12 months. Moody's expects free cash flow
to improve in 2014 as the tax payment is not expected to recur.

Viskase's B2 corporate family rating reflects the company's lack
of scale, concentration of sales, and lack of long-term contracts
with customers. The rating also reflects the nascent competitive
equilibrium, foreign currency exposure and primarily commoditized
product line. The company's revenue base is small for the rating
category and is highly concentrated in one product line. A
significant percentage of sales are in foreign currencies while
all debt is denominated in U.S. dollars. The overall product line
is primarily commoditized and Viskase lacks long-term contracts or
an onsite presence with its customers. While industry overcapacity
has been eliminated in the primary segment and pricing power
restored, the competitive equilibrium has only recently been
established and does not yet have a long-term track record.
Additionally, overcapacity and softness still persist in the
fibrous and plastics segments.

The rating is supported by the company's global diversification,
anticipated volume growth and exposure to food end markets. The
rating is also supported by adequate liquidity. While the long-
term competitive equilibrium is uncertain as yet, the company
should benefit from continuing productivity initiatives and strong
end user demand. Opportunities exist for further expansion into
fast growing markets.

The ratings could be downgraded if credit metrics, liquidity,
and/or the competitive and operating environment deteriorate.
Specifically, Viskase could be downgraded if the EBIT margin
declines below 8%, free cash flow to debt below 4% and EBIT to
interest coverage below 1.2 times.

An upgrade in ratings is not anticipated given the company's lack
of scale, concentration of sales and lack of established, long
term competitive equilibrium. A rating upgrade would require
further evidence of the sustainability of the stability in the
competitive and operating environment as well as an improvement in
credit metrics. Specifically, the rating could be upgraded if free
cash flow-to-debt rises above 6% and EBIT to interest coverage
rises above 2.0 times while debt to EBITDA remains below 5.0 times
and the EBIT margin above 10% on a sustained basis.

The principal methodology used in this rating was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology published in June 2009. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.


VITERA HEALTHCARE: Moody's Assigns 'B3' CFR, Stable Outlook
-----------------------------------------------------------
Moody's Investors Service assigned a first-time B3 Corporate
Family Rating and B3-PD Probability of Default Rating to Lightning
Acquisition, LLC, the holding company of Vitera Healthcare
Solutions, LLC. Moody's also assigned a B2 rating to the first
lien senior secured revolving credit facility due 2018 and first
lien senior secured term loan due 2020 and a Caa2 rating to the
second lien senior secured term loan due 2021. The ratings outlook
is stable.

The proceeds of the new facilities will be used to fund the
acquisition of EHS Holdings, Inc., refinance existing
indebtedness, pay fees and expenses and put cash on the balance
sheet.

Ratings Rationale:

The B3 Corporate Family Rating reflects Vitera's small pro-forma
revenue size of about $250 million and Moody's expectation for
debt to EBITDA to remain near 6 times over the next 12-18 months.
Moody's anticipates flat revenues and EBITDA of about $60 million
in 2013. Vitera, an independent company only since 2011, is making
multiple acquisitions, exiting or de-emphasizing certain business
lines and focusing sales on software. The dimensions and degree of
change weigh on the rating. While the proposed financing places
$65 million of cash on the balance sheet, Moody's expects most
will be used for acquisitions in the near term. The $25 million
revolver and about $10 million of expected remaining balance sheet
cash provide good liquidity. The revolver also has a $75 million
accordion, which could be used to further leverage the company to
fund acquisitions.

The stable outlook reflects the highly recurring revenue streams
of the combined companies, over 95% retention rates for their
products and the expectation of EBITDA stability. The risk of
further debt financed acquisitions is incorporated in the rating.
The ratings could be upgraded if the company is able to
demonstrate success in its operational and acquisition strategies
by growing revenues and EBITDA, and Moody's comes to expect debt
to EBITDA to be sustained below 5.5 times with over $30 million of
annual free cash flow. The ratings could be downgraded if
operating results are below Moody's expectations or if financial
policies become more aggressive. Lower ratings are possible if
Moody's expects debt to EBITDA to remain over 6.5 times or free
cash flow to approach zero.

The Following Ratings Were Assigned:

Issuer: Lightning Acquisition, LLC

  Probability of Default Rating, Assigned B3-PD

  Corporate Family Rating, Assigned B3

Issuer: Vitera Healthcare Solutions, LLC

  Senior Secured 1st Lien Revolving Credit Facility, Assigned B2
  (LGD3, 36%)

  Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3, 36%)

  Senior Secured 2nd Lien Term Loan, Assigned Caa2 (LGD5, 88%)

The principal methodology used in this rating was Global Software
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.

Vitera Healthcare Solutions, LLC (a subsidiary of Lightning
Acquisition LLC) is a provider of practice management software,
electronic healthcare records and other solutions to physician
practices. The company is owned by affiliates of Vista Equity
Partners.


VITESSE SEMICONDUCTOR: Raging Capital Holds 19.2% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Raging Capital Master Fund, Ltd., and its
affiliates disclosed that, as of June 20, 2013, they beneficially
owned 10,391,127 shares of common stock of Vitesse Semiconductor
Corporation representing 19.2 percent of the shares outstanding.
The reporting persons previously disclosed beneficial ownership of
6,491,127 common shares or 17.6 percent equity stake as of
Jan. 23, 2013.  A copy of the regulatory filing is available at:

                        http://is.gd/bhH8BR

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse incurred a net loss of $1.11 million in 2012, a net loss
of $14.81 million in 2011, and a net loss of $20.05 million in
2010.  The Company's balance sheet at March 31, 2013, showed
$68.85 million in total assets, $80.96 million in total
liabilities and a $12.10 million total stockholders' deficit.


WAGSTAFF PROPERTIES: Venue of KFC Suit Transferred to Minnesota
---------------------------------------------------------------
In the lawsuit KFC CORPORATION and KFC U.S. PROPERTIES, INC.,
Plaintiffs, v. DENMAN E. WAGSTAFF, DONALD STEINKE, ALYCE J.
WAGSTAFF, FRANCES MCKENNA STEINKE, PHIL ATTEBERRY, and WENDELL
WAGSTAFF Defendants, Case 3:11-CV-00674-CRS (W.D. Ky.), District
Judge Charles R. Simpson, III, granted the Defendants' motion to
transfer venue to the U.S. District Court for the District of
Minnesota.

The Defendants are the owners, officers, and directors of six
related franchisee corporations that operate Kentucky Fried
Chicken (KFC) restaurants in six states -- California, Idaho,
Oregon, Alaska, Texas and Minnesota.  KFCC is a Kentucky
corporation and the Defendants' franchisee corporations are all
California corporations.  The individual Defendants do not reside
in Kentucky.

The Defendants' franchisee corporations defaulted on the original
franchisee agreements by failing to pay royalties and advertising
costs they owed KFCC.  Under the lawsuit, KFCC seeks a declaratory
judgment that the individual Defendants, as guarantors, are liable
to KFCC for the debts that arise out of or relate to the
Defendants' KFC restaurant operations, promissory notes and other
contracts.

"[J]udicial efficiency, weighs in favor of transfer because the
Minnesota court already has before it a large number of the
parties and witnesses relevant to this suit by virtue of the
Defendants' roles as the franchisee debtors' shareholders,
officers, and members of the boards of directors," Judge Simon
said.

A copy of Judge Simpson's June 20, 2013 Memorandum Opinion is
available at http://is.gd/BJFMP5 http://is.gd/kqbmvkfrom
Leagle.com.

The KFC Defendants are represented by:

          STITES & HARBISON, PLLC
          Charles J. Cronan, IV, Esq.
          Margaret R. Grant, Esq.
          400 West Market Street, Suite 1800
          Louisville, KY 40202-3352
          Tel No.: (502) 587-3400
          Email: ccronan@stites.com
                 mgrant@stites.com

The Defendants are represented by:

          MILLER WELLS PLLC
          David S. Kaplan, Esq.
          Adam K. Spease, Esq.
          Casey L. Hinkle, Esq.
          710 West Main Street, 4th Floor
          Louisville, Kentucky 40202-2661
          Email: dkaplan@millerwells.com
                 aspease@millerwells.com
                 chinkle@millerwells.com

                  About Wagstaff Properties

Hanford, California-based Wagstaff Properties LLC and its debtor-
affiliates filed for Chapter 11 protection (Bankr. D. Minn. Case
No. 11-43074) on April 30, 2011.  The cases are jointly
administered with Wagstaff Minnesota, Inc. (Case No. 11-43073).

The Debtors are corporations and limited liability companies that
are owned in whole or in part by Denman Wagstaff and his wife,
along with various other minority or equal owners.  Pursuant to
franchise agreements, the Debtor corporations owned and operated
80 "KFC" restaurants in Alaska, California, Idaho, Minnesota,
Oregon, and Texas, with a corporate headquarters in Hanford,
California.  The Debtors that are limited liability companies each
owned real property that was leased to certain of the Debtor
corporations operating the restaurants.

Wagstaff Properties estimated assets and liabilities at
$10 million to $50 million in its petition.

Judge Dennis D O'Brien oversees the Chapter 11 cases, taking over
from Judge Nancy C. Dreher in November 2012.  Peitzman Weg LLP and
Fredrikson & Byron, P.A., serve as the Debtors' Co-Bankruptcy
Counsel.  The Debtors also hired these professionals: Adair &
Evans as Controller/CFO, Accountant, and Tax Advisor; Alvarez &
Marsal North America LLC acts as Financial Advisor; Trinity
Capital LLC as Investment Banker to the Texas Debtors; Epiq
Bankruptcy Solutions LLC as Administrative Agent; Terra Properties
as Real Estate Broker to D&D Property Investments; Jones &
Malhotra as 401(k) Auditor; Newmark Grubb Knight Frank as Real
Estate Consultant; and M. Green and Company LLP as Independent
Certified Public Accountant.

On June 8, 2011, the U.S. Trustee appointed the Creditors'
Committee. The members of the Creditors' Committee are (i) Prime
Source Food Service Equipment, Inc., (ii) Hart Property
Consultants, and (iii) Powerhouse Repair.  The Committee is
represented by Sugar Felsenthal Grais & Hammer LLP, Lommen Abdo
Cole King & Stageberg PA, and Freeborn & Peters LLP.


ZOGENIX INC: Awards 202,000 RSUs to Named Executive Officers
------------------------------------------------------------
The compensation committee of the board of directors of Zogenix,
Inc., approved a company-wide retention program and, pursuant to
that program, awarded restricted stock units to the Company's
named executive officers.  Each of the RSU awards was made under
the Company's 2010 Equity Incentive Award Plan.

  Name                          Title                        RSUs
  ------------            ------------------               -------
Roger L. Hawley          CEO                              60,000
Stephen J. Farr, Ph.D.   President                        50,000
Ann D. Rhoads            EVP, CFO, Treasurer & Secretary  46,000
Scott Shively            EVP and CCO                      46,000

Each RSU represents a contingent right to receive one share of the
Company's common stock.  The RSUs vest on June 1, 2014, subject to
the recipient's continued service with the Company through that
date.  Vested shares will be delivered to the recipient following
the vesting date.  The RSUs will vest immediately upon a change in
control of the Company.

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Zogenix incurred a net loss of $47.38 million in 2012, as compared
with a net loss of $83.90 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $65.57 million in total assets,
$70.56 million in total liabilities, and a $4.99 million total
stockholders' deficit.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and lack of sufficient working capital which raise
substantial doubt about the Company's ability to continue as a
going concern.


* Suit to Collect Alimony Violates Automatic Stay
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to a June 14 opinion from the Bankruptcy
Appellate Panel for the First Circuit in Boston, the former wife
of a Chapter 13 bankrupt violated the automatic stay by having her
husband held in contempt and jailed for failure to pay alimony.
The case is DeSouza v. DeSouza, 12-091, U.S. Bankruptcy Appellate
Panel for the First Circuit (Boston).


* Inability to Predict Customer Behavior a Weak Spot for Insurers
-----------------------------------------------------------------
Unpredictable behavior by variable annuity policyholders will
continue to pressure US life insurers going forward, says Moody's
Investors Service in its new special comment, "Unpredictable
policyholder behavior challenges US life insurers' variable
annuity business."

US life insurers' inability to predict policyholder behavior
including lapse rates led to mispricing that continues to be a
weak spot for the industry, says the rating agency.

Variable annuities allow customers the ability to invest in a
variety of investment options of their choice, subject to certain
limitations. Since the early 2000s, insurers started selling
variable annuities that guaranteed minimum withdrawal and income
benefits, with these benefits soon becoming very popular.

"Variable annuity sales boomed until the onset of the 2008-2009
financial crisis as customers flocked to the new product; largely
due to the product's ability to offer customers equity-like
returns, a guarantee and a deferred tax benefit, all in one
product," said Moody's Vice President Neil Strauss, an author of
the report.

Experience to date shows that companies selling VA's with
guarantees misestimated and underpriced the lapse rates on this
product, as policyholders held on to their policies at a greater
rate than the insurance companies anticipated. This miscalculation
forced insurers to take significant, unexpected earnings charges
and write-downs over the past year and a half, notes Moody's.

"Life insurance companies correctly assumed that during adverse
market conditions, when the guarantees became valuable,
policyholders would hold on to their policies", added Strauss.
"What companies didn't anticipate and price for was that
policyholders would lapse even less frequently than they had
expected."

Moody's points out that though equity market declines are
generally seen as the biggest risk in VA contracts, most insurers
effectively hedge much of that risk via derivatives. The lack of
hedge instruments for policyholder behavior, particularly lapses,
is currently the bigger and less manageable risk. The decreasing
number of US companies offering this product highlights its'
inherent pricing and risk management challenges.

Large, legacy blocks of rich guarantees and risky VA's with
guaranteed living benefits remain on companies' books. Moody's
expects that if interest rates remain low, equities markets fall,
and guarantees stay in-the-money, similar behavior by
policyholders will continue. This will force companies to take
charges in recognition of lower prospective profitability.
Although it is difficult to identify the size, timing, and
likelihood of potential individual company charges, the industry
impact could be in the billions of dollars given the size of this
business and the associated reserves, says the rating agency.


* Moody's Sees Slight Retreat of Beneficial Liquidity Conditions
----------------------------------------------------------------
Moody's Liquidity Stress Index remained level in the first half of
June at 3.3% after climbing in May from a record-low of 2.8% at
the end of April, but remains well below its historical 7.3%
average, says Moody's Investors Service in the latest edition of
SGL Monitor.

The index falls when corporate liquidity appears to improve and
rises when it appears to weaken.

"Recent market turbulence owing in part to uncertainty over policy
direction at the US Federal Reserve has not affected our broad
liquidity measure, which has fluctuated in a range of 2.8%-3.6%
for the past year," said Vice President - Senior Credit Officer
John Puchalla.

While the LSI remains well below the historical average of 7.3%
dating back to 2002 and the record high of 20.9% set in March
2009, the recent bump up from its record low alongside recent
market turbulence could represent the early rumblings of a slight
pullback from the extremely beneficial corporate liquidity
conditions of recent years, says Moody's.

High-yield bond spreads and yields have risen sharply after
indications that the Federal Reserve could start trimming its bond
buying program later this year, and bond issuance has fallen
sharply as companies grow wary of higher funding costs, says
Moody's.

But there is no evidence that speculative-grade companies are
losing access to the capital markets, says the rating agency. In
light of still-solid liquidity, Moody's expects the US
speculative-grade default rate to decline to 2.4% by year-end from
2.9% in May.

In addition, the still-low level of Moody's Covenant Stress Index
at 2.1%, up from its 1.7% record low, which had held since March,
indicates a low risk of covenant violations over the next 12 to 15
months for most companies.

Moody's Covenant Stress Index measures the extent to which
speculative-grade, non-financial companies are at risk of
violating debt covenants. A higher reading indicates a higher risk
of covenant violations.


* Senators to Introduce Bill to End Fannie Mae, Freddie Mac
-----------------------------------------------------------
Cheyenne Hopkins, writing for Bloomberg News, reported that a
bipartisan group of senators will propose replacing U.S.-owned
mortgage financiers Fannie Mae and Freddie Mac with a newly
created government reinsurer.

According to the report, the bill to be offered by Senators Bob
Corker and Mark Warner reflects a prevailing view among lawmakers
that the two government-sponsored enterprises should cease to
exist while a federal role in backing mortgage lending should
remain. Corker, a Tennessee Republican, and Warner, a Virginia
Democrat, have set a news conference to introduce the measure.

The senators have revised the proposal from an earlier version to
reduce the losses that lenders would take on bad mortgages during
a financial crisis, according to a 154-page copy of the final
bill, the report related.

"There is a bipartisan effort here that's thoughtful and it is
without question the most thorough Congressional effort to draft a
GSE reform legislation to date," David Stevens, president and
chief executive officer of the Mortgage Bankers Association, said
in an interview with Bloomberg.

The proposal could restart a stalled debate over the future of the
U.S. mortgage-finance system, according to the report. Congress
has yet to propose a measure for replacing Fannie Mae and Freddie
Mac, which have operated under U.S. conservatorship since they
were seized by regulators during the 2008 credit crisis. President
Barack Obama's administration also hasn't provided a plan to
revamp the government's role in housing finance.


* U.S. Wants S&P Ratings Case to Go to Trial in Early 2015
----------------------------------------------------------
Edvard Pettersson, writing for Bloomberg News, reported that
McGraw Hill Financial Inc.'s Standard & Poor's unit should face
trial in February 2015 over ratings on residential mortgage-backed
securities, the U.S. Justice Department said.

According to the report, a jury trial on liability would take an
estimated 54 days, according to a joint filing by the Justice
Department and S&P in federal court in Santa Ana, California. The
Justice Department wants a separate penalty phase to be decided by
U.S. District Judge David Carter without a jury.

The government seeks more than $5 billion in penalties from S&P,
according to the filing, the report related.

S&P is accused in the lawsuit of deceiving investors, including
federally insured financial institutions, by giving its highest
credit ratings to mortgage-backed securities and collateralized-
debt obligations because it wanted to gain business from the
issuers of the securities and not because the securities merited
these ratings, the report recalled.

In the filing, S&P said the Justice Department's complaint only
includes about $500 million in purported losses. The government's
calculation of the remaining $4.5 billion raises more questions
than it answers, S&P said, the report further related.

"For example, 89 percent of the purported losses that the
government believes it can use to set a penalty are attributed to
Bank of America and Citibank, two of the major institutions
responsible for arranging the very CDOs and RMBS at issue, not
unsuspecting ?victims' of a fraudulent scheme," S&P said, the
report cited.

The case is U.S. v. McGraw-Hill Cos., 13-cv-00779, U.S. District
Court, Central District of California (Santa Ana).


* Fitch Says Gold Mining Writedowns Manageable For Now
------------------------------------------------------
Recent writedowns in the gold mining sector are a non-cash, non-
credit event, according to Fitch Ratings. Companies have already
announced changes to capital expenditure plans and/or operations
associated with the drop in gold prices and lower valuation
multiples in the sector.

Lower gold prices may cause some companies to write down the value
of their assets when they report annual results. In particular,
many companies valued their gold reserves at prices at or higher
than $1,300 per ounce at last assessment, which compares with
today's London A.M. gold fixing of $1,285.00. Newcrest Mining
Limited, which has a June 30 year end, announced on June 7 that it
will likely write down the value of its assets by as much as A$6
billion ($5.7 billion).

Since 2011, the industry has seen sizable writedowns of goodwill
following a significant drop in the valuation of mining companies.
This is somewhat related to slower demand growth assumptions,
attendant lower price expectations, ballooning development costs
and operating cost inflation. Assets acquired at peak valuations
are especially vulnerable to write-downs.

Fitch examines cash flow generation scenarios at a price of $1,200
per ounce (and less) when we rate gold companies. Well capitalized
companies with good cost positions at operating mines generally
exhibit sufficient flexibility in operations and capital budgets
to withstand such stresses.

Investment grade gold mining companies tend to have debt covenants
that relate to capitalization, but these have significant
headroom. For example, Barrick Gold Corp.'s revolver has a minimum
consolidated tangible net worth covenant of $3 billion, compared
to the company's Dec. 31, 2012 figure of $12 billion. Fitch
expects that non-cash write-offs are unlikely to constrain the
liquidity of North American investment-grade rated gold names.

Fitch expects that a potential dip below $1,000 per ounce in gold
could result in dividend cuts. We have already seen cuts to
capital budgets and an increased focus on costs. In particular,
Newcrest's June 7 announcement confirmed its focus "on maximizing
free cash flow by reducing operating costs, corporate costs and
capital expenditures". On June 12, Newmont Mining Corp. announced
plans to reduce head office staff by one third and press reports
note that Barrick is eliminating 100 office positions as part of a
wider-range cost control effort.

While companies may look to shed assets, capital raising has been
difficult for small-to-mid-sized companies -- the likely buyer
pool -- and historically the sector has not been subject to LBOs
or corporate raider activity. Fitch believes increased royalty
sales, forward sales and gold price hedging may occur for less
well capitalized companies.

Five-year credit default swaps (CDS) on Newmont Mining Corp. have
moved out 29% over the past week, underperforming the Fitch North
American Basic Resources CDS Index, which is 14% wider on the
week, according to Fitch Solutions. The cost of credit protection
on Newmont Mining is pricing at 'BB+' levels, one notch lower than
its 'BBB-' CDS Implied Rating or historical trading pattern.

Similarly, CDS on Barrick Gold Corp. widened 27% last week to
price in line with 'BB' levels, two notches below its CDS IR. CDS
liquidity for Barrick has increased in recent months, from trading
in the 25th global percentile in February up to the 12th
currently, signaling increased uncertainty.



* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re John Wolfe
   Bankr. M.D. Ala. Case No. 13-33698
      Chapter 11 Petition filed June 17, 2013

In re 18 Titus River, LLC
   Bankr. D. Ariz. Case No. 13-10376
     Chapter 11 Petition filed June 17, 2013
         See http://bankrupt.com/misc/azb13-10376.pdf
         represented by: Dennis J. Wortman, Esq.
                         Dennis J. Wortman, P.C.
                         E-mail: djwortman@azbar.org

In re Chrisman
   Bankr. W.D. Ark. Case No. 13-72127
      Chapter 11 Petition filed June 17, 2013

In re Dewey Holt
   Bankr. W.D. Ark. Case No. 13-72115
      Chapter 11 Petition filed June 17, 2013

In re Gregory Gellinck
   Bankr. C.D. Cal. Case No. 13-14074
      Chapter 11 Petition filed June 17, 2013

In re John Barnes
   Bankr. C.D. Cal. Case No. 13-15172
      Chapter 11 Petition filed June 17, 2013

In re New Century Machine Tools, Inc.
   Bankr. C.D. Cal. Case No. 13-25728
     Chapter 11 Petition filed June 17, 2013
         See http://bankrupt.com/misc/cacb13-25728.pdf
         represented by: George J. Paukert, Esq.
                         E-mail: paukburt@aol.com

In re Dilip Basu
   Bankr. N.D. Cal. Case No. 13-53271
      Chapter 11 Petition filed June 17, 2013

In re Larry Willard
   Bankr. N.D. Cal. Case No. 13-53293
      Chapter 11 Petition filed June 17, 2013

In re Steve Kim
   Bankr. N.D. Cal. Case No. 13-53290
      Chapter 11 Petition filed June 17, 2013

In re Arroyo Enterprises Inc.
   Bankr. S.D. Fla. Case No. 13-24214
     Chapter 11 Petition filed June 17, 2013
         See http://bankrupt.com/misc/flsb13-24214.pdf
         represented by: Brad Culverhouse, Esq.
                         E-mail: bradculverhouselaw@gmail.com

In re Richard Langhorne
   Bankr. S.D. Fla. Case No. 13-24217
      Chapter 11 Petition filed June 17, 2013

In re Ruben Arroyo
   Bankr. S.D. Fla. Case No. 13-24215
      Chapter 11 Petition filed June 17, 2013

In re David Lee
   Bankr. N.D. Ga. Case No. 13-63261
      Chapter 11 Petition filed June 17, 2013

In re Copher Movers & Storage, Inc.
   Bankr. N.D. Ill. Case No. 13-24905
     Chapter 11 Petition filed June 17, 2013
         See http://bankrupt.com/misc/ilnb13-24905.pdf
         represented by: David P. Lloyd, Esq.
                         David P. Lloyd, Ltd.
                         E-mail: courtdocs@davidlloydlaw.com

In re Fred Bear
   Bankr. E.D.N.C. Case No. 13-3799
      Chapter 11 Petition filed June 17, 2013

In re Wilfredo Morillo
   Bankr. D. Nev. Case No. 13-15299
      Chapter 11 Petition filed June 17, 2013

In re Clinton Car Care LLC
   Bankr. D.N.J. Case No. 13-23358
     Chapter 11 Petition filed June 17, 2013
         See http://bankrupt.com/misc/njb13-23358.pdf
         represented by: Andre L. Kydala, Esq.
                         E-mail: kydalalaw@aim.com

In re Nicamex, Inc.
   Bankr. D.N.J. Case No. 13-23314
     Chapter 11 Petition filed June 17, 2013
         See http://bankrupt.com/misc/njb13-23314.pdf
         represented by: Leonard S. Singer, Esq.
                         Zazella & Singer, Esqs.
                         E-mail: zsbankruptcy@gmail.com

In re Saul Rodriguez Auto Imports Inc.
   Bankr. D.P.R. Case No. 13-04991
     Chapter 11 Petition filed June 17, 2013
         See http://bankrupt.com/misc/prb13-4991.pdf
         represented by: Alberto O Lozada Colon, Esq.
                         Bufete Lozada Colon
                         E-mail: alberto3@coqui.net

In re Warren Sumner
   Bankr. M.D. Tenn. Case No. 13-5256
      Chapter 11 Petition filed June 17, 2013

In re Mo Money, LLC
   Bankr. E.D. Tex. Case No. 13-50098
     Chapter 11 Petition filed June 17, 2013
         See http://bankrupt.com/misc/txeb13-50098.pdf
         represented by: Eric A. Liepins, Esq.
                         E-mail: eric@ealpc.com

In re Sandra Graves
   Bankr. S.D. Tex. Case No. 13-33698
      Chapter 11 Petition filed June 17, 2013

In re James Scroggs
   Bankr. D. Utah Case No. 13-26869
      Chapter 11 Petition filed June 17, 2013

In re James Huxtable
   Bankr. D. Wyo. Case No. 13-20590
      Chapter 11 Petition filed June 17, 2013
In re Thomas Muir
   Bankr. D. Ariz. Case No. 13-10400
      Chapter 11 Petition filed June 18, 2013

In re Richard Juarez
   Bankr. D. Ariz. Case No. 13-10432
      Chapter 11 Petition filed June 18, 2013

In re Steven Corser
   Bankr. C.D. Cal. Case No. 13-14102
      Chapter 11 Petition filed June 18, 2013

In re Steven M. Corser
   Bankr. C.D. Cal. Case No. 13-14102
     Chapter 11 Petition filed June 18, 2013
         See http://bankrupt.com/misc/cacb13-14102.pdf
         represented by: Javier H. Castillo, Esq.
                         CASTILLO LAW OFFICE
                         E-mail: jhcecf@gmail.com

In re Mt Baldy Ranch LLC
   Bankr. C.D. Cal. Case No. 13-14103
     Chapter 11 Petition filed June 18, 2013
         See http://bankrupt.com/misc/cacb13-14103.pdf
         represented by: Babak Samini, Esq.
                         ASG SAMINI LAW GROUP, LLP
                         E-mail: saminicourtnotice@gmail.com

In re Deborah Miller
   Bankr. C.D. Cal. Case No. 13-14111
      Chapter 11 Petition filed June 18, 2013

In re Manuel Badiola
   Bankr. C.D. Cal. Case No. 13-20648
      Chapter 11 Petition filed June 18, 2013

In re Ireneo Daliva
   Bankr. C.D. Cal. Case No. 13-25948
      Chapter 11 Petition filed June 18, 2013

In re Dixon Burden
   Bankr. D. Colo. Case No. 13-20429
      Chapter 11 Petition filed June 18, 2013

In re David Dini
   Bankr. N.D. Ill. Case No. 13-25078
      Chapter 11 Petition filed June 18, 2013

In re Maryland Products Sales, Inc.
   Bankr. D. Md. Case No. 13-20439
     Chapter 11 Petition filed June 18, 2013
         See http://bankrupt.com/misc/mdb13-20439.pdf
         represented by: Francis H. Koh, Esq.
                         KOH LAW FIRM, LLC
                         E-mail: fkohmail@gmail.com

In re 18 Harvard Avenue LLC
   Bankr. D. Mass. Case No. 13-13698
     Chapter 11 Petition filed June 18, 2013
         See http://bankrupt.com/misc/mab13-13698.pdf
         represented by: David B. Madoff, Esq.
                         MADOFF & KHOURY, LLP
                         E-mail: madoff@mandkllp.com

In re Paul Warren
   Bankr. W.D. Mich. Case No. 13-04991
      Chapter 11 Petition filed June 18, 2013

In re K & D Foundation L.L.C.
   Bankr. D. N.H. Case No. 13-11568
     Chapter 11 Petition filed June 18, 2013
         See http://bankrupt.com/misc/nhb13-11568.pdf
         represented by: William S. Gannon, Esq.
                         WILLIAM S. GANNON, PLLC
                         E-mail: bgannon@gannonlawfirm.com

In re Lorco Tool & Equipment Corporation
   Bankr. D. N.J. Case No. 13-23441
     Chapter 11 Petition filed June 18, 2013
         See http://bankrupt.com/misc/njb13-23441.pdf
         represented by: Renee Biribin, Esq.
                         BIRIBIN & BIRIBIN, LLC

In re Dominique Realty Corp.
   Bankr. S.D.N.Y. Case No. 13-12022
     Chapter 11 Petition filed June 18, 2013
         See http://bankrupt.com/misc/nysb13-12022.pdf
         represented by: Kevin J. Nash, Esq.
                         GOLDBERG WEPRIN FINKEL GOLDSTEIN, LLP
                         E-mail: KNash@gwfglaw.com

In re Thermal Controls Corporation
   Bankr. M.D.N.C. Case No. 13-10795
     Chapter 11 Petition filed June 18, 2013
         See http://bankrupt.com/misc/ncmb13-10795.pdf
         represented by: Jason L. Hendren, Esq.
                         HENDREN & MALONE, PLLC
                         E-mail: jhendren@hendrenmalone.com

In re R. Brown & Sons, Inc.
        dba Waste Metal Recycling
            Keith's Salvage
   Bankr. D. Vt. Case No. 13-10449
     Chapter 11 Petition filed June 18, 2013
         See http://bankrupt.com/misc/vtb13-10449.pdf
         represented by: Jennifer Emens-Butler, Esq.
                         OBUCHOWSKI & EMENS-BUTLER, P.C.
                         E-mail: jennifer@oeblaw.com
In re Air One Service Company Limited Liability Company
        dba Air One
   Bankr. E.D. Ark. Case No. 13-13533
     Chapter 11 Petition filed June 19, 2013
         See http://bankrupt.com/misc/areb13-13533.pdf
         represented by: Guy Randolph Satterfield, Esq.
                         Satterfield Law Firm
                         E-mail: satterfieldlaw@comcast.net

In re Gerald Bowler
   Bankr. C.D. Cal. Case No. 13-15246
      Chapter 11 Petition filed June 19, 2013

In re Mark Cirelli
   Bankr. N.D. Cal. Case No. 13-53341
      Chapter 11 Petition filed June 19, 2013

In re Urban Land Associates, Inc.
   Bankr. D.D.C. Case No. 13-00391
     Chapter 11 Petition filed June 19, 2013
         See http://bankrupt.com/misc/dcb13-391.pdf
         represented by: William C. Johnson, Jr., Esq.
                         Law Offices of William C. Johnson, Jr.
                         E-mail: wjohnson@dcmdconsumerlaw.com

In re Security Technologies, Inc.
   Bankr. E.D. Mich. Case No. 13-52210
     Chapter 11 Petition filed June 19, 2013
         See http://bankrupt.com/misc/mieb13-52210p.pdf
         See http://bankrupt.com/misc/mieb13-52210c.pdf
         represented by: Edward J. Gudeman, Esq.
                         Gudeman & Associates, P.C.
                         E-mail: ejgudeman@gudemanlaw.com

In re Travis Laman
   Bankr. D.N.M. Case No. 13-12070
      Chapter 11 Petition filed June 19, 2013

In re First Time Realty II Corp of Brooklyn
   Bankr. E.D.N.Y. Case No. 13-43754
     Chapter 11 Petition filed June 19, 2013
         See http://bankrupt.com/misc/nyeb13-43754.pdf
         Filed pro se

In re Zoroastro De-Oca
   Bankr. E.D.N.Y. Case No. 13-43745
      Chapter 11 Petition filed June 19, 2013

In re Earl Lorence Enterprises Ltd.
        fka E.F. Lorence & Sons, Inc.
          dba Inter County Alarm Systems
   Bankr. S.D.N.Y. Case No. 13-22977
     Chapter 11 Petition filed June 19, 2013
         See http://bankrupt.com/misc/nysb13-22977.pdf
         represented by: Mark S. Tulis, Esq.
                         Oxman Tulis Kirkpatrick Whyatt & Geiger
                         E-mail: mtulis@oxmanlaw.com

In re Trinacria Group LLC
   Bankr. S.D.N.Y. Case No. 13-12031
     Chapter 11 Petition filed June 19, 2013
         See http://bankrupt.com/misc/nysb13-12031.pdf
         Represented by: Brian J. Hufnagel, Esq.
                         Forchelli, Curto, Deegan,
                         Schwartz, Mineo & Terrana, LLP
                         E-mail: bhufnagel@forchellilaw.com

In re Michael Mandell
   Bankr. W.D. Pa. Case No. 13-22610
      Chapter 11 Petition filed June 19, 2013

In re Enfermedades Del Rinon PSC
   Bankr. D.P.R. Case No. 13-05035
     Chapter 11 Petition filed June 19, 2013
         See http://bankrupt.com/misc/prb13-5035.pdf
         represented by: Maria Mercedes Figueroa, Esq.
                         Figueroa Y Morgade Legal Advisors
                         E-mail: figueroaymorgadelaw@yahoo.com

In re Suburban Funeral Home Inc.
   Bankr. D.S.C. Case No. 13-03564
     Chapter 11 Petition filed June 19, 2013
         See http://bankrupt.com/misc/scb13-3564.pdf
         represented by: Elizabeth M. Atkins, Esq.
                         E-mail: ematkins2000@yahoo.com

In re SuperBird LLC
   Bankr. S.D. Tex. Case No. 13-33735
     Chapter 11 Petition filed June 19, 2013
         See http://bankrupt.com/misc/txsb13-33735p.pdf
         See http://bankrupt.com/misc/txsb13-33735c.pdf
         represented by: Reese W. Baker, Esq.
                         Baker & Associates
                         E-mail: courtdocs@bakerassociates.net

In re Dennis Welding Supply, Inc.
   Bankr. M.D. Ala. Case No. 13-31570
     Chapter 11 Petition filed June 20, 2013
         See http://bankrupt.com/misc/almb13-31570.pdf
         represented by: Daniel Gary Hamm, Esq.
                         HAMM & WILKINS, P.C.
                         E-mail: dhamm@hammwilkins.com

In re Steven Kaller
   Bankr. C.D. Cal. Case No. 13-14171
      Chapter 11 Petition filed June 20, 2013

In re Ronald Grey
   Bankr. C.D. Cal. Case No. 13-15309
      Chapter 11 Petition filed June 20, 2013

In re Glenn Ledesma
   Bankr. C.D. Cal. Case No. 13-15322
      Chapter 11 Petition filed June 20, 2013

In re Francois Moufarrej
   Bankr. N.D. Cal. Case No. 13-43522
      Chapter 11 Petition filed June 20, 2013

In re First Impressions Christian Academy Corporation
   Bankr. S.D. Fla. Case No. 13-24477
     Chapter 11 Petition filed June 20, 2013
         See http://bankrupt.com/misc/flsb13-24477.pdf
         represented by: Barry S. Mittelberg, Esq.
                         BARRY S. MITTELBERG, P.A.
                         E-mail: barry@mittelberglaw.com

In re Andrew Nguyen
   Bankr. N.D. Ill. Case No. 13-25367
      Chapter 11 Petition filed June 20, 2013

In re Hylander Jenson, LLC
   Bankr. D. Nev. Case No. 13-15426
     Chapter 11 Petition filed June 20, 2013
         See http://bankrupt.com/misc/nvb13-15426.pdf
         Filed as Pro Se

In re RLP-Alder Grove, LLC
   Bankr. D. Nev. Case No. 13-15437
     Chapter 11 Petition filed June 20, 2013
         See http://bankrupt.com/misc/nvb13-15437.pdf
         represented by: J. Charles Coons, Esq.
                         COOPER COONS, LTD.
                         E-mail: charles@coopercoons.com

In re Scott Perdue
   Bankr. D. N.H. Case No. 13-11582
      Chapter 11 Petition filed June 20, 2013

In re Winterland Properties, LLC
   Bankr. D. N.H. Case No. 13-11592
     Chapter 11 Petition filed June 20, 2013
         See http://bankrupt.com/misc/nhb13-11592.pdf
         represented by: Marc L. Van De Water, Esq.
                         VAN DE WATER LAW OFFICES, P.L.L.C.
                         E-mail: vlawusa@gmail.com

In re Anthony Gangemi
   Bankr. D. N.J. Case No. 13-23613
      Chapter 11 Petition filed June 20, 2013

In re Bridgett Green
   Bankr. W.D.N.C. Case No. 13-31354
      Chapter 11 Petition filed June 20, 2013

In re Uncle Toads Tavern Inc.
   Bankr. W.D. Pa. Case No. 13-22621
     Chapter 11 Petition filed June 20, 2013
         Filed as Pro Se

In re Pairadice Enterprises Inc.
   Bankr. D. P.R. Case No. 13-05108
     Chapter 11 Petition filed June 20, 2013
         See http://bankrupt.com/misc/prb13-05108.pdf
         represented by: Enrique M. Almeida, Esq.
                         BERNAL ALMEIDA & DAVILA, P.S.C.
                         E-mail: ealmeida@almeidadavila.com

In re Willard Gouge
   Bankr. E.D. Tenn. Case No. 13-51108
      Chapter 11 Petition filed June 20, 2013
In re Montgomery Marine Repair, Inc.
   Bankr. M.D. Ala. Case No. 13-31586
     Chapter 11 Petition filed June 21, 2013
         See http://bankrupt.com/misc/almb13-31586.pdf
         represented by: John D. Norris, Esq.
                         Law Office of John D. Norris
                         E-mail: norrisj@bellsouth.net

In re Benny Head
   Bankr. W.D. Ark. Case No. 13-72178
      Chapter 11 Petition filed June 21, 2013

In re Hands of Love, Inc.
   Bankr. W.D. Ark. Case No. 13-72188
     Chapter 11 Petition filed June 21, 2013
         See http://bankrupt.com/misc/arwb13-72188.pdf
         represented by: O.C. Rusty Sparks, Esq.
                         O.C. "Rusty" Sparks, P.A.
                         E-mail: rustysparks@msn.com

In re Carden Whittier Private School, Inc.
   Bankr. C.D. Cal. Case No. 13-26214
     Chapter 11 Petition filed June 21, 2013
         See http://bankrupt.com/misc/cacb13-26214.pdf
         represented by: Tamar Terzian, Esq.
                         Terzian Law Group
                         E-mail: terzian@kingobk.com

In re Mike Ahmadshahi
   Bankr. C.D. Cal. Case No. 13-14209
      Chapter 11 Petition filed June 21, 2013

In re IGD-Cypress Green Office Park, LLC
   Bankr. M.D. Fla. Case No. 13-03824
     Chapter 11 Petition filed June 21, 2013
         See http://bankrupt.com/misc/flmb13-3824.pdf
         represented by: Taylor J. King, Esq.
                         Law Offices of Mickler & Mickler
                         E-mail: court@planlaw.com

In re International General Development Inc.
   Bankr. M.D. Fla. Case No. 13-03825
     Chapter 11 Petition filed June 21, 2013
         See http://bankrupt.com/misc/flmb13-3825.pdf
         represented by: Taylor J. King, Esq.
                         Law Offices of Mickler & Mickler
                         E-mail: court@planlaw.com

In re John MacDonald
   Bankr. M.D. Fla. Case No. 13-8188
      Chapter 11 Petition filed June 21, 2013

In re James McGlone
   Bankr. S.D. Fla. Case No. 13-24648
      Chapter 11 Petition filed June 21, 2013

In re Kipling Mercer
   Bankr. M.D. Ga. Case No. 13-30772
      Chapter 11 Petition filed June 21, 2013

In re Cumberland Valley Engineering, Inc.
   Bankr. E.D. Ky. Case No. 13-60798
     Chapter 11 Petition filed June 21, 2013
         See http://bankrupt.com/misc/kyeb13-60798.pdf
         represented by: Jamie L. Harris, Esq.
                         DelCotto Law Group PLLC
                         E-mail: jharris@dlgfirm.com

In re Tryfekta Development LLC
   Bankr. E.D. La. Case No. 13-11739
     Chapter 11 Petition filed June 21, 2013
         See http://bankrupt.com/misc/laeb13-11739.pdf
         represented by: Richard J. Tomeny, Jr., Esq.
                         E-mail: rtomeny@tomenylaw.com

In re Cachalot Land Company, LLC
   Bankr. D. Mass. Case No. 13-13779
     Chapter 11 Petition filed June 21, 2013
         See http://bankrupt.com/misc/mab13-13779.pdf
         represented by: George J. Nader, Esq.
                         Riley & Dever, P.C.
                         E-mail: nader@rileydever.com

In re John Okafor
   Bankr. D. Nev. Case No. 13-15464
      Chapter 11 Petition filed June 21, 2013

In re 162 Utica Avenue, Inc.
   Bankr. E.D.N.Y. Case No. 13-43798
     Chapter 11 Petition filed June 21, 2013
         See http://bankrupt.com/misc/nyeb13-43798.pdf
         represented by: Bruce Weiner, Esq.
                         Rosenberg Musso & Weiner LLP
                         E-mail: rmwlaw@att.net

In re Gibbons Ambulette Service, Inc.
   Bankr. E.D.N.Y. Case No. 13-43786
     Chapter 11 Petition filed June 21, 2013
         See http://bankrupt.com/misc/nyeb13-43786.pdf
         Filed pro se

In re Gerock Vestman
   Bankr. W.D. Wash. Case No. 13-15763
      Chapter 11 Petition filed June 21, 2013
In re Phyllis Caro
   Bankr. C.D. Cal. Case No. 13-15377
      Chapter 11 Petition filed June 23, 2013
In re Ronald Gaiser
   Bankr. N.D. Ala. Case No. 13-02842
      Chapter 11 Petition filed June 24, 2013

In re Diane Everett
   Bankr. C.D. Cal. Case No. 13-14227
      Chapter 11 Petition filed June 24, 2013

In re Mario Piumetti
   Bankr. C.D. Cal. Case No. 13-26389
      Chapter 11 Petition filed June 24, 2013

In re Victor Salim
   Bankr. E.D. Calif. Case No. 13-28463
      Chapter 11 Petition filed June 24, 2013

In re Rodney Morris
   Bankr. M.D. Fla. Case No. 13-03857
      Chapter 11 Petition filed June 24, 2013

In re Antares-Properties Holding Company, LLC
   Bankr. S.D. Fla. Case No. 13-24760
     Chapter 11 Petition filed June 24, 2013
         See http://bankrupt.com/misc/flsb13-24760.pdf
         represented by: Brett A. Elam, Esq.
                         THE LAW OFFICES OF BRETT A. ELAM, P.A.
                         E-mail: belam@brettelamlaw.com

In re Eduardo Soto
   Bankr. S.D. Fla. Case No. 13-24825
      Chapter 11 Petition filed June 24, 2013

In re Lorenzo Mercado
   Bankr. D. Mass. Case No. 13-13827
      Chapter 11 Petition filed June 24, 2013

In re BGC Health Care Services, Inc.
        dba Joe Clark Residential Care Home
   Bankr. W.D. Mo. Case No. 13-30439
     Chapter 11 Petition filed June 24, 2013
         See http://bankrupt.com/misc/mowb13-30439.pdf
         represented by: Norman E. Rouse, Esq.
                         COLLINS, WEBSTER & ROUSE, P.C.
                         E-mail: twelch@cwrcave.com

In re Marshall Sylver
   Bankr. D. Nev. Case No. 13-15527
      Chapter 11 Petition filed June 24, 2013

In re Edward Markisz
   Bankr. D. N.J. Case No. 13-23861
      Chapter 11 Petition filed June 24, 2013

In re Amiel Restaurant Partners, LLC
        aka Sallee Tees Grille
   Bankr. D. N.J. Case No. 13-23866
     Chapter 11 Petition filed June 24, 2013
         See http://bankrupt.com/misc/njb13-23866.pdf
         represented by: Timothy P. Neumann, Esq.
                         BROEGE, NEUMANN, FISCHER & SHAVER
                         E-mail: tneumann@bnfsbankruptcy.com

In re Thomas Ballard
   Bankr. E.D.N.C. Case No. 13-03948
      Chapter 11 Petition filed June 24, 2013

In re Kyung-Hee Park
   Bankr. M.D. Tenn. Case No. 13-05484
      Chapter 11 Petition filed June 24, 2013

In re Ronald Easley
   Bankr. E.D. Va. Case No. 13-12943
      Chapter 11 Petition filed June 24, 2013


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez,
Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl
Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
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herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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